LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
S-6, 1999-07-12
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<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 1999
                                             1933 ACT REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             REGISTRATION STATEMENT
                                       ON
                                    FORM S-6

               FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                    OF SECURITIES OF UNIT INVESTMENT TRUSTS
                           REGISTERED ON FORM N-8B-2

                  LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE
                                   ACCOUNT M
                           (EXACT NAME OF REGISTRANT)

                  THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
                              (NAME OF DEPOSITOR)

              1300 South Clinton Street, Fort Wayne, Indiana 46802
              (ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)

               Depositor's Telephone Number, including Area Code
                                 (219) 455-2000

<TABLE>
<S>                                                <C>
             Jack D. Hunter, Esquire                              COPY TO:
   The Lincoln National Life Insurance Company              Jeremy Sachs, Esquire
              200 East Berry Street                  The Lincoln National Life Insurance
                  P.O. Box 1110                                    Company
            Fort Wayne, Indiana 46802                         350 Church Street
     (NAME AND ADDRESS OF AGENT FOR SERVICE)               Hartford, CT 06103-1106
</TABLE>

                 APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
                 As soon as practicable after effective date of
              Registration Statement, and continuously thereafter.

  INDEFINITE NUMBER OF UNITS OF INTEREST IN VARIABLE LIFE INSURANCE CONTRACTS
                     (TITLE OF SECURITIES BEING REGISTERED)

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

LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

<TABLE>
<S>                                                <C>
HOME OFFICE LOCATION:                              ADMINISTRATIVE OFFICE
1300 SOUTH CLINTON STREET                          PERSONAL SERVICE CENTER MVLI
P.O. BOX 1110                                      350 CHURCH STREET
FORT WAYNE, INDIANA 46802                          HARTFORD, CT 06103-1106
(800) 942-5500                                     (800) 444-2363
</TABLE>

- --------------------------------------------------------------------------------
               A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
- --------------------------------------------------------------------------------

    This Prospectus describes a flexible premium variable life insurance
contract (the "Policy"), offered by The Lincoln National Life Insurance Company
("Lincoln Life", "Company", "we", "us", "our").

    The Policy features:

                - flexible premium payments;
                - a choice of one of two death benefit options;
                - a choice of underlying investment options.

    It may not be advantageous to replace existing insurance or supplement an
existing flexible premium variable life insurance contract with the Policy. This
Prospectus and the Prospectuses of the Funds, furnished with this Prospectus,
should be read carefully to understand the Policy being offered.

    The mutual funds ("Funds") available through our Flexible Premium Variable
Life Account M ("Separate Account") are:

AIM VARIABLE INSURANCE FUNDS, INC.
AIM V.I. Growth Fund
AIM V.I. International Equity Fund
AIM V.I. Value Fund

BARON CAPITAL FUNDS TRUST
Baron Capital Asset Fund -- Insurance Shares

BT INSURANCE FUNDS TRUST
EAFE-Registered Trademark- Equity Index Fund
Equity 500 Index Fund
Small Cap Index Fund

DELAWARE GROUP PREMIUM FUND, INC.
Delchester Series
Devon Series
Emerging Markets Series
REIT Series
Small Cap Value Series
Trend Series

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
Contrafund Portfolio -- Service Class
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
Growth Opportunities Portfolio -- Service Class

JANUS ASPEN SERIES
Janus Aspen Series Balanced Portfolio
Janus Aspen Series Worldwide Growth Portfolio

LINCOLN NATIONAL (LN)
LN Bond Fund, Inc.
LN Capital Appreciation Fund, Inc.
LN Equity-Income Fund, Inc.
LN Global Asset Allocation Fund, Inc.
LN Money Market Fund, Inc.
LN Social Awareness Fund, Inc.

MFS-REGISTERED TRADEMARK- VARIABLE INSURANCE TRUST
MFS Emerging Growth Series
MFS Total Return Series
MFS Utilities Series

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
AMT Mid-Cap Growth Portfolio
AMT Partners Portfolio

TEMPLETON VARIABLE PRODUCTS SERIES FUND
Templeton International Fund -- Class 2
Templeton Stock Fund -- Class 2

TO BE VALID, THIS PROSPECTUS MUST HAVE THE CURRENT MUTUAL FUNDS' PROSPECTUSES
WITH IT. KEEP ALL FOR FUTURE REFERENCE.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED THIS PROSPECTUS IS ACCURATE OR COMPLETE. IT IS A
CRIMINAL OFFENSE TO STATE OTHERWISE.

THIS POLICY MAY NOT BE AVAILABLE IN ALL STATES. THIS PROSPECTUS ONLY OFFERS THE
POLICY FOR SALE IN JURISDICTIONS WHERE ITS OFFER AND SALE ARE LAWFUL.

                      PROSPECTUS DATED:             , 1999
<PAGE>
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
CONTENTS                                           PAGE
- -----------------------------------------------  ---------
<S>                                              <C>
HIGHLIGHTS.....................................          3
  Initial Choices To Be Made...................          3
  Level or Varying Death Benefit...............          3
  Amount of Premium Payments...................          4
  Selection of Funding Vehicles................          4
  No Lapse Provision...........................          5
  Charges and Fees.............................          5
  Fund Expenses................................          5
  Changes in Specified Amount..................          8
LINCOLN LIFE, THE SEPARATE ACCOUNT AND THE
 GENERAL ACCOUNT...............................          8
BUYING VARIABLE LIFE INSURANCE.................          9
  Replacements.................................         10
APPLICATION....................................         10
OWNERSHIP......................................         11
BENEFICIARY....................................         11
THE POLICY.....................................         12
  Policy Specifications........................         12
PREMIUM FEATURES...............................         12
  Planned Premiums Additional Premiums.........         12
  Limits on Right to Make Payments of
   Additional and Planned Premiums.............         13
  Premium Load; Net Premium Payment............         13
RIGHT-TO-EXAMINE PERIOD........................         13
TRANSFERS AND ALLOCATION AMONG ACCOUNTS........         13
  Allocation of Net Premium Payments...........         13
  Transfers....................................         13
  Optional Sub-Account Allocation Programs.....         14
    Dollar Cost Averaging......................         14
    Automatic Rebalancing......................         15
POLICY VALUES..................................         15
  Accumulation Value...........................         15
  Separate Account Value.......................         15
    Variable Accumulation Unit Value...........         16
    Variable Accumulation Units................         16
  Fixed Account and Loan Account Value.........         16
  Net Accumulation Value.......................         16
FUNDS..........................................         17
  Substitution of Securities...................         21
  Voting Rights................................         21
  Fund Participation Agreements................         22
CHARGES AND FEES...............................         22
  Deductions Made Monthly......................         22
    Administrative Expenses....................         22
    Cost of Insurance Charge...................         23
  Mortality and Expense Risk Charge............         23
  Surrender Charges............................         23
  Reduction of Charges -- Purchases on a Case
   Basis; Exchanges............................         24
  Transaction Fee for Excess Transfers.........         24
DEATH BENEFITS.................................         25
  Death Benefit Options........................         25
  Changes in Death Benefit Options and
   Specified Amount............................         25

<CAPTION>
CONTENTS                                           PAGE
- -----------------------------------------------  ---------
<S>                                              <C>
  Federal Income Tax Definition of Life
   Insurance...................................         26
NOTICE OF DEATH OF INSURED.....................         26
PAYMENT OF DEATH BENEFIT PROCEEDS..............         26
  Settlement Options...........................         27
POLICY LIQUIDITY...............................         27
  Policy Loans.................................         27
  Partial Surrender............................         28
  Surrender of the Policy......................         29
  Surrender Value..............................         29
  Deferral of Payment and Transfers............         29
ASSIGNMENT; CHANGE OF OWNERSHIP................         29
LAPSE AND REINSTATEMENT........................         29
  Lapse of a Policy............................         29
  No Lapse Provision...........................         30
  Reinstatement of a Lapsed Policy.............         30
COMMUNICATIONS WITH LINCOLN LIFE...............         31
  Proper Written Form..........................         31
  Telephone Transaction Privileges.............         31
OTHER POLICY PROVISIONS........................         31
  Issuance.....................................         31
  Date of Coverage.............................         31
  Incontestability.............................         31
  Misstatement of Age or Gender................         31
  Suicide......................................         32
  Nonparticipating Policies....................         32
  Riders.......................................         32
TAX ISSUES.....................................         32
  Tax Treatment of Death Benefit...............         32
  Federal Income Tax Considerations............         32
  Taxation of Lincoln Life.....................         33
  Other Considerations.........................         33
FAIR VALUE OF THE POLICY.......................         34
DIRECTORS AND OFFICERS OF LINCOLN LIFE.........         34
DISTRIBUTION OF POLICIES.......................         36
CHANGES OF INVESTMENT POLICY...................         36
OTHER CONTRACTS ISSUED BY LINCOLN LIFE.........         36
STATE REGULATION...............................         36
REPORTS TO OWNERS..............................         37
ADVERTISING....................................         37
PREPARING FOR YEAR 2000........................         37
LEGAL PROCEEDINGS..............................         38
EXPERTS........................................         39
REGISTRATION STATEMENT.........................         39
APPENDIX 1: MONTHLY CHARGE.....................         40
APPENDIX 2: GUARANTEED MAXIMUM COST OF
 INSURANCE RATES...............................         41
APPENDIX 3: ILLUSTRATION OF SURRENDER
 CHARGES.......................................         42
APPENDIX 4: CORRIDOR PERCENTAGES...............         44
APPENDIX 5: ILLUSTRATION OF ACCUMULATION
 VALUES, SURRENDER VALUES AND DEATH BENEFIT
 PROCEEDS......................................         45
</TABLE>

2
<PAGE>
HIGHLIGHTS

                    This section is an overview of key Policy features.
                    (Regulations in your state may vary the provisions of your
                    own Policy.) Your Policy is a flexible premium variable life
                    insurance policy under which flexible premium payments are
                    permitted and the Death Benefit and Policy values may vary
                    with the investment performance of the funding option(s)
                    selected. Its value may change on a:

                    1) fixed basis;
                    2) variable basis; or a
                    3) combination of both fixed and variable bases.

                    Review your personal financial objectives and discuss them
                    with a qualified financial counselor before you buy a
                    variable life insurance policy. This Policy may, or may not,
                    be appropriate for your individual financial goals. The
                    value of the Policy and, under one option, the death benefit
                    amount depend on the investment results of the funding
                    options you select.

                    At all times, your Policy must qualify as life insurance
                    under the Internal Revenue Code of 1986 (the "Code") to
                    receive favorable tax treatment under Federal law. If these
                    requirements are met, you may benefit from such tax
                    treatment. Lincoln Life reserves the right to return your
                    premium payments if they result in your Policy failing to
                    meet Code requirements.

                    INITIAL CHOICES TO BE MADE

                    The Policy Owner (the "Owner" or "you") is the person named
                    in the "Policy Specifications" who has all of the Policy
                    ownership rights. If no Owner is named, the Insured (the
                    person whose life is insured under the Policy) will be the
                    Owner of the Policy. You, as the Owner, have four important
                    choices to make when the Policy is first purchased. You need
                    to choose:

                    1) one of the two Death Benefit Options;
                    2) the amount of premium you want to pay; and
                    3) the amount of your Net Premium Payment to be placed in
                       each of the funding options you select. The Net Premium
                       Payment is the balance of your Premium Payment that
                       remains after certain charges are deducted from it.
                    4) whether to elect the No Lapse Provision.

                    LEVEL OR VARYING DEATH BENEFIT

                    The Death Benefit is the amount Lincoln pays to the
                    Beneficiary(ies) when the Insured dies. Before we pay the
                    Beneficiary(ies), any outstanding loan account balances or
                    outstanding amounts due are subtracted from the Death
                    Benefit. We calculate the Death Benefit payable as of the
                    date on which the Insured died.

                    When you purchase your Policy, you must choose one of two
                    Death Benefit Options:

                    1) a level death benefit; or
                    2) a varying death benefit.

                    If you choose the level Death Benefit Option, the Death
                    Benefit will be the greater of:

                    1) the "Specified Amount", which is the amount of the death
                    benefit in effect for the Policy when the Insured died, less
                    any indebtedness and partial surrenders (The Specified
                    Amount may be found on the Policy's Specification Page); or
                    2) the "Corridor Death Benefit", which is the death benefit
                    calculated as a percentage of the Accumulation Value.

                                                                               3
<PAGE>
                    If you choose the varying Death Benefit Option, the Death
                    Benefit will be the greater of:

                    1) the Specified Amount plus the Net Accumulation Value,
                    less any loan interest accrued, but not yet charged, when
                    the Insured died; or
                    2) the Corridor Death Benefit.

                    (The "Net Accumulation Value" is the total of the balances
                    in the Fixed Account and the Separate Account. It does not
                    include any outstanding Loan Account amounts).

                    See page 25.

                    If you have borrowed against your Policy or surrendered a
                    portion of your Policy, your Death Benefit will be reduced
                    by the Loan Account balance, by any loan interest accrued,
                    but not yet charged, and any surrendered amount.

                    AMOUNT OF PREMIUM PAYMENT

                    When you apply for your Policy, you must decide how much
                    premium to pay. Premium payments may be changed within the
                    limits described on page 13.

                    You may use the value of the Policy to pay the premiums due
                    and continue the Policy in force if sufficient values are
                    available for premium payments. Be careful; if the
                    investment options you choose do not do as well as you
                    expect, there may not be enough value to continue the Policy
                    in force without more premium payments. Charges against
                    Policy values for the cost of insurance (see page 22)
                    increase as the Insured gets older.

                    If your Policy lapses because your Monthly Premium Deduction
                    is larger than the Net Accumulation Value, you may reinstate
                    your Policy. The Policy will not lapse if, on each Monthly
                    Anniversary while the No Lapse Provision is in effect, the
                    Owner has met the No Lapse Premium Requirement. See page 30.

                    When you first receive your Policy you will have 10 days to
                    look it over, unless state law requires a greater time. This
                    is called the "Right-to-Examine" period. Use this time to
                    review your Policy and make sure it meets your needs. During
                    this period, your Initial Premium Payment will be deposited
                    in the Money Market Sub-Account. If you then decide you do
                    not want your Policy, we will return all Premium Payments to
                    you with no interest paid. See page 13.

                    SELECTION OF FUNDING VEHICLES

                    This Prospectus focuses on the Separate Account investment
                    information that makes up the "variable" part of the
                    contract. If you put money into the variable funding
                    options, you assume all the investment risk on that money.
                    This means that if the mutual fund(s) you select go up in
                    value, the value of your Policy, net of charges and
                    expenses, also goes up. If those funds lose value, so does
                    your Policy. Each fund has its own investment objective. You
                    should review each fund's Prospectus before making your
                    decision.

                    You must choose the Fund(s) in which you want to place each
                    Net Premium Payment. The Sub-Accounts make up the Separate
                    Account. Each Sub-Account invests in shares of a certain
                    Fund. A Sub-Account is not guaranteed and will increase or
                    decrease in value according to the particular Fund's
                    investment performance. See page 17.

                    You may also use our Fixed Account to fund your Policy. Net
                    Premium payments put into the Fixed Account:

                     - become part of our General Account;
                     - do not share the investment experience of the Separate
                       Account; and

4
<PAGE>
                     - have a guaranteed minimum interest rate of 4% per year.

                    Interest beyond 4% is credited at our discretion. For
                    additional information on the Fixed Account, see page 9.

                    NO LAPSE PROVISION

                    If elected on the application, this policy contains a
                    ten-year "No Lapse Provision". This means that the Policy
                    will not lapse during its first ten years regardless of the
                    gains or losses of the Funds you select as long as you pay
                    the specified No Lapse Premium. Therefore, the Initial Death
                    Benefit under your Policy will be guaranteed for ten years
                    even though your Net Accumulation Value is insufficient to
                    pay your current Monthly Deductions. Loans or Partial
                    Surrenders may jeopardize the No Lapse Provision. See page
                    30. Availability of the No Lapse Provision may vary in some
                    states.

                    CHARGES AND FEES

                    We deduct a premium charge of 5% from each Premium Payment.
                    We make Monthly Deductions for administrative expenses ($10
                    per month and, during the first two Policy Years, a monthly
                    charge per $1,000 of Specified Amount. See page 22 and
                    Appendix 1. This monthly charge also applies, for 24 months,
                    to any increase in Specified Amount) along with the Cost of
                    Insurance and any riders that are placed on your Policy. We
                    make daily charges against the Separate Account for
                    mortality and expense risk. This charge is guaranteed at an
                    annual rate of 0.90% for Policy Years 1-19 and 0.20% for
                    Policy Years 20 and beyond.

                    Each Fund has its own management fee charge, also deducted
                    daily. Each Fund's expense levels will affect its investment
                    results. The table on page 6 shows you the current expense
                    levels for each Fund.

                    Each Policy Year you may make 12 transfers between funding
                    options without charge. Beyond 12, a $25 fee may apply.

                    You may borrow within described limits against the Policy.
                    You may surrender the Policy totally or withdraw part of its
                    value.

                    The Surrender Charge is the amount retained by us if you
                    totally surrender your Policy within the first 15 Policy
                    Years. We charge you $25, but not more than 2% of the amount
                    withdrawn, each time you request a partial surrender of your
                    Policy. See page 23.

                    If you borrow against your Policy, interest will be charged
                    to the Loan Account Value. The annual interest rate is 8%.
                    Lincoln Life will credit interest of 7% per year on the Loan
                    Account Value. See page 28.

                    Charges and fees may be reduced in some circumstances. See
                    page 24.

                    FUND EXPENSES

                    The investment advisor for each of the Funds deducts a daily
                    charge as a percent of the net assets in each fund as an
                    asset management charge. The charge reflects asset
                    management fees of the investment advisor (Management Fees),
                    and other expenses

                                                                               5
<PAGE>
                    incurred by the funds (including 12b-1 fees for Class 2
                    shares and Other Expenses). The charge has the effect of
                    reducing the investment results credited to the Sub-
                    Accounts. Future Fund expenses will vary.

<TABLE>
<CAPTION>
                                                                           TOTAL ANNUAL
                                                                               FUND
                                                                             OPERATING                    TOTAL FUND
                                                                             EXPENSES                      OPERATING
                                                                              WITHOUT     TOTAL WAIVERS  EXPENSES WITH
                                  MANAGEMENT        12b-1        OTHER      WAIVERS OR         AND        WAIVERS OR
             FUND                    FEES           FEES       EXPENSES     REDUCTIONS     REDUCTIONS     REDUCTIONS
- ------------------------------  ---------------     -----     -----------  -------------  -------------  -------------
<S>                             <C>              <C>          <C>          <C>            <C>            <C>
AIM V.I. Growth Fund..........          0.64%            --         0.08%         0.72%            --           0.72%
AIM V.I. International Equity
  Fund........................          0.75%            --         0.16%         0.91%            --           0.91%
AIM V.I. Value Fund...........          0.61%            --         0.05%         0.66%            --           0.66%
Baron Capital Asset
  Fund--Insurance Shares
  (1).........................          1.00%          0.25%        6.37%         7.62%         (6.17%)         1.45%
BT EAFE Index Fund (2)........          0.45%            --         1.21%         1.66%         (1.01%)         0.65%
BT Equity 500 Index Fund
  (2).........................          0.20%            --         0.99%         1.19%         (0.89%)         0.30%
BT Small Cap Index Fund (2)...          0.35%            --         1.23%         1.58%         (1.13%)         0.45%
Delaware Group Delchester
  Series (3)..................          0.65%            --         0.10%         0.75%            --           0.75%
Delaware Group Devon Series
  (3).........................          0.65%            --         0.06%         0.71%            --           0.71%
Delaware Group Emerging
  Markets Series (4)..........          1.25%            --         0.42%         1.67%         (0.17%)         1.50%
Delaware Group REIT Series
  (5).........................          0.75%            --         0.27%         1.02%         (0.17%)         0.85%
Delaware Group Small Cap Value
  Series (6)..................          0.75%            --         0.10%         0.85%            --           0.85%
Delaware Group Trend Series
  (6).........................          0.75%                       0.10%         0.85%         (0.04%)         0.81%
Fidelity VIPII Contrafund
  Portfolio -- Service Class
  (7).........................          0.59%          0.10%        0.11%         0.80%            --           0.80%
Fidelity VIPIII Growth
  Opportunities Portfolio --
  Service Class (7)...........          0.59%          0.10%        0.11%         0.80%            --           0.80%
Janus Aspen Series Balanced
  Portfolio (8)...............          0.72%            --         0.02%         0.74%            --           0.74%
Janus Aspen Series Worldwide
  Growth Portfolio (8)........          0.67%            --         0.07%         0.74%         (0.02%)         0.72%
LN Bond Fund..................          0.44%            --         0.13%         0.57%            --           0.57%
LN Capital Appreciation
  Fund........................          0.76%            --         0.07%         0.83%            --           0.83%
LN Equity-Income Fund.........          0.72%            --         0.07%         0.79%                         0.79%
LN Global Asset Allocation
  Fund........................          0.72%            --         0.19%         0.91%            --           0.91%
LN Money Market Fund..........          0.48%            --         0.11%         0.59%            --           0.59%
LN Social Awareness Fund......          0.34%            --         0.04%         0.38%            --           0.38%
MFS Emerging Growth Series
  (9).........................          0.75%            --         0.10%         0.85%            --           0.85%
MFS Total Return Series (9)...          0.75%            --         0.16%         0.91%            --           0.91%
MFS Utilities Series (9)......          0.75%            --         0.26%         1.01%            --           1.01%
AMT Mid-Cap Growth Portfolio
  (10)(11)....................          0.85%            --         0.58%         1.43%         (0.43%)         1.00%
AMT Partners Portfolio
  (10)(11)....................          0.78%            --         0.06%         0.84%            --           0.84%
Templeton International Fund
  -- Class 2 (12).............          0.69%          0.25%        0.17%         1.11%            --           1.11%
Templeton Stock Fund -- Class
  2 (12)......................          0.70%          0.25%        0.19%         1.14%            --           1.14%
</TABLE>

                     ---------------------------------------------------
                     (1) The Adviser is contractually obligated to reduce its
                         fee to the extent required to limit Baron Capital Asset
                         Fund's total operating expenses to 1.5% for the first
                         $250 million of assets in the Fund, 1.35% for Fund
                         assets over $250 million, and 1.25% for Fund assets
                         over $500 million. Without the expense limitations,
                         total operating expenses for the Fund for the period
                         October 1, 1998 through December 31, 1998 would have
                         been 7.62%

                     (2) Under the Advisory Agreement with Bankers Trust Company
                         (the "Advisor"), the Funds will pay an advisory fee at
                         an annual percentage rate of 0.45%, 0.20% and 0.35% of
                         the average daily net assets of the Funds for the EAFE
                         Equity Index Fund, Equity 500 Index Fund and Small Cap
                         Index Fund, respectively. These fees are accrued daily
                         and paid monthly. The Advisor has voluntarily
                         undertaken to waive its fees

6
<PAGE>
                         and to reimburse the Funds for certain expenses so that
                         the Funds' total operating expenses will not exceed
                         0.65%, 0.30% and 0.45% of average daily net assets for
                         the EAFE Equity Index Fund, Equity 500 Index Fund and
                         Small Cap Index Fund, respectively.

                     (3) The investment advisor for the Devon Series and
                         Delchester Series is Delaware Management Company, Inc.
                         ("DMC"). Effective May 1, 1999 through October 31,
                         1999, DMC has voluntarily agreed to waive its
                         management fees and reimburse each Series for expenses
                         to the extent that total expenses will not exceed 0.80%
                         for the Devon Series and 0.80% for the Delchester
                         Series. Pursuant to a vote of the Fund's shareholders
                         on March 17, 1999, a new management fee structure based
                         on average daily net assets was approved as follows:
                         0.65% on the first $500 million, 0.60% on the next $500
                         million, 0.55% on the next $1,500 million, 0.50% on
                         assets in excess of $2,500 million; all per year.

                     (4) The investment advisor for the Emerging Markets Series
                         is Delaware International Advisors, Limited ("DIAL").
                         Effective May 1, 1999 through October 31, 1999, DIAL
                         has voluntarily agreed to waive its management fees and
                         reimburse the Series for expenses to the extent that
                         total expenses will not exceed 1.50% for the Emerging
                         Market Series. Pursuant to a vote of the Fund's
                         shareholders on March 17, 1999, a new management fee
                         structure based on average daily net assets was
                         approved as follows: 1.25% on the first $500 million,
                         1.20% on the next $500 million, 1.15% on the next
                         $1,500 million, 1.10% on assets in excess of $2,500
                         million; all per year.

                     (5) The investment advisor for the REIT Series is Delaware
                         Management Company, Inc. ("DMC"). Effective May 1, 1999
                         through October 31, 1999, DMC has voluntarily agreed to
                         waive its management fees and reimburse the Series for
                         expenses to the extent that total expenses will not
                         exceed 0.85% for the REIT Series. There is no change to
                         the current management fee structure.

                     (6) The investment advisor for the Trend Series and Small
                         Cap Value Series is Delaware Management Company, Inc.
                         ("DMC"). Effective May 1, 1999 through October 31,
                         1999, DMC has voluntarily agreed to waive its
                         management fee and reimburse each Series for expenses
                         to the extent that total expenses will not exceed 0.85%
                         for the Trend Series and 0.85% for the Small Cap Value
                         Series. Pursuant to a vote of the Fund's shareholders
                         on March 17, 1999, a new management fee structure based
                         on average daily net assets was approved as follows:
                         0.75% on the first $500 million, 0.70% on the next $500
                         million, 0.65% on the next $1,500 million, 0.60% on
                         assets in excess of $2,500 million; all per year.

                     (7) A portion of the brokerage commissions that certain
                         funds pay was used to reduce funds expenses. In
                         addition, certain funds, or Fidelity Management &
                         Research on behalf of certain funds, have entered into
                         arrangements with their custodian whereby realized as a
                         result of uninvested cash balances were used to reduce
                         custodian expenses. Including these reductions, the
                         total operating expenses presented in the table would
                         have been 0.75% for the VIP II Contrafund Portfolio and
                         0.79% for the VIP III Growth Opportunities Portfolio.

                     (8) All expenses are stated both with and without
                         contractual waivers and fee reductions by Janus
                         Capital. Fee reductions for the Worldwide Growth and
                         Balanced Portfolios reduce the Management Fee to the
                         level of the corresponding Janus retail fund. Other
                         waivers, if applicable, are first applied against the
                         Management Fee and then against Other Expenses. Janus
                         Capital has agreed to continue the waivers and fee
                         reductions until at least the annual renewal of the
                         advisory agreement.

                     (9) 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
                         disbursing agent. Each series may enter into other such
                         arrangements and directed brokerage arrangements, which
                         would also have the effect of reducing the series'
                         expenses. Expenses do not take into account these
                         expense reductions, and are therefore higher than the
                         actual expenses of the series.

                     (10) Neuberger Berman Advisers Management Trust is divided
                          into portfolios ("Portfolios"), each of which invests
                          all of its net investable assets in a corresponding
                          series ("Series") of Advisers Managers Trust. The
                          figures reported under "Investment Management and
                          Administration Fees" include the aggregate of the
                          administration fees paid by the Portfolio and the
                          management fees paid by its corresponding Series.
                          Similarly, "Other Expenses" includes all other
                          expenses of the Portfolio and its corresponding
                          Series.

                     (11) NBMI has undertaken to reimburse certain operating
                          expenses, including the compensation of NBMI (except
                          with respect to Partners Portfolio) and excluding
                          taxes, interest, extraordinary expenses, brokerage
                          commissions and transaction costs, that exceed, in the
                          aggregate, 1% of the Mid-Cap Growth and Partners
                          Portfolios' average daily net asset value. These
                          expense reimbursement agreements are subject to
                          termination upon 60 days written notice with respect
                          to the Mid-Cap Growth and Partners Portfolios, and
                          there can be no assurance that these policies will be
                          continued thereafter.

                     (12) Class 2 of the Fund has a distribution plan or "Rule
                          12b-1 plan" which is described in the Fund's
                          prospectus.

                                                                               7
<PAGE>
                    CHANGES IN SPECIFIED AMOUNT

                    The Initial Specified Amount you choose is the initial Death
                    Benefit.

                    Within certain limits, you may decrease or, with
                    satisfactory evidence of insurability, increase the
                    Specified Amount. The minimum Specified Amount is currently
                    $100,000. Such changes will affect other aspects of your
                    Policy. See page 25.

LINCOLN LIFE, THE SEPARATE ACCOUNT AND
THE GENERAL ACCOUNT

                    Lincoln Life, an Indiana life insurance company incorporated
                    in 1905, is among the nation's largest writers of annuities,
                    individual life insurance and life reinsurance. Wholly-owned
                    by Lincoln National Corporation ("LNC"), a publicly held
                    Indiana insurance holding company incorporated in 1968, it
                    is licensed in all states (except New York), the District of
                    Columbia, Guam, and the Commonwealth of the Northern Mariana
                    Islands. Its principal office is at 1300 South Clinton
                    Street, Fort Wayne, IN 46802. Lincoln Life, LNC and their
                    affiliates comprise the "Lincoln Financial Group" which
                    provides a variety of wealth accumulation and protection
                    products and services.

                    Lincoln Life Flexible Premium Variable Life Account M
                    ("Account M") is a "separate account" of the company
                    established on December 2, 1997. Under Indiana law, the
                    assets of Account M attributable to the Policies, though our
                    property, are not chargeable with liabilities of any other
                    business of Lincoln Life and are available first to satisfy
                    our obligations under the Policies. Account M income, gains,
                    and losses are credited to or charged against Account M
                    without regard to our other income, gains, or losses. Its
                    values and investment performance are not guaranteed. It is
                    registered with the Securities and Exchange Commission (the
                    "Commission") as a "unit investment trust" under the 1940
                    Act and meets the 1940 Act's definition of "separate
                    account". Such registration does not involve supervision by
                    the Commission of Account M's or our management, investment
                    practices, or policies. We have numerous other registered
                    separate accounts which fund other variable life insurance
                    policies and variable annuity contracts.

                    Account M is divided into Sub-Accounts, each of which is
                    invested solely in the shares of one of the Funds available
                    as funding vehicles under the Policies. On each Valuation
                    Day, (any day on which the New York Stock Exchange is open
                    and trading is unrestricted) Net Premium Payments allocated
                    to Account M will be invested in Fund shares at net asset
                    value, and monies necessary to pay for deductions, charges,
                    transfers and surrenders from Account M are raised by
                    selling Fund shares at net asset value.

                    The Funds and their investment objectives, which they may or
                    may not achieve are on pages 17-21. More Fund information is
                    in the Funds' prospectuses, which must accompany or precede
                    this prospectus and should be read carefully. Some Funds
                    have investment objectives and policies similar to those of
                    other funds managed by the same investment adviser. Their
                    investment results may be higher or lower than those of the
                    other funds. There can be no assurance, and no
                    representation is made, that a Fund's investment results
                    will be comparable to the investment results of any other
                    fund.

                    We reserve the right to add, withdraw or substitute Funds,
                    subject to the conditions of the Policy and to compliance
                    with regulatory requirements if, in our sole discretion,
                    legal, regulatory, marketing, tax or investment
                    considerations so warrant or in the event

8
<PAGE>
                    a particular Fund is no longer available for investment by
                    the Sub-Accounts. No substitution will take place without
                    prior approval of the Commission, to the extent required by
                    law.

                    Shares of the Funds may be used by us and other insurance
                    companies to fund both variable annuity contracts and
                    variable life insurance policies. While this is not
                    perceived as problematic, the Funds' governing bodies
                    (Boards of Directors/Trustees) have agreed to monitor events
                    to identify any material irreconcilable conflicts which
                    might arise and to decide what responsive action might be
                    appropriate. If a Sub-Account were to withdraw its
                    investment in a Fund because of a conflict, a Fund might
                    have to sell portfolio securities at unfavorable prices.

                    A Policy may also be funded in whole or in part through the
                    "Fixed Account", part of Lincoln Life's General Account
                    supporting its insurance and annuity obligations. We will
                    credit interest on amounts held in the Fixed Account as we
                    determine from time to time, but not less than 4% per year.
                    Interest, once credited, and Fixed Account principal are
                    guaranteed. Interests in the Fixed Account have not been
                    registered under the 1933 Act in reliance on exemptive
                    provisions. The Commission has not reviewed Fixed Account
                    disclosures, but they are subject to securities law
                    provisions relating to accuracy and completeness.

BUYING VARIABLE LIFE INSURANCE

                    The Policies this Prospectus offers are variable life
                    insurance policies which provide death benefit protection.
                    Investors not needing death benefit protection should
                    consider other forms of investment, as there are extra costs
                    and expenses of providing the insurance feature. Further,
                    life insurance purchasers who are risk-aversive or want more
                    predictable premium levels and benefits may be more
                    comfortable buying more traditional, non-variable life
                    insurance. However, variable life insurance is a flexible
                    tool for financial and investment planning for persons
                    needing death benefit protection and willing to assume
                    investment risk and to monitor investment choices they have
                    made.

                    Flexibility starts with the ability to make differing levels
                    of premium payments. A young family just starting out may
                    only be able to pay modest premiums initially but hope to
                    increase premium payments over time. At first, this family
                    would be paying primarily for the insurance feature (perhaps
                    at ages where the insurance cost is relatively low) and
                    later use a Policy more as a savings vehicle. A customer at
                    peak earning capacity may wish to pay substantial premiums
                    for a limited number of years prior to retirement, after
                    which Policy values may suffice, based on future expected
                    return results, though not guaranteed, to keep the Policy
                    inforce for the expected lifetime and to provide, through
                    loans, supplemental retirement income. A customer may be
                    able to pay a large single premium, using the Policy
                    primarily as a savings and investment vehicle for potential
                    tax advantages. A parent or grandparent may find a policy on
                    the life of a child or grandchild a useful gifting
                    opportunity over a period of years and the basis of an
                    investment program for the donee. A business may be able to
                    use a Policy to fund non-qualified executive compensation or
                    business continuation plans.

                    Sufficient premiums must always be paid to keep a policy
                    inforce, and there is a risk of lapse if premiums are too
                    low in relation to the insurance amount and if investment
                    results are less favorable than anticipated. The No Lapse
                    Provision, while in effect, may help to assure a death
                    benefit even if investment results are unfavorable.

                    Flexibility also results from being able to select, monitor
                    and change investment choices within a Policy. With the wide
                    variety of funding options available, it is possible to fine

                                                                               9
<PAGE>
                    tune an investment mix and change it to meet changing
                    personal objectives or investment conditions. Policy owners
                    should be prepared to monitor their investment choices on an
                    ongoing basis.

                    Variable life insurance has significant tax advantages under
                    current tax law. A transfer of values from one fund to
                    another within the Policy generates no taxable gain or loss.
                    Any investment income and realized capital gains within a
                    fund are automatically reinvested without being taxed to the
                    Policy owners. Policy values therefore accumulate on a tax-
                    deferred basis. These situations would normally result in
                    immediate tax liabilities in the case of direct investment
                    in mutual funds.

                    While these tax deferral features also apply to variable
                    annuities, liquidity (the ability of Policy owners to access
                    Policy values) is normally more easily achieved with
                    variable life insurance. Unless a policy has become a
                    "modified endowment contract" (see page 32), an Owner can
                    borrow Policy values tax-free, without surrender charges and
                    at very low net interest cost. Policy loans can be a source
                    of retirement income. Variable annuity withdrawals are
                    generally taxable to the extent of accumulated income, may
                    be subject to surrender charges, and will result in penalty
                    tax if made before age 59 1/2.

                    Depending on the death benefit option chosen, accumulated
                    Policy values may also be part of the eventual death benefit
                    payable. If a Policy is heavily funded and investment
                    performance is very favorable, the death benefit may
                    increase even further because of tax law requirements that
                    the death benefit be a certain multiple of Policy value,
                    depending on the Insured's age (see page 25). The death
                    benefit is income-tax free and may, with proper estate
                    planning, be estate-tax free. A tax advisor should be
                    consulted.

                    There are costs and expenses of variable life insurance
                    ownership which are directly related to Policy values (i.e.
                    asset based costs), as is true with investment in mutual
                    funds or variable annuities. A significant additional cost
                    of variable life insurance is the "cost of insurance" charge
                    which is imposed on the "amount at risk" (the death benefit
                    less Policy value) and increases as the insured grows older.
                    This charge varies by age, underwriting classification,
                    smoking status and in most states by gender. The effect of
                    its increase can be seen in illustrations in this Prospectus
                    (see Appendix 5) or in personalized illustrations available
                    upon request. Surrender Charges, which decrease over time,
                    are another significant additional cost if the Policy is not
                    retained.

                    REPLACEMENTS

                    Before purchasing the Policy to replace, or to be funded
                    with proceeds borrowed or withdrawn from, an existing life
                    insurance policy, an applicant should consider a number of
                    matters. Will any commission be paid to an agent or any
                    other person with respect to the replacement? Are coverages
                    and comparable values available from the Policy, as compared
                    to his or her existing policy? The Insured may no longer be
                    insurable, or the contestability period may have elapsed
                    with respect to the existing policy, while the Policy could
                    be contested. You should consider similar matters before
                    deciding to replace the Policy or withdraw funds from the
                    Policy for the purchase of funding a new policy of life
                    insurance.

APPLICATION

                    Any person who wants to buy a Policy must first complete our
                    application form.

                    A completed application identifies and provides sufficient
                    information about the prospective insured to permit us to
                    begin underwriting the risks under the Policy. We require a
                    medical history and examination of the Insured. We may
                    decline to provide

10
<PAGE>
                    insurance, or may place the Insured into a special
                    underwriting category (these include preferred, non-smoker
                    standard, smoker standard, non-smoker substandard and smoker
                    substandard). The amount of the Cost of Insurance deducted
                    monthly from the Policy value after issue varies among the
                    underwriting categories as well as by Age and, in most
                    states, gender of the Insured.

                    The applicant will initially select the Beneficiary or
                    Beneficiaries who are to receive Death Benefit Proceeds, the
                    initial face amount (the "Initial Specified Amount") of the
                    Death Benefit and which of two methods of computing the
                    Death Benefit is to be used. (See DEATH BENEFITS, Death
                    Benefit Options). The applicant will also indicate both the
                    frequency and amount of Premium Payments, (see PREMIUM
                    FEATURES), and how Policy values are initially to be
                    allocated among the available funding options following the
                    expiration of the Right-to-Examine Period. (See
                    RIGHT-TO-EXAMINE PERIOD).

OWNERSHIP

                    The Owner is the person or persons named as "Owner" in the
                    application, and on the Date of Issue will usually be
                    identified as "Owner" in the Policy Specifications. If no
                    person is identified as Owner in the Policy Specifications,
                    then the Insured is the Owner. The person or persons
                    designated to be Owner of the Policy must have, or hold
                    legal title for the sole benefit of a person who has, an
                    "insurable interest" in the life of the Insured under
                    applicable state law. The Owner may be the Insured, or any
                    other natural person or non-natural entity.

                    The Owner is entitled to exercise rights under the Policy so
                    long as the Insured is living. These rights include the
                    power to select and change the Beneficiary, except as state
                    law may restrict, and the Death Benefit Option. The Owner
                    generally also has the right to request policy loans, make
                    partial surrenders or surrender the Policy. The Owner may
                    also name a new owner, assign the Policy or agree not to
                    exercise all of the Owner's rights under the Policy.

                    If the Owner predeceases the Insured, the Owner's rights in
                    the Policy will belong to the Owner's estate, unless
                    otherwise specified to us.

BENEFICIARY

                    The Beneficiary is designated by the Owner or the Applicant
                    to receive the Death Benefit proceeds payable under the
                    Policy. The person or persons named in the application as
                    "Beneficiary" are the Beneficiaries of the Death Benefit
                    under the Policy, unless subsequently changed. Multiple
                    Beneficiaries will be paid in equal shares, unless otherwise
                    specified to us.

                    Except when we have acknowledged an assignment of the Policy
                    or an agreement not to change the Beneficiary, or when state
                    law restricts, the Owner may change the Beneficiary at any
                    time while the Insured is living. Any request for a change
                    in the Beneficiary must be submitted to us in a written form
                    satisfactory to us. When we have recorded the change of
                    Beneficiary, it will be effective as of the date of
                    signature or, if there is no such date, the date recorded.
                    No change of Beneficiary will affect or prejudice us as to
                    any payment made or action taken by us before it was
                    recorded.

                    If any Beneficiary dies before the Insured, the
                    Beneficiary's potential interest shall pass to any surviving
                    Beneficiaries, unless otherwise specified to us. If no named
                    Beneficiary survives the Insured, any Death Benefit Proceeds
                    will be paid to the Owner or the Owner's executor,
                    administrator or assignee.

                                                                              11
<PAGE>
THE POLICY

                    The Policy is the life insurance contract described in the
                    Prospectus. The Date of Issue is the date on which we begin
                    life insurance coverage under a Policy, assuming the initial
                    premium has been paid. A Policy Year is each twelve month
                    period, beginning with the Date of Issue, during which the
                    Policy is in effect. The Policy Anniversary is the day of
                    the year the Policy was issued.

                    On issuance, we will deliver a life insurance contract
                    ("Policy") to you. Please promptly review the Policy to
                    confirm that it sets forth the features specified in the
                    application. The ownership and other options set forth in
                    the Policy are registered, and may be transferred, solely on
                    our books and records. Mere possession of the Policy does
                    not imply ownership rights. If you lose the Policy, we will
                    issue a replacement on request and may charge a fee.

                    POLICY SPECIFICATIONS

                    The Policy includes a "Policy Specifications" page, with
                    supporting schedules, stating Policy information including
                    the identity of the Owner, the Date of Issue, the Initial
                    Specified Amount, the Death Benefit Option selected, the
                    Insured, the Issue Age, the Beneficiary, the initial Premium
                    Payment, the Surrender Charges, Expense Charges and Fees,
                    Guaranteed Maximum Cost of Insurance Rates, and the No Lapse
                    Premium, if elected.

PREMIUM FEATURES

                    You may select and vary the frequency and the amount of
                    Premium Payments and the allocation of Net Premium Payments.
                    After the Initial Premium Payment is made there is no
                    minimum premium required, except to maintain the No Lapse
                    Provision, if elected. (See LAPSE AND REINSTATEMENT No Lapse
                    Provision). The initial Premium Payment is due on the
                    Effective Date (the date on which the initial premium is
                    applied to the Policy) and must be equal to or exceed the
                    amount necessary to provide for two Monthly Deductions. If
                    the Insured is still living upon attaining Age 100, and the
                    Policy has not lapsed or been surrendered, there are certain
                    changes under the Policy. We will no longer accept Premium
                    Payments or transfer amounts to the Sub-Accounts, and will
                    make no further monthly deductions. Policy Values held in
                    the Separate Account will be transferred to the Fixed
                    Account. The Policy will remain in force until surrender or
                    the Insured's Death.

                    PLANNED PREMIUMS; ADDITIONAL PREMIUMS

                    "Planned Premiums" are the amount of premiums (as shown in
                    the Policy Specifications) the Applicant chooses to pay on a
                    scheduled basis. This is the amount for which we send a
                    premium reminder notice.

                    Any subsequent Premium Payments ("Additional Premiums") must
                    be sent directly to the Administrative Office. We credit
                    Additional Premiums when we receive them. Premium Payments
                    may be billed annually, semiannually, or quarterly.
                    Pre-authorized automatic Additional Premium Payments can
                    also be arranged at any time.

                    Unless specifically otherwise directed, any payment received
                    (other than any Premium Payment necessary to prevent, or
                    cure, Policy lapse) will be applied first to reduce Policy
                    indebtedness. There is no premium load on such payments to
                    the extent applied to reduce indebtedness.

12
<PAGE>
                    LIMITS ON RIGHT TO MAKE PAYMENTS OF ADDITIONAL AND PLANNED
                    PREMIUMS

                    You may increase Planned Premiums, or pay Additional
                    Premiums, subject to the following limitations and our right
                    to limit the amount or frequency of Additional Premiums.

                    We may require evidence of insurability if any payment of
                    Additional Premium (including Planned Premium) would
                    increase the difference between the Death Benefit and the
                    Accumulation Value. If we are unwilling to accept the risk,
                    we will refund the increase in premium without interest and
                    without participation of such amounts in any underlying
                    investment.

                    We may also decline, and would return, any Additional
                    Premium (including Planned Premium) or a portion thereof
                    that would result in total Premium Payments exceeding the
                    maximum limitation for life insurance under federal tax
                    laws.

                    PREMIUM LOAD; NET PREMIUM PAYMENT

                    We deduct a "premium load" of 5% from each Premium Payment,
                    for certain Policy-related state tax and federal income tax
                    liabilities and a portion of our sales expenses. The Premium
                    Payment, net of the premium load, is called the "Net Premium
                    Payment."

RIGHT-TO-EXAMINE PERIOD

                    If you mail or deliver the Policy for cancellation to the
                    Administrative Office on or before 10 days (20 to 30 days in
                    some states) after delivery of the Policy (longer for
                    Policies issued in replacement of other insurance), (the
                    "Right-to-Examine Period"), we will refund to you all
                    Premium Payments.

                    Any Premium Payments we receive before the end of the
                    Right-to-Examine Period will be held in the Money Market
                    Sub-Account, and will be allocated to the Sub-Accounts
                    designated by the Owner at the end of the Right-to-Examine
                    Period. If the Policy is returned for cancellation within
                    the Right-to-Examine Period, we will return any Premium
                    Payments within seven days, although refund of a Premium
                    Payment made by check may be delayed until the check clears.

TRANSFERS AND ALLOCATION AMONG ACCOUNTS

                    ALLOCATION OF NET PREMIUM PAYMENTS

                    The allocation of Net Premium Payments among the Fixed
                    Account and Sub-Accounts may be set forth in the
                    application. You may change it at any time. The amount
                    allocated to any Sub-Account must be in whole percentages
                    and result in a Sub-Account Value of at least $100 or a
                    Fixed Account Value of $2,500. We may waive minimum balance
                    requirements on the Sub-Accounts.

                    TRANSFERS

                    You may make transfers among the Sub-Account and to the
                    Fixed Account as set forth below, until the Insured reaches
                    Age 100. Carefully consider current market conditions and
                    each Sub-Account's investment policies and related risks
                    before allocating money to the Sub-Accounts.

                    Within 30 days after each anniversary of the Date of Issue,
                    you may transfer up to 20% of the Fixed Account Value (as of
                    that anniversary date) to one or more Sub-Accounts.

                                                                              13
<PAGE>
                    The cumulative amount of transfers from the Fixed Account
                    within any such 30 day period cannot exceed 20% of the Fixed
                    Account Value on the most recent Policy Anniversary. Up to
                    12 transfer requests (a request may involve more than a
                    single transfer) may be made in any Policy Year without
                    charge, and any value remaining in the Fixed Account or in a
                    Sub-Account after a transfer must be at least $100. We may
                    impose a minimum transfer amount and a charge for each
                    transfer request in excess of 12 requests in any Policy
                    Year, and may further limit transfers from the Fixed Account
                    at any time.

                    Transfers must be made in proper written form, unless you
                    have given us written authorization to accept telephone
                    transactions. Telephone transaction authorization and
                    procedures are described in COMMUNICATIONS WITH LINCOLN
                    LIFE, Telephone Transaction Privileges. Written transfer
                    requests or adequately authenticated telephone transfer
                    requests received at the Administrative Office by the close
                    of the New York Stock Exchange (usually 4:00 PM ET) on a
                    Valuation Day will be effective as of that day. Otherwise,
                    requests will be effective as of the next Valuation Day.

                    Any transfer among the Sub-Accounts or to the Fixed Account
                    will result in the crediting and cancellation of
                    Accumulation Units based on the Accumulation Unit values
                    next determined after the Administrative Office receives a
                    request in proper written form or adequately authenticated
                    telephone transfer requests. Any transfer made which causes
                    the remaining value of Accumulation Units for a Sub-Account
                    or the Fixed Account to be less than $100 may result in
                    those remaining Accumulation Units being canceled and their
                    aggregate value reallocated proportionately among the other
                    Sub-Accounts and the Fixed Account to which Policy values
                    are then allocated.

                    OPTIONAL SUB-ACCOUNT ALLOCATION PROGRAMS

                    You may participate either in Dollar Cost Averaging or
                    Automatic Rebalancing programs, currently without charge,
                    but not in both at once.

                    DOLLAR COST AVERAGING

                    Dollar Cost Averaging systematically transfers specified
                    dollar amounts from the Money Market Sub-Account. Transfer
                    allocations may be made to one or more of the Sub-Accounts
                    (not the Fixed Account) on a monthly or quarterly basis.
                    These transfers do not count against the free transfers
                    available. By making allocations on a regularly scheduled
                    basis, instead of on a lump sum basis, you may reduce
                    exposure to market volatility. Dollar Cost Averaging will
                    not assure a profit or protect against a declining market.

                    In Dollar Cost Averaging, the value in the Money Market
                    Sub-Account must be at least $1,000 initially. The minimum
                    amount that may be allocated is $50 monthly.

                    An election for Dollar Cost Averaging is effective after the
                    Administrative Office receives your request in proper
                    written form or by telephone, if adequately authenticated.
                    An election is effective within ten business days, but only
                    if there is sufficient value in the Money Market
                    Sub-Account. We may waive Dollar Cost Averaging minimum
                    deposit and transfer requirements.

                    Dollar Cost Averaging terminates automatically: (1) if the
                    number of designated transfers has been completed; (2) if
                    the value in the Money Market Sub-Account is insufficient to
                    complete the next transfer; (3) within one week after the
                    Administrative Office receives a request for termination in
                    proper written form or by telephone, if adequately
                    authenticated; or (4) if the Policy is surrendered.

14
<PAGE>
                    AUTOMATIC REBALANCING

                    Automatic Rebalancing periodically restores to a
                    pre-determined level the percentage of Policy value
                    allocated to each Sub-Account (e.g. 20% Money Market, 50%
                    Growth, 30% Utilities). The Fixed Account is not subject to
                    rebalancing. The pre-determined level is the allocation
                    initially selected on the application, until you change it.
                    If Automatic Rebalancing is elected, all Net Premium
                    Payments allocated to the Sub-Accounts will be subject to
                    Automatic Rebalancing.

                    You may select Automatic Rebalancing on a quarterly,
                    semi-annual or annual basis. Automatic Rebalancing may be
                    elected, terminated or the allocation may be changed at any
                    time, effective within ten business days after our
                    Administrative Office receives your request in proper
                    written form or by telephone, if adequately authenticated.

POLICY VALUES

                    The Accumulation Value is the sum of the Fixed Account
                    Value, Separate Account Value and the Loan Account Value.
                    The Accumulation Value of the Policy depends on the
                    performance of the underlying investments. Policy values are
                    used to pay for Policy fees and expenses, including the Cost
                    of Insurance. Premium Payments to meet your objectives will
                    vary based on the investment performance of the underlying
                    investments. A market downturn, affecting the Sub-Accounts
                    upon which the Accumulation Value of a particular Policy
                    depends, may require Additional Premium Payments beyond
                    those expected (unless the No Lapse Provision requirements
                    have been satisfied) to maintain the level of coverage or to
                    avoid lapse of the Policy. We strongly suggest you review
                    periodic statements to determine if Additional Premium
                    Payments may be necessary to avoid lapse of the Policy.

                    We will tell you at least annually the Accumulation Value,
                    the number of Accumulation Units credited to the Policy,
                    current Accumulation Unit values, Sub-Account values, the
                    Fixed Account Value and the Loan Account Value.

                    ACCUMULATION VALUE

                    The portion of a Premium Payment, after deduction of 5.0%
                    for the premium load, is the Net Premium Payment. It is the
                    Net Premium Payment that is available for allocation to the
                    Fixed Account or Sub-Accounts.

                    We credit Net Premium Payments to the Policy as of the end
                    of the Valuation Period in which it is received at the
                    Administrative Office. The Valuation Period is the time
                    between Valuation Days, and a Valuation Day is every day on
                    which the New York Stock Exchange is open and trading is
                    unrestricted. Accumulation Units are valued on every
                    Valuation Day.

                    The "Accumulation Value" of a Policy is determined by: (1)
                    multiplying the total number of Variable Accumulation Units
                    credited to the Policy for each Sub-Account by its
                    appropriate current Variable Accumulation Unit Value; (2) if
                    a combination of Sub-Accounts is elected, totaling the
                    resulting values; and (3) adding any values attributable to
                    the Fixed Account and the Loan Account. The Accumulation
                    Value will be affected by Monthly Deductions.

                    SEPARATE ACCOUNT VALUE

                    The Separate Account Value is the portion of the
                    Accumulation Value attributable to the Separate Account.

                                                                              15
<PAGE>
                    VARIABLE ACCUMULATION UNIT VALUE

                    All or a part of a Net Premium Payment allocated to a
                    Sub-Account is converted into Variable Accumulation Units by
                    dividing the amount allocated by the value of the Variable
                    Accumulation Unit for the Sub-Account next calculated after
                    it is received at the Administrative Office. The Variable
                    Accumulation Unit Value for each Sub-Account was initially
                    established at $10.00. It may increase or decrease from one
                    Valuation Period to the next. Allocations to Sub-Accounts
                    are made only as of the end of a Valuation Day.

                    VARIABLE ACCUMULATION UNITS

                    The "Variable Accumulation Unit" is a unit of measure used
                    in the calculation of the value of each Sub-Account. The
                    Variable Accumulation Unit value for a Sub-Account for a
                    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 Separate
                          Account; and
                       3. The result of (1) minus (2) is divided by the number
                          of Variable Accumulation Units outstanding at the
                          beginning of the Valuation Period.

                    The daily charge imposed on a Sub-Account for any Valuation
                    Period is equal to the daily mortality and expense risk
                    charge multiplied by the number of calendar days in the
                    Valuation Period. The amount of Monthly Deduction allocated
                    to each Sub-Account will result in the cancellation of
                    Variable Accumulation Units that have an aggregate value on
                    the date of such deduction equal to the total amount by
                    which the Sub-Account Value is reduced.

                    The number of Variable Accumulation Units credited to a
                    Policy will not be changed by any subsequent change in the
                    value of a Variable Accumulation Unit. Such value may vary
                    from Valuation Period to Valuation Period to reflect the
                    investment experience of the Fund used in a particular
                    Sub-Account and fees and charges under the Policy.

                    FIXED ACCOUNT AND LOAN ACCOUNT VALUE

                    The Fixed Account Value and the Loan Account Value reflect
                    amounts allocated to our general account through payment of
                    premiums, through transfers from the Separate Account or
                    loans and interest charged. We guarantee the Fixed Account
                    Value.

                    NET ACCUMULATION VALUE

                    The "Net Accumulation Value" is the Accumulation Value less
                    the Loan Account Value. The Net Accumulation Value
                    represents the net value of the Policy and is the basis for
                    calculating the Surrender Value.

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<PAGE>
FUNDS

                    Each of the Sub-Accounts of the Separate Acount is invested
                    solely in the shares of one of the Funds available under the
                    Policies. Each of the Funds is a series of one of sixteen
                    Massachusetts or Delaware business trusts or Maryland
                    corporations, collectively referred to below as the
                    "Trusts." Each such trust or corporation 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 the Delaware Group Emerging Market Series are
                    diversified under the 1940 Act.

                    Listed below are the Trusts, their investment advisers and
                    distributors, and the Funds within each that are available
                    under the Policies:

                    AIM VARIABLE INSURANCE FUNDS, INC., managed by A I M
                    Advisors, Inc., and distributed by A I M Distributors Inc.,
                    11 Greenway Plaza, Suite 100, Houston, TX 77046-1173

                        AIM V.I. Growth Fund
                        AIM V.I. International Equity Fund
                        AIM V.I. Value Fund

                    BARON CAPITAL FUNDS TRUST, managed by BAMCO, Inc. and
                    distributed by Baron Capital Inc. 767 Fifth Avenue, New
                    York, NY 10153

                        Baron Capital Asset Fund -- Insurance Shares

                    BT INSURANCE FUNDS 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

                        EAFE-Registered Trademark- Equity Index Fund
                        Equity 500 Index Fund
                        Small Cap Index Fund

                    DELAWARE GROUP PREMIUM FUND, INC., managed by Delaware
                    Management Company, Inc., 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

                        Delchester Series
                        Devon Series
                        Emerging Markets Series
                        REIT Series
                        Small Cap Value Series
                        Trend Series

                    FIDELITY VARIABLE INSURANCE PRODUCTS FUND II, AND VARIABLE
                    INSURANCE PRODUCTS FUND III, managed by Fidelity Management
                    & Research Company and distributed by Fidelity Distributors
                    Corporation, 82 Devonshire Street, Boston, MA 02109

                        Fidelity VIP II Contrafund Portfolio -- Service Class
                        Fidelity VIP III Growth Opportunities Portfolio --
                        Service Class

                    JANUS ASPEN SERIES, managed by Janus Capital, 100 Fillmore
                    St. Denver, CO 80206-4928, and self-distributed.

                        Janus Aspen Series Balanced Portfolio
                        Janus Aspen Series Worldwide Growth Portfolio

                                                                              17
<PAGE>
                    LINCOLN NATIONAL FUNDS, managed by Lincoln Investment
                    Management, Inc., 200 East Berry Street, Fort Wayne IN
                    46802, and distributed by Lincoln Financial Advisors, Inc.,
                    350 Church Street, Hartford CT 06103. Sub-advisors are also
                    noted.

                        LN Bond Fund, Inc.
                        LN Capital Appreciation Fund, Inc. (Sub-advised by Janus
                        Capital Corp.)
                        LN Equity-Income Fund, Inc. (Sub-advised by Fidelity
                        Management Trust Co.)
                        LN Global Asset Allocation Fund, Inc. (Sub-advised by
                        Putnam Investment Management, Inc.)
                        LN Money Market Fund, Inc.
                        LN Social Awareness Fund, Inc. (Sub-advised by Vantage
                        Investment Advisors, Inc.)

                    MFS-REGISTERED TRADEMARK- VARIABLE INSURANCE TRUST, managed
                    by Massachusetts Financial Services Company and distributed
                    by MFS Fund Distributors, Inc., 500 Boylston Street, Boston,
                    MA 02116

                        MFS Emerging Growth Series
                        MFS Total Return Series
                        MFS Utilities Series

                    NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST, managed and
                    distributed by NB Management Incorporated, 605 Third Avenue,
                    2nd Floor, New York, NY 10158-0006

                        NB AMT Mid-Cap Growth Portfolio
                        NB AMT Partners Portfolio

                    TEMPLETON VARIABLE PRODUCTS SERIES FUND, managed by
                    Templeton Investment Counsel, Inc. and its Templeton and
                    Franklin affiliates and distributed by Franklin/ Templeton
                    Distributors, Inc., 100 Fountain Parkway, St. Petersburg, FL
                    33716-1205

                        Templeton International Fund -- Class 2
                        Templeton Stock Fund -- Class 2

                    The investment advisory fees charged the Funds by their
                    advisers are shown on page 6 of this Prospectus.

                    Below is a brief description of the investment objective and
                    program of each Fund. There can be no assurance that any of
                    the stated investment objectives will be achieved.

                    AIM V.I. GROWTH FUND (Large Cap Stocks): Seeks growth of
                    capital primarily by investing in seasoned and better
                    capitalized companies considered to have strong earnings
                    momentum. Current income will not be a criterion of
                    investment selection, and any such income should be
                    considered incidental.

                    AIM V.I. INTERNATIONAL EQUITY FUND (Large Cap Stocks --
                    International): Seeks to provide long-term growth of capital
                    by investing in a diversified portfolio of international
                    equity securities whose issuers are considered to have
                    strong earnings momentum. The fund seeks to meet this
                    objective by investing at least 70% of its total assets in
                    marketable equity securities of foreign companies that are
                    listed on a recognized foreign securities exchange or traded
                    in a foreign over-the-counter market.

                    AIM V.I. VALUE FUND (Large Cap Stocks): Seeks to achieve
                    long-term growth of capital by investing primarily in equity
                    securities judged by its investment advisor to be
                    undervalued relative to the investment advisor's appraisal
                    of current or projected earnings of the companies issuing
                    the securities, or relative to current market values of

18
<PAGE>
                    assets owned by the companies issuing the securities or
                    relative to the equity markets generally. Income is a
                    secondary objective and would be satisfied principally from
                    the interest (interest and dividends) generated by the
                    common stocks, convertible bonds and convertible preferred
                    stocks that make up the Fund's portfolio.

                    BARON CAPITAL ASSET FUND -- INSURANCE SHARES (Small/Medium
                    Cap U.S. Stocks): Seeks capital appreciation through
                    investments in securities of small sized companies with
                    market capitalizations of approximately $100 million to $1.5
                    billion, and medium sized companies with market
                    capitalizations of $1.5 billion to $5 billion, with
                    undervalued assets or favorable growth prospects.

                    BT EAFE-REGISTERED TRADEMARK- FUND (Large Cap Stocks --
                    International): Seeks to replicate as closely as possible
                    (before the deduction of Expenses) the total return of the
                    Europe, Australia, Far East Index (the
                    EAFE-Registered Trademark- Index) , a
                    capitalization-weighted index containing approximately 1,100
                    equity securities of companies located outside the United
                    States.

                    BT EQUITY 500 INDEX FUND (Large Cap U.S. 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.

                    BT SMALL CAP INDEX FUND (Small/Medium Cap U.S. Stocks):
                    Seeks to replicate as closely as possible (before the
                    deduction of Expenses) the total return of the Russell 2000
                    Small Stock Index (the "Russell 2000"), an index consisting
                    of approximately 2,000 small-capitalization common stocks.

                    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.

                    DELAWARE GROUP DEVON SERIES (Large Cap U.S. Stocks): Seeks
                    current income and capital appreciation 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 EMERGING MARKETS SERIES (Emerging Markets
                    Stocks): Seeks to achieve long-term capital appreciation by
                    investing primarily in equity securities of issuers located
                    or operating in emerging counties. 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 REIT SERIES (Small/Medium Cap U.S.
                    Stocks/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/Medium Cap U.S.
                    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.

                                                                              19
<PAGE>
                    DELAWARE GROUP TREND SERIES (Small/Medium Cap U.S. 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 marketplace and to have fundamental characteristics
                    to support growth. Income is not an objective.

                    FIDELITY VIP II CONTRAFUND PORTFOLIO -- SERVICE CLASS (Large
                    Cap U.S. Stocks): Seeks capital appreciation by investing
                    primarily in securities of companies whose value the advisor
                    believes is not fully recognized by the public.

                    FIDELITY VIP III GROWTH OPPORTUNITIES PORTFOLIO -- SERVICE
                    CLASS (Large Cap U.S. Stocks): Seeks capital growth by
                    investing primarily in common stocks.

                    JANUS ASPEN SERIES BALANCED PORTFOLIO (Balanced): Seeks long
                    term growth of capital, consistent with the preservation of
                    capital and balanced by current income. The Portfolio
                    normally invests 40-60% of its assets in securities selected
                    primarily for their growth potential and 40-60% of its
                    assets in securities selected primarily for their income
                    potential.

                    JANUS ASPEN SERIES WORLDWIDE GROWTH PORTFOLIO (Large Cap
                    Stocks -- Global): Seeks long-term growth of capital in a
                    manner consistent with the preservation of capital by
                    investing primarily in common stocks of foreign and domestic
                    insurers.

                    LINCOLN NATIONAL BOND FUND (Investment Grade 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 CAPITAL APPRECIATION FUND (Large Cap U.S.
                    Stocks): Seeks long-term growth of capital in a manner
                    consistent with preservation of capital. The fund invests in
                    a large number of companies of all sizes if the companies
                    are competing well and if their products and services are in
                    high demand. It may also buy some money market securities
                    and bonds, including junk (high risk) bonds.

                    LINCOLN NATIONAL EQUITY-INCOME FUND (Large Cap U.S. Stocks):
                    Seeks to achieve reasonable income by investing primarily in
                    income-producing equity securities. The fund invests mostly
                    in high-yielding bonds (including junk bonds)

                    LINCOLN NATIONAL GLOBAL ASSET ALLOCATION FUND (Balanced --
                    International): Seeks long-term total return consistent with
                    preservation of capital. The fund allocates its assets among
                    several categories of equity and fixed-income securities,
                    both of U.S. and foreign insurers.

                    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-chartered banks and U.S. branches of foreign
                    banks.

                    LINCOLN NATIONAL SOCIAL AWARENESS FUND (Large Cap U.S.
                    Stock/Specialty): Seeks to achieve long-term capital
                    appreciation, by investing in stocks of established
                    companies which adhere to certain specific social criteria.

                    MFS EMERGING GROWTH SERIES (Small/Medium Cap U.S. Stocks):
                    Seeks to provide long-term growth of capital.

                    MFS TOTAL RETURN SERIES (Balanced): Seeks primarily to
                    provide 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.

20
<PAGE>
                    MFS UTILITIES SERIES (Small/Medium Cap U.S.
                    Stocks/Specialty): Seeks capital growth and current income
                    (income above that available from a portfolio invested
                    entirely in equity securities).

                    NB AMT MID-CAP GROWTH PORTFOLIO (Small/Medium Cap U.S.
                    Stocks): Seeks growth of capital through an investment
                    approach that is designed to increase capital with
                    reasonable risk. It invests mainly in common stocks of
                    mid-to-large capitalization companies.

                    NB AMT PARTNERS PORTFOLIO (Small/Medium Cap U.S. Stocks):
                    Seeks growth of capital and invests mainly in common stocks
                    of mid-to-large capitalization companies using the
                    value-oriented investment approach.

                    TEMPLETON INTERNATIONAL FUND -- CLASS 2 (Large Cap Stocks --
                    International): Seeks long-term capital growth. It invests
                    primarily in stocks of companies outside the United States,
                    including emerging markets. Any income realized will be
                    incidental.

                    TEMPLETON STOCK FUND -- CLASS 2 (Large Cap Stocks --
                    Global): Seeks long-term capital growth. Invests primarily
                    in equity securities issued by companies, large and small,
                    in various nations throughout the world, including the
                    United States and emerging markets.

                    Several of the 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. Please review the prospectuses carefully.

                    There is no assurance that the investment objective of any
                    of the Funds will be met. You assume all of the investment
                    performance risk for the Sub-Accounts you select. There is
                    investment performance risk in each of the Sub-Accounts,
                    although the amount of such risk varies significantly among
                    the Sub-Accounts. Read each Fund's prospectus carefully and
                    understand the risks before making or changing investment
                    choices. Additional Funds may, from time to time, be made
                    available as underlying investments. The right to select
                    among Funds will be limited by terms and conditions we
                    impose (See "Allocation of Net Premium Payments").

                    SUBSTITUTION OF SECURITIES

                    If the shares of any Fund should no longer be available for
                    investment by the Separate Account or if, in our judgment,
                    further investment in such shares should cease to be
                    appropriate in view of the purpose of the Separate Account
                    or in view of legal, regulatory or federal income tax
                    restrictions, we may substitute shares of another Fund.
                    There will be no substitution of securities in any
                    Sub-Account without prior approval of the Commission.

                    VOTING RIGHTS

                    We will vote the shares of each Fund held in the Separate
                    Account at special meetings of the shareholders of the
                    particular Fund in accordance with instructions received by
                    the Administrative Office in proper written form from
                    persons having a voting interest in the Separate Account.
                    Lincoln Life will vote shares for which it has not received
                    instructions in the same proportion as it votes shares in
                    the Separate Account for which it has received instructions.
                    The Funds do not hold regular meetings of shareholders.

                                                                              21
<PAGE>
                    The number of shares which a person has a right to vote will
                    be determined as of a date to be chosen by the appropriate
                    Fund not more than sixty (60) days prior to the meeting of
                    the particular Fund. Voting instructions will be solicited
                    by written communication at least fourteen (14) days prior
                    to the meeting.

                    FUND PARTICIPATION AGREEMENTS

                    Lincoln Life has entered into agreements with the various
                    Trusts and their advisers or distributors under which
                    Lincoln Life makes the Funds available under the Policies
                    and performs certain administrative services. In some cases,
                    the advisers or distributors may compensate Lincoln Life at
                    annual rates of between .10% and .25% of assets in a
                    particular Fund attributable to the Policies.

CHARGES AND FEES

                    We deduct charges in connection with the Policy to
                    compensate us for providing the Policy's insurance benefit,
                    administering the Policy, assuming certain risks under the
                    Policy and for sales-related expenses we incur.

                    The nature and amount of these charges are as follows:

                    DEDUCTIONS MADE MONTHLY

                    We make various expense deductions monthly. The Monthly
                    Deductions, including administrative expenses, the Cost of
                    Insurance Charges, and charges for supplemental riders or
                    benefits, if any, are deducted proportionately from the Net
                    Accumulation Value of each underlying investment subject to
                    the charge. For Sub-Accounts, Variable Accumulation Units
                    are canceled and the value of the canceled Units withdrawn
                    in the same proportion as their respective values have to
                    the Net Accumulation Value. The Monthly Deductions are made
                    on the "Monthly Anniversary Day", the Date of Issue and the
                    same day of each month thereafter, or if there is no such
                    date in a given month, then the first Valuation Day of the
                    next month. If the day that would otherwise be a Monthly
                    Anniversary Day is not a Valuation Day, then the Monthly
                    Anniversary Day is the next Valuation Day.

                    If the Net Accumulation Value is insufficient to cover the
                    current Monthly Deduction, you have a 61-day period ("Grace
                    Period") to make a payment sufficient to cover that
                    deduction. (See Lapse and Reinstatement: Lapse of a Policy)

                    If the Insured attains Age 100 with the Policy still in
                    effect, no further Monthly Deductions will be made, the
                    Separate Account Value will be transferred to the Fixed
                    Account, and Policy will then remain in force until
                    surrender or the Insured's death.

                    ADMINISTRATIVE EXPENSES

                    There is a flat dollar Monthly Deduction of $10.

                    In addition, during the first two Policy Years, and for 24
                    months after any increase in Specified Amount, there is a
                    monthly charge per $1000 of Specified Amount, or increase
                    therein, based on the Insured's age nearest birthday at the
                    Policy's issue date and the date of any increase. That
                    charge is $0.0283 for ages 15 through 30 (or $2.83 per month
                    for a Policy with a $100,000 Specified Amount) and rises
                    gradually to $0.07 for age 40, $0.12 for age 52, $0.2075 for
                    age 64, $0.32 for age 76, and $0.4242 for ages 81 and older.
                    A complete table is in Appendix 1.

22
<PAGE>
                    These charges compensate us for administrative expenses
                    associated with Policy issue and ongoing Policy maintenance
                    including premium billing and collection, policy value
                    calculation, confirmations, periodic reports and other
                    similar matters.

                    COST OF INSURANCE CHARGE

                    The Cost of Insurance is the portion of the Monthly
                    Deduction designed to compensate us for the anticipated cost
                    of paying Death Benefits in excess of the Accumulation
                    Value, not including riders, supplementary benefits or
                    monthly expense charges.

                    The Cost of Insurance charge depends on the Age, policy
                    duration, underwriting category and gender (in accordance
                    with state law) of the Insured and the current Net Amount at
                    Risk. The Net Amount at Risk is the Death Benefit minus the
                    Accumulation Value. The rate on which the Monthly Deduction
                    for the Cost of Insurance is based will generally increase
                    as the Insured ages. The Cost of Insurance charge could
                    decline if the Net Amount at Risk drops relatively faster
                    than the Cost of Insurance Rate increases.

                    The Cost of Insurance charge is determined by dividing the
                    Death Benefit at the beginning of the Policy month by
                    1.0032737 (the monthly equivalent of an annual rate of 4%),
                    subtracting the Accumulation Value at the beginning of the
                    Policy month, and multiplying the result (the "Net Amount at
                    Risk") by the applicable Cost of Insurance Rate as
                    determined by us. The Guaranteed Maximum Cost of Insurance
                    Rates are in Appendix 2.

                    MORTALITY AND EXPENSE RISK CHARGE

                    Lincoln Life deducts a daily mortality and expense risk
                    charge as a percentage of the assets of the Separate
                    Account. The mortality risk assumed is that insureds may not
                    live as long as estimated, and therefore, a greater amount
                    of death benefit will be payable. The expense risk assumed
                    is that expenses incurred in issuing and administering the
                    policies will be greater than estimated. The mortality and
                    expense risk charge is guaranteed at an annual rate of 0.90%
                    in Policy Years 1-19 and 0.20% in Policy Years 20 and
                    beyond.

                    SURRENDER CHARGES

                    A generally declining "Surrender Charge" may apply if the
                    Policy is totally surrendered or lapses during the first
                    fifteen years following the Date of Issue or the first
                    fifteen years following an increase in Specified Amount. The
                    Surrender Charge varies by Age of the Insured, the number of
                    years since the Date of Issue, and Specified Amount.

                    The charge is in part a deferred sales charge and in part a
                    recovery of certain first year administrative costs. The
                    maximum Surrender Charge is included in each Policy and is
                    in compliance with each state's nonforfeiture law. Examples
                    of the Surrender Charge can be seen in Appendix 3.

                    The surrender charge under a Policy is proportional to the
                    face amount of the Policy. As a percentage of face amount,
                    it is higher for older than for younger issue ages. The
                    surrender charge cannot exceed Policy value. All surrender
                    charges decline to zero over the 15 years following issuance
                    of the Policy. See, for example, the illustrations in
                    Appendix 5.

                    If the Specified Amount is increased, a new Surrender Charge
                    will be applicable, in addition to any existing Surrender
                    Charge. The Surrender Charge applicable to the increase
                    would be equal to the Surrender Charge on a new Policy whose
                    Specified Amount was equal to the amount of the increase.
                    Supplemental Policy Specifications

                                                                              23
<PAGE>
                    will be sent to the Owner upon an increase in Specified
                    Amount reflecting the maximum additional Surrender Charge in
                    the Table of Surrender Charges. The minimum allowable
                    increase in Specified Amount is $1,000. We may change this
                    at any time.

                    If the Specified Amount is decreased while the Surrender
                    Charge applies, the Surrender Charge will remain the same.

                    No Surrender Charge is imposed on a partial surrender, but
                    an administrative fee of $25 (not to exceed 2% of the amount
                    surrendered) is imposed, allocated pro-rata among the
                    Sub-Accounts from which the partial surrender proceeds are
                    taken.

                    Any surrender may result in tax implications. SEE TAX
                    MATTERS

                    Based on its actuarial determination, we do not anticipate
                    that the Surrender Charge, together with the portion of the
                    premium load attributable to sales expense, will cover all
                    sales and administrative expenses we will incur in
                    connection with the Policy. Any such shortfall, including
                    but not limited to payment of sales and distribution
                    expenses, would be available for recovery from our general
                    account, which supports insurance and annuity obligations.

                    REDUCTION OF CHARGES -- PURCHASES ON A CASE BASIS; EXCHANGES

                    This Policy is available for purchases by corporations and
                    other groups or sponsoring organizations on a Case basis. We
                    reserve the right to reduce premium loads or any other
                    charges on certain cases, where it is expected that the
                    amount or nature of such cases will result in savings of
                    sales, underwriting, administrative or other costs.
                    Eligibility for these reductions and the amount of
                    reductions will be determined by a number of factors,
                    including but not limited to, the number of lives to be
                    insured, the total premiums expected to be paid, total
                    assets under management for the policy owner, the nature of
                    the relationship among the insured individuals, the purpose
                    for which the Policies are being purchased, the expected
                    persistency of the individual policies and any other
                    circumstances which we believe to be relevant to the
                    expected reduction of expenses.

                    We also reserve the right to reduce premium charges or any
                    other charges under a Policy where it is expected that the
                    issuance of the Policy will result in savings of sales,
                    underwriting, administrative or other costs. In particular,
                    we would expect such savings to apply, and our expenses to
                    be reduced, whenever a Policy is issued in exchange for
                    another life insurance policy issued or administered by us,
                    or issued by a company which controls or is controlled by us
                    or is under common ownership and control with us.

                    Some of these reductions may be guaranteed, and others may
                    be subject to withdrawal or modification by us. In any
                    event, all such reductions as applicable will be uniformly
                    applied, and they will not be unfairly discriminatory
                    against any person, including the affected Policy Owners
                    funded by the Separate Account.

                    TRANSACTION FEE FOR EXCESS TRANSFERS

                    We reserve the right to impose a charge for each transfer
                    request in excess of 12 in any Policy Year. A single
                    transfer request, either in writing or by telephone, may
                    consist of multiple transactions.

24
<PAGE>
DEATH BENEFITS

                    The Death Benefit Proceeds is the amount payable to the
                    Beneficiary upon the death of the Insured, in accordance
                    with the Death Benefit Option elected. Loans (if any) and
                    overdue deductions are deducted from the Death Benefit
                    Proceeds prior to payment.

                    The applicant must select the Specified Amount of the Death
                    Benefit, which may not be less than $100,000, and the Death
                    Benefit Option. The two Death Benefit Options are described
                    below. The applicant must consider a number of factors in
                    selecting the Specified Amount, including the amount of
                    proceeds required when the Insured dies and the Owner's
                    ability to make Premium Payments. The ability of the Owner
                    to support the Policy, particularly in later years, is an
                    important factor in selecting between the Death Benefit
                    Options, because the greater the Net Amount at Risk at any
                    time, the more that will be deducted each month from the
                    value of the Policy to pay the Cost of Insurance.

                    DEATH BENEFIT OPTIONS

                    Two different Death Benefit Options are available under the
                    Policy. The Death Benefit Proceeds payable under the Policy
                    is the greater of (a) the Corridor Death Benefit or (b) the
                    amount determined under the Death Benefit Option in effect
                    on the date of the Insured's Death, less any indebtedness,
                    as applicable, under the Policy. In the case of Death
                    Benefit Option 1, the Specified Amount is reduced by the
                    amount of any partial surrender. The "Corridor Death
                    Benefit" is the applicable percentage (the "Corridor
                    Percentage") of the Accumulation Value (rather than by
                    reference to the Specified Amount) required to maintain the
                    Policy as a "life insurance contract" for Federal income tax
                    purposes. The Corridor Percentage is 250% through the time
                    the insured reaches Age 40 and decreases in accordance with
                    the table in Appendix 4 to 100% when the Insured reaches Age
                    95.

                    Death Benefit Option 1 provides Death Benefit Proceeds equal
                    to the Specified Amount (a minimum of $100,000). If Option 1
                    is selected, the Policy pays level Death Benefit Proceeds,
                    less indebtedness and any partial surrenders, unless the
                    Minimum Death Benefit exceeds the Specified Amount. (See
                    DEATH BENEFITS, Federal Income Tax Definition of Life
                    Insurance).

                    Death Benefit Option 2 provides Death Benefit Proceeds equal
                    to the sum of the Specified Amount plus the Net Accumulation
                    Value as of the date of the Insured's death, less loan
                    interest accrued but not yet charged. If Option 2 is
                    selected, the Death Benefit Proceeds increase or decrease
                    over time, depending on the amount of premium paid and the
                    investment performance of the underlying Sub-Accounts.

                    If for any reason the applicant fails to affirmatively elect
                    a particular Death Benefit Option, Death Benefit Option 1
                    shall apply until changed as provided below.

                    Owners who prefer insurance coverage that generally does not
                    vary in amount and generally has lower Cost of Insurance
                    Charges should elect Death Benefit Option 1. Owners who
                    prefer to have favorable investment experience reflected in
                    increased insurance coverage should select Death Benefit
                    Option 2. Under Option 1, any Surrender Value at the time of
                    the Insured's Death will revert to Lincoln Life.

                    CHANGES IN DEATH BENEFIT OPTIONS AND SPECIFIED AMOUNT

                    All requests for changes between Death Benefit Options and
                    changes in the Specified Amount must be submitted in proper
                    written form to the Administrative Office. The minimum
                    increase in Specified Amount currently permitted is $1,000.
                    If requested, a supplemental application and evidence of
                    insurability must also be submitted to us.

                                                                              25
<PAGE>
                    In a change from Death Benefit Option 1 to Death Benefit
                    Option 2, the Specified Amount shall be reduced so it
                    thereafter equals (a) the amount payable under the Death
                    Benefit Option in effect immediately before the change,
                    minus (b) the Accumulation Value immediately before the
                    change. In a change from Death Benefit Option 2 to Death
                    Benefit Option 1, the Specified Amount shall be increased so
                    that it thereafter equals the amount payable under the Death
                    Benefit Option in effect immediately before the change.

                    Any reductions in Specified Amount will be made against the
                    initial Specified Amount and any later increase in the
                    Specified Amount on a last in, first out basis. Any increase
                    in the Specified Amount will increase the amount of the
                    Surrender Charge applicable to the Policy.

                    We may decline any request for a change between Death
                    Benefit Options or an increase in the Specified Amount. We
                    may also decline any request for change of the Death Benefit
                    Option or reduction of the Specified Amount if, after the
                    change, the Specified Amount would be less than the minimum
                    Specified Amount or would reduce the Specified Amount below
                    the level required to maintain the Policy as life insurance
                    for purposes of Federal income tax law.

                    Any change is effective on the first Monthly Anniversary Day
                    on or after the date of approval of the request by Lincoln
                    Life, unless the Monthly Deduction Amount would increase as
                    a result of the change. In that case, the change is
                    effective on the first Monthly Anniversary Day on which the
                    Accumulation Value is equal to or greater than the Monthly
                    Deduction Amount, as increased.

                    FEDERAL INCOME TAX DEFINITION OF LIFE INSURANCE

                    The amount of the Death Benefit must satisfy certain
                    requirements under the Code if the policy is to qualify as
                    insurance for federal income tax purposes. The amount of the
                    Death Benefit Proceeds required to be paid under the Code to
                    maintain the Policy as life insurance under each of the
                    Death Benefit Options (see INSURANCE COVERAGE PROVISIONS,
                    Death Benefit) is equal to the product of the Accumulation
                    Value and the applicable Corridor Percentage. A table of
                    Corridor Percentages is in Appendix 4.

NOTICE OF DEATH OF INSURED

                    Due Proof of Death must be furnished to us at our
                    Administrative Office as soon as reasonably practical after
                    the death of the Insured. "Due Proof of Death" must be in
                    proper written form and includes a certified copy of an
                    official death certificate, a certified copy of a decree of
                    a court of competent jurisdiction as to the finding of
                    death, or any other proof of death satisfactory to us.

PAYMENT OF DEATH BENEFIT PROCEEDS

                    The Death Benefit Proceeds under the Policy will ordinarily
                    be paid within seven days, if in a lump sum, or in
                    accordance with any Settlement Option selected by the Owner
                    or the Beneficiary, after receipt at the Administrative
                    Office of Due Proof of Death of the Insured. SEE SETTLEMENT
                    OPTIONS. The amount of the Death Benefit Proceeds under
                    Option 2 will be determined as of the date of the Insured's
                    death. Payment of the Death Benefit Proceeds may be delayed
                    if the Policy is contested or if Separate Account values
                    cannot be determined.

26
<PAGE>
                    SETTLEMENT OPTIONS

                    There are several ways in which the Beneficiary may receive
                    the Death Benefit Proceeds, or in which the owner may choose
                    to receive payments upon surrender of the Policy.

                    You may elect or change a Settlement Option while the
                    insured is alive. If you have not irrevocably selected a
                    Settlement Option, the Beneficiary may within 90 days after
                    the Insured dies. If no Settlement Option is selected, the
                    Death Benefit Proceeds will be paid in a lump sum.

                    If the Policy is assigned as collateral security, we will
                    pay any amount due the assignee in a lump sum. Any remaining
                    Death Benefit Proceeds will be paid as elected.

                    Our Administrative Office must receive your request to
                    elect, change, or revoke a Settlement Option in proper
                    written form before payment of the lump sum or under any
                    Settlement Option. The first payment under the Settlement
                    Option selected will become payable on the date proceeds are
                    settled under the option. We will make subsequent payments
                    on the first day of each month. Once payments have begun,
                    the Policy cannot be surrendered and neither the payee nor
                    the Settlement Option may be changed.

                    There are at least four Settlement Options:

                       The first Settlement Option is an annuity for the
                       lifetime of the payee.

                       The second Settlement Option is an annuity for the
                       lifetime of the payee, with monthly payments guaranteed
                       for 60, 120, 180, or 240 months.

                       The third Settlement Option, provides for monthly
                       payments for a stated number of years, at least five but
                       no more than thirty.

                       Under the fourth Settlement Option, we pay at least 3%
                       interest annually on the sum left on deposit, and pays
                       the amount on deposit on the payee's death.

                    Any other Settlement Option we offer at that time may also
                    be selected.

POLICY LIQUIDITY

                    The accumulated value of the Policy is available for loans
                    or withdrawals. Subject to certain limitations, you may
                    borrow against the Surrender Value of the Policy, may make a
                    partial surrender of some of the Surrender Value of the
                    Policy and may fully surrender the Policy for its Surrender
                    Value.

                    POLICY LOANS

                    You may at any time borrow in the aggregate up to 100% of
                    the Surrender Value at the time a Policy Loan is made. We
                    may, however, limit the amount of the loan so that the total
                    Policy indebtedness will not exceed 90% of the amount of the
                    Accumulation Value less any Surrender Charge that would be
                    imposed on a full surrender. You must execute a loan
                    agreement and assign the Policy to us free of any other
                    assignments. The Loan Account is the account in which Policy
                    indebtedness (outstanding loans and interest) accrues once
                    it is transferred out of the Fixed Account or Sub-Accounts.
                    Interest on Policy Loans accrues at an annual rate of 8%,
                    and is payable once a year in arrears on each Policy
                    Anniversary, or earlier upon full surrender or other payment
                    of proceeds of a Policy.

                                                                              27
<PAGE>
                    The amount of a loan, plus any accrued but unpaid interest,
                    is added to the outstanding Policy Loan balance. Unless paid
                    before due, any loan interest due will be transferred
                    proportionately from the values in the Fixed Account and
                    each Sub-Account, and treated as an additional Policy Loan,
                    and added to the Loan Account Value.

                    We credit interest on the Loan Account Value of 7% per year
                    so the net cost of a Policy Loan is 1%.

                    If the Net Accumulation Value is distributed among more than
                    one of the Sub-Accounts, transfers from each for loans and
                    loan interest charged will be made in proportion to the
                    assets in each Sub-Account at that time, unless you instruct
                    our Administrative Office otherwise in proper written form.
                    Repayments on the loan and interest credited on the Loan
                    Account Value will be allocated according to the most recent
                    Premium Payment allocation at the time of the repayment.

                    A Policy Loan affects Death Benefit Proceeds payable and the
                    Accumulation Value. The longer a Policy Loan is outstanding,
                    the greater the effect is likely to be. An outstanding
                    Policy Loan reduces the amount of assets invested. Depending
                    on the investment results of the Sub-Accounts, the effect
                    could be favorable or unfavorable.

                    If at any time the total indebtedness against the Policy,
                    including interest accrued but not due, equals or exceeds
                    the then current Accumulation Value less Surrender Charges,
                    the Policy will terminate without value subject to the
                    conditions in the Grace Period Provision, unless the No
                    Lapse Provision is in effect. (SEE LAPSE AND REINSTATEMENT,
                    Lapse of a Policy)

                    If a Policy lapses while a loan is outstanding, adverse tax
                    consequences may result.

                    PARTIAL SURRENDER

                    You may make a partial surrender at any time while the
                    Insured is alive by request to the Administrative Office in
                    proper written form or by telephone, if you have authorized
                    telephone transactions. A $25 transaction fee (not to exceed
                    2% of the amount surrendered) is charged for each partial
                    surrender. Total partial surrenders may not exceed 90% of
                    the Surrender Value of the Policy. Each partial surrender
                    may not be less than $500. Partial surrenders are subject to
                    other limitations as described below.

                    Partial surrenders may reduce the Specified Amount and, in
                    each case, reduce the Death Benefit Proceeds. To the extent
                    that a requested partial surrender would cause the Specified
                    Amount to be less than $100,000, we will not permit the
                    partial surrender. In addition, if following a partial
                    surrender and the corresponding decrease in the Specified
                    Amount, the Policy would not comply with the maximum premium
                    limitations required by federal tax law, the surrender may
                    be limited to the extent necessary to meet the federal tax
                    law requirements.

                    The effect of partial surrenders on the Death Benefit
                    Proceeds depends on the Death Benefit Option elected under
                    the Policy. If Death Benefit Option 1 has been elected, a
                    partial surrender would reduce the Accumulation Value and
                    the Specified Amount. The reduction in the Specified Amount,
                    which would reduce any past increases on a last in, first
                    out basis, reduces the amount of the Death Benefit Proceeds.

                    If Death Benefit Option 2 has been elected, a partial
                    surrender would reduce the Accumulation Value, but would not
                    reduce the Specified Amount. The reduction in the
                    Accumulation Value reduces the amount of the Death Benefit
                    Proceeds.

28
<PAGE>
                    If the Net Accumulation Value is distributed among more than
                    one of the Sub-Accounts, surrenders from each will be made
                    in proportion to the assets in each Sub-Account at the time
                    of the surrender, unless you instruct our Administrative
                    Office otherwise in proper written form. We may decline any
                    request for a partial surrender.

                    SURRENDER OF THE POLICY

                    You may surrender the Policy at any time. On surrender of
                    the Policy, we will pay you, or your assignee, the Surrender
                    Value next computed after our Administrative Office receives
                    the request in proper written form. Coverage under the
                    Policy will then automatically terminate.

                    SURRENDER VALUE

                    The "Surrender Value" of a Policy is the amount you can
                    receive in a lump sum by surrendering the Policy. The
                    Surrender Value is the Net Accumulation Value, less any loan
                    interest accrued, but not yet charged, less the Surrender
                    Charge (SEE CHARGES AND FEES, Surrender Charge). All or part
                    of the Surrender Value may be applied to one or more of the
                    Settlement Options. Surrender Values are illustrated in
                    Appendix 4.

                    DEFERRAL OF PAYMENT AND TRANSFERS

                    Payment of loans or of the Surrender Value from any of the
                    Sub-Accounts will be made within seven days. We may defer
                    payment or transfer from the Fixed Account up to six months.
                    If we do so, interest will accrue and be paid as required by
                    law from the date the recipient would otherwise have been
                    entitled to receive the payment.

ASSIGNMENT; CHANGE OF OWNERSHIP

                    While the Insured is living, you may assign your rights in
                    the Policy, including the right to change the beneficiary
                    designation, in proper written form, signed by you and
                    recorded at the Administrative Office. No assignment will
                    affect, or prejudice us as to, any payment we make or action
                    we take before it was recorded. We are not responsible for
                    any assignment not submitted for recording, or for the
                    sufficiency or validity of any assignment. Any assignment is
                    subject to any indebtedness owed us when the assignment is
                    recorded and any interest later accrued on such
                    indebtedness.

                    Once recorded, the assignment remains effective until
                    released by the assignee in proper written form. While it is
                    effective, the assignee must give written consent for you to
                    take any action with respect to the Policy.

                    So long as the Insured is living, you may name a new Owner
                    by recording a change in ownership in proper written form at
                    the Administrative Office. On recordation, the change will
                    be effective, as of the date of execution of the document of
                    transfer or, if there is no such date, the date of
                    recordation. No such change of ownership will affect, or
                    prejudice us as to, any payment we made or action we took
                    before it was recorded. We may require you to submit the
                    Policy for endorsement before making a change.

LAPSE AND REINSTATEMENT

                    LAPSE OF A POLICY

                    Except as provided by the No Lapse Provision, if at any time
                    the Net Accumulation Value is insufficient to pay the
                    Monthly Deduction, or if the amount of indebtedness exceeds
                    the Accumulation Value less the Surrender Charge(s), the
                    Policy is subject to

                                                                              29
<PAGE>
                    lapse and automatic termination of all Policy coverage. The
                    Net Accumulation Value may be insufficient (1) because it
                    has been exhausted by earlier deductions, (2) due to poor
                    investment performance, (3) due to partial surrenders, (4)
                    due to indebtedness for policy loans, or (5) because of some
                    combination of the foregoing factors.

                    If we have not received a Premium Payment or payment of
                    indebtedness on policy loans necessary so that the Net
                    Accumulation Value is sufficient to pay the Monthly
                    Deduction Amount on a Monthly Anniversary Day, we will send
                    a written notice to you and any assignee of record. The
                    notice will state the amount of the Premium Payment or
                    payment of indebtedness on Policy Loans necessary such that
                    the Net Accumulation Value is at least equal to two times
                    the Monthly Deduction Amount. If the minimum required amount
                    set forth in the notice is not paid to us on or before the
                    day that is the later of (a) 31 days after the date of
                    mailing of the notice, and (b) 61 days after the date of the
                    Monthly Anniversary Day with respect to which such notice
                    was sent (together, the "Grace Period"), then the Policy
                    shall terminate and all coverage under the Policy shall
                    lapse without value.

                    NO LAPSE PROVISION

                    The No Lapse Premium is the cumulative premium required to
                    have been paid by each Monthly Anniversary Day to prevent
                    the Policy from lapsing during the first ten Policy Years.
                    If this Policy has a No Lapse Premium shown on the
                    specifications, this Policy will not lapse during the first
                    ten Policy Years if, at each Monthly Anniversary Day, the
                    sum of all Premium Payments less any policy loans (including
                    any accrued loan interest) and partial surrenders is at
                    least equal to the sum of the No Lapse Premiums (as
                    indicated in the Policy Specifications) due since the Date
                    of Issue of the Policy. A Grace Period will be allotted
                    after each Monthly Anniversary Day on which insufficient
                    premiums have been paid (see preceding paragraph). The
                    payment of sufficient additional premiums during the Grace
                    Period will keep the No Lapse Provision in force.

                    The No Lapse Provision will be terminated after ten years or
                    earlier if you fail to meet the premium requirements, if
                    there is an increase in Specified Amount or if you change
                    the Death Benefit Option. Once the No Lapse Provision
                    terminates, it cannot be reinstated.

                    REINSTATEMENT OF A LAPSED POLICY

                    After the Policy has lapsed due to the failure to make a
                    necessary payment before the end of an applicable Grace
                    Period, it may be reinstated provided (a) it has not been
                    surrendered, (b) there is an application for reinstatement
                    in proper written form, (c) evidence of insurability of the
                    insured is furnished us and we agree to accept the risk, (d)
                    we receive a payment sufficient to keep the Policy in force
                    for at least two months, and (e) any accrued loan interest
                    is paid. The effective date of the reinstated Policy shall
                    be the Monthly Anniversary Day after the date on which we
                    approve the application for reinstatement. Surrender Charges
                    will be reinstated as of the Policy Year in which the Policy
                    lapsed.

                    Any Policy reinstatement is effective on the Monthly
                    Anniversary Day after our approval. The Accumulation Value
                    at reinstatement will be the Net Premium Payment then made
                    less all Monthly Deductions due.

                    If the Surrender Value is not sufficient to cover the full
                    Surrender Charge at the time of lapse, the remaining portion
                    of the Surrender Charge will also be reinstated at the time
                    of Policy reinstatement.

30
<PAGE>
COMMUNICATIONS WITH LINCOLN LIFE

                    PROPER WRITTEN FORM

                    Whenever this Prospectus refers to a communication "in
                    proper written form," it means a written document, in form
                    and substance reasonably satisfactory to us, received at the
                    Administrative Office.

                    TELEPHONE TRANSACTION PRIVILEGES

                    We allow telephone transactions authorized in proper written
                    form by you or the applicant. To effect a permitted
                    telephone transaction, you or your authorized representative
                    must call the Administrative Office and provide, as
                    identification, your policy number, a requested portion of
                    your Social Security number, and such other authenticating
                    information as we may require. We disclaim all liability for
                    losses resulting from unauthorized or fraudulent telephone
                    transactions, but acknowledge that if we do not follow these
                    procedures, which we believe to be reasonable, we may be
                    liable for such losses.

OTHER POLICY PROVISIONS

                    ISSUANCE

                    A Policy may only be issued upon receipt of satisfactory
                    evidence of insurability, and generally only when the
                    Insured is at least Age 18 and at most Age 85.

                    DATE OF COVERAGE

                    The date of coverage will be the Date of Issue, provided the
                    initial premium has been paid, the Insured is alive and
                    prior to any change in the health and insurability of the
                    Insured as represented in the application.

                    INCONTESTABILITY

                    We will not contest payment of the Death Benefit Proceeds
                    based on the initial Specified Amount after the Policy has
                    been in force during the Insured's lifetime for two years
                    from the Date of Issue. We will not contest payment of the
                    Death Benefit Proceeds based on any increase in Specified
                    Amount requiring evidence of insurability after two years
                    after the increase's effective date.

                    MISSTATEMENT OF AGE OR GENDER

                    If the Age or gender of the Insured has been misstated, the
                    affected benefits will be adjusted. The amount of the Death
                    Benefit Proceeds will be 1. multiplied by 2. and then the
                    result added to 3. where:
                    1. is the Net Amount at Risk at the time of the Insured's
                       Death;
                    2. is the ratio of the monthly Cost of Insurance applied in
                       the Policy month of death to the monthly Cost of
                       Insurance that should have been applied at the true Age
                       and gender in the Policy month of death; and
                    3. is the Accumulation Value at the time of the Insured's
                       Death.

                                                                              31
<PAGE>
                    SUICIDE

                    If the Insured dies by suicide, within two years from the
                    Date of Issue, we will pay no more than the sum of the
                    premiums paid, less any indebtedness and partial surrenders.
                    If the Insured dies by suicide, within two years from the
                    date of any increase in the Specified Amount, we will pay no
                    more than a refund of the monthly Cost of Insurance charges
                    for the increased amount.

                    NONPARTICIPATING POLICIES

                    These are nonparticipating Policies on which no dividends
                    are payable. These Policies do not share in the profits or
                    surplus earnings of Lincoln Life.

                    RIDERS

                    A Waiver of Monthly Deduction Rider may be added to the
                    Policy. Under this Rider, we will maintain the Death Benefit
                    by paying covered monthly deductions during periods of
                    disability. Rider availability may vary by state.

TAX ISSUES

                    Section 7702 of the Code provides that if certain tests are
                    met, a Policy will be treated as a life insurance policy for
                    federal tax purposes. We will monitor compliance with these
                    tests. The Policy should thus receive the same federal
                    income tax treatment as fixed benefit life insurance.

                    TAX TREATMENT OF DEATH BENEFIT

                    The death proceeds payable under a Policy are excludable
                    from gross income of the Beneficiary under Section 101 of
                    the Code.

                    FEDERAL INCOME TAX CONSIDERATIONS

                    Section 7702A of the Code defines modified endowment
                    contracts as those policies issued or materially changed on
                    or after June 21, 1988 on which the total premiums paid
                    during the first seven years exceed the amount that would
                    have been paid if the policy provided for paid up benefits
                    after seven level annual premiums. The Code provides for
                    taxation of surrenders, partial surrenders, loans,
                    collateral assignments and other pre-death distributions
                    from modified endowment contracts in the same way annuities
                    are taxed. Modified endowment contract distributions are
                    defined by the Code as amounts not received as an annuity
                    and are taxable to the extent the cash value of the policy
                    exceeds, at the time of distribution, the premiums paid into
                    the policy. A 10% tax penalty generally applies to the
                    taxable portion of such distributions unless the Owner is
                    over 59 1/2 years of Age or disabled.

                    The Policies offered by this Prospectus may or may not be
                    issued as modified endowment contracts. We will monitor
                    premiums paid and will notify you when the Policy is in
                    jeopardy of becoming a modified endowment contract. If a
                    Policy is not a modified endowment contract, a cash
                    distribution during the first 15 years after a Policy is
                    issued which causes a reduction in death benefits may still
                    become fully or partially taxable to you pursuant to Section
                    7702(f)(7) of the Code. You should carefully consider this
                    potential effect and seek further information before
                    initiating any changes in the terms of the Policy. Under
                    certain conditions, a Policy may become a modified endowment
                    contract as a result of a material change or a reduction in
                    benefits as defined by Section 7702A(c) of the Code. We will
                    monitor compliance with these tests.

32
<PAGE>
                    In addition to meeting the tests required under Section 7702
                    and Section 7702A, Section 817(h) of the Code requires that
                    the investments of separate accounts such as the Separate
                    Account be adequately diversified. Regulations issued by the
                    Secretary of the Treasury set the standards for measuring
                    the adequacy of this diversification. A variable life
                    insurance policy that is not adequately diversified under
                    these regulations would not be treated as life insurance
                    under Section 7702 of the Code. To be adequately
                    diversified, each Sub-Account must meet certain tests. We
                    believe the Separate Account investments meet the applicable
                    diversification standards.

                    Should the Secretary of the Treasury issue additional rules
                    or regulations limiting the number of funds, transfers
                    between funds, exchanges of funds or changes in investment
                    objectives of funds such that the Policy would no longer
                    qualify as life insurance under Section 7702 of the Code, we
                    reserve the right to take steps required to remain in
                    compliance.

                    We will monitor compliance with these regulations and, to
                    the extent necessary, will change the objectives or assets
                    of the Sub-Account investments to remain in compliance. We
                    also reserve the right to make changes in this Policy or to
                    make distributions from the Policy to the extent it deems
                    necessary, in its sole discretion, to continue to qualify
                    this Policy as life insurance.

                    A total surrender or termination of the Policy by lapse may
                    have adverse tax consequences. If the amount received by you
                    plus total Policy indebtedness exceeds the premiums paid
                    into the Policy, the excess will generally be treated as
                    taxable income, whether or not the Policy is a modified
                    endowment contract.

                    Federal estate and state and local estate, inheritance and
                    other tax consequences of ownership or receipt of Policy
                    proceeds depend on the circumstances of each Owner or
                    Beneficiary.

                    TAXATION OF LINCOLN LIFE

                    Lincoln Life is taxed as a life insurance company under the
                    Code. Since the Separate Account is not a separate entity
                    from Lincoln Life and its operations form a part of Lincoln
                    Life, it will not be taxed separately as a "regulated
                    investment company" under Sub-chapter M of the Code.
                    Investment income and realized capital gains on the assets
                    of the Separate Account are reinvested and taken into
                    account in determining the value of Variable Accumulation
                    Units.

                    Lincoln Life does not initially expect to incur any Federal
                    income tax liability that would be chargeable to the
                    Separate Account. Based upon these expectations, no charge
                    is currently being made against the Separate Account for
                    federal income taxes. If, however, Lincoln Life determines
                    that on a separate company basis such taxes may be incurred,
                    it reserves the right to assess a charge for such taxes
                    against the Separate Account.

                    Lincoln Life may also incur state and local taxes in
                    addition to premium taxes in several states. At present,
                    these taxes are not significant. If they increase, however,
                    additional charges for such taxes may be made.

                    OTHER CONSIDERATIONS

                    The foregoing discussion is general and is not intended as
                    tax advice. Counsel and other competent advisers should be
                    consulted for more complete information. This

                                                                              33
<PAGE>
                    discussion is based on our understanding of Federal income
                    tax laws as they are currently interpreted by the Internal
                    Revenue Service. No representation is made as to the
                    likelihood of continuation of these current laws and
                    interpretations.

FAIR VALUE OF THE POLICY

                    It is sometimes necessary for tax and other reasons to
                    determine the "fair value" of the Policy. The fair value of
                    the Policy is measured differently for different purposes.
                    It is not necessarily the same as the Accumulation Value or
                    the Net Accumulation Value, although the amount of the Net
                    Accumulation Value will typically be important in valuing
                    the Policy for this purpose. For some but not all purposes,
                    the fair value of the Policy may be the Surrender Value of
                    the Policy. The fair value of the Policy may be impacted by
                    developments other than the performance of the underlying
                    investments. For example, without regard to any other
                    factor, it increases as the Insured grows older. Moreover,
                    on the death of the Insured, it tends to increase
                    significantly. You should consult with your advisors for
                    guidance as to the appropriate methodology for determining
                    the fair value of the Policy for a particular purpose.

DIRECTORS AND OFFICERS OF LINCOLN LIFE

                    The following persons are Directors and Officers of Lincoln
                    Life. Except as indicated below, the address of each is 1300
                    South Clinton Street, Fort Wayne, Indiana 46802, and each
                    has been employed by Lincoln Life or its affiliates for more
                    than 5 years.

<TABLE>
<CAPTION>
        NAME, ADDRESS AND
   POSITION(S) WITH REGISTRANT            PRINCIPAL OCCUPATIONS LAST FIVE YEARS
- ---------------------------------  ----------------------------------------------------
<S>                                <C>
NANCY J. ALFORD                    Vice President [4/96-present], (formerly Second Vice
VICE PRESIDENT                     President [1/90-4/96]), Lincoln National Life
                                   Insurance Co.
ROLAND C. BAKER                    President [1/95-present], First Penn-Pacific Life
VICE PRESIDENT AND DIRECTOR        Insurance Co. Formerly: Chairman and CFO
1801 S. Meyers Road                [7/88-1/95], Baker, Ralish, Shipley and Politzer,
Oakbrook Terrace, Ill. 60181       Inc.
JON A. BOSCIA                      President, CEO and Director, Lincoln National Corp.
DIRECTOR                           [1/98-present] (Formerly: President and Chief
200 East Berry Street              Executive Officer [10/96-1/98] and Chief Operating
Fort Wayne, Ind. 46802             Officer [5/94-10/96]), Lincoln National Life
                                   Insurance Co.; President [7/91-5/94]Lincoln
                                   Investment Management, Inc.
JOHN GOTTA                         Senior Vice President and General Manager (formerly
SENIOR VICE PRESIDENT              Vice President) [1/98-present] Lincoln National Life
AND ASSISTANT SECRETARY            Insurance Co. Formerly: Senior Vice President,
350 Church Street                  Connecticut General Life Insurance Company
Hartford, CT 06103                 [3/96-12/97]; Vice President, Connecticut Mutual
                                   Life Insurance Company [8/94-3/96]; Vice President,
                                   CIGNA [3/93-8/94]
J. MICHAEL HEMP                    President [11/96-Present], Lincoln Financial
SENIOR VICE PRESIDENT              Advisors Corp.; Senior Vice President (formerly Vice
350 Church Street                  President) [10/95-Present], Lincoln National Life
Hartford, CT 06103                 Insurance Co. Formerly: Regional Chief Executive
                                   Officer [11/79-10/95], Lincoln Dallas RMO.
STEPHEN H. LEWIS                   Senior Vice President, [5/94-present] Lincoln
SENIOR VICE PRESIDENT              National Life Insurance Co. Formerly: President
                                   [2/85-5/94], First Penn-Pacific Life Insurance Co.
</TABLE>

34
<PAGE>
<TABLE>
<CAPTION>
        NAME, ADDRESS AND
   POSITION(S) WITH REGISTRANT            PRINCIPAL OCCUPATIONS LAST FIVE YEARS
- ---------------------------------  ----------------------------------------------------
<S>                                <C>
H. THOMAS MCMEEKIN                 President [5/94-present], Lincoln Investment
DIRECTOR                           Management, Inc.; Executive Vice President
200 East Berry Street              [5/94-Present], Lincoln National Corporation
Fort Wayne, Ind. 46802             (formerly Senior Vice President [11/92-5/94])
ARTHUR S. ROSS                     Vice President, Lincoln National Life Insurance Co.
VICE PRESIDENT
LAWRENCE T. ROWLAND                Executive Vice President [10/96-present] (formerly
EXECUTIVE VICE PRESIDENT AND       Senior Vice President [1/93-10/96]), Lincoln
DIRECTOR                           National Life Insurance Co.
One Reinsurance Place
1700 Magnavox Way
Fort Wayne, Ind. 46804
KEITH J. RYAN                      Vice President and Controller [4/99-present]
VICE PRESIDENT AND                 Formerly: Senior Vice President [2/98-4/99]; Vice
CONTROLLER                         President, Chief Financial Officer and Assistant
                                   Treasurer [1/96-present]; Controller [6/95-12/95],
                                   Business Controls Director [11/90-6/95], Lincoln
                                   National Life Insurance Company
GABRIEL L. SHAHEEN                 President and Chief Executive Officer
PRESIDENT, CHIEF EXECUTIVE         [1/98-present], Lincoln National Life Insurance Co.
OFFICER                            Formerly: Chairman and Managing Director, Lincoln
AND DIRECTOR                       National (UK) PLC [12/96-1/98]; President, Lincoln
                                   National Reassurance Company [7-95-12/96]; Senior
                                   Vice President, Lincoln National Life Reinsurance
                                   Company [1/93-7/95]
TODD R. STEPHENSON                 Senior Vice President, Chief Financial Officer and
SENIOR VICE PRESIDENT,             Assistant Treasurer [4/99-present] Formerly: Vice
CHIEF FINANCIAL                    President and Assistant Secretary [1/98-4/99],
OFFICER AND ASSISTANT TREASURER    Senior Vice President, Lincoln Financial Advisors
                                   Corporation [1/98-4/99], Senior Vice President,
                                   Treasurer and Chief Financial Officer, American
                                   States Insurance Company [2/95-12/97], and Vice
                                   President -- Corp. Acct., American States Insurance
                                   Company [5/92-2/95]
RICHARD C. VAUGHAN                 Executive Vice President and Chief Financial Officer
DIRECTOR                           [1/95-present] (formerly Senior Vice President
200 East Berry Street              [4/92-1/95]), Lincoln National Corp.
Fort Wayne, Ind. 46802
MICHAEL R. WALKER                  Vice President [1/96-present], Lincoln National Life
VICE PRESIDENT                     Insurance Co. Formerly: Vice President [3/93-1/96],
                                   Employers Health Insurance Co.
ROY V. WASHINGTON                  Vice President [7/96-present], Lincoln National Life
VICE PRESIDENT                     Insurance Co. (formerly, Associate Counsel
                                   [2/95-7/96]). Formerly: Director of Compliance
                                   [8/94-2/95], Lincoln Investment Management, Inc.;
                                   Compliance Consultant [8/89-8/94], Lincoln National
                                   Corp.
MICHAEL L. WRIGHT                  Senior Vice President [3/95-present], Lincoln
SENIOR VICE PRESIDENT              National Life Insurance Co. Formerly: Executive Vice
                                   President and Chief Operating Officer [11/88-3/95],
                                   The Associate Group.
</TABLE>

                                                                              35
<PAGE>
DISTRIBUTION OF POLICIES

                    Lincoln Life intends to offer the Policy in all
                    jurisdictions where it is licensed to do business. Lincoln
                    Life, the principal underwriter for the Policies, is
                    registered with the Securities and Exchange Commission under
                    the Securities Exchange Act of 1934 as a broker-dealer and
                    is a member of the National Association of Securities
                    Dealers ("NASD"). Our principal business address is 1300
                    South Clinton Street, Fort Wayne, Indiana 46802.

                    The Policy may be sold by individuals, who in addition to
                    being appointed as our life insurance agents, are also
                    registered representatives of Lincoln Life or other broker-
                    dealers. These representatives may receive commission and
                    service fees up to 60% of the first year premium, plus up to
                    5% of all other premiums paid. In lieu of premium-based
                    commission, Lincoln Life may pay equivalent amounts based on
                    Accumulation Value. The selling office receives additional
                    compensation on the first year premium and all additional
                    premiums. In some situations, the selling office may elect
                    to share its commission with the registered representative.
                    Selling representatives are also eligible for bonuses and
                    non-cash compensation if certain production levels are
                    reached. All compensation is paid from our resources, which
                    include sales charges made under this Policy.

CHANGES OF INVESTMENT POLICY

                    We may materially change the investment policy of the
                    Separate Account. We must inform the Owners and obtain all
                    necessary regulatory approvals. Any change must be submitted
                    to the various state insurance departments which shall
                    disapprove it if deemed detrimental to the interests of the
                    Owners or if it renders our operations hazardous to the
                    public. If an Owner objects, the Policy may be converted to
                    a substantially comparable fixed benefit life insurance
                    policy offered by us on the life of the Insured. The Owner
                    has the later of 60 days (6 months in Pennsylvania) from the
                    date of the investment policy change or 60 days (6 months in
                    Pennsylvania) from being informed of such change to make
                    this conversion. We will not require evidence of
                    insurability for this conversion.

                    The new policy will not be affected by the investment
                    experience of any separate account. The new policy will be
                    for an amount of insurance not exceeding the Death Benefit
                    of the Policy converted on the date of such conversion.

OTHER CONTRACTS ISSUED BY LINCOLN LIFE

                    We offer other variable annuity contracts and other variable
                    life insurance policies with benefits which vary in
                    accordance with the investment experience of a separate
                    account of Lincoln Life.

STATE REGULATION

                    We are subject to the laws of Indiana governing insurance
                    companies and to regulation by the Indiana Insurance
                    Department. An annual statement in a prescribed form is
                    filed with the Insurance Department each year covering our
                    operation for the preceding year and its financial condition
                    as of the end of such year. The Insurance Department
                    periodically examines for accuracy our contract liabilities
                    and reserves. Our books and accounts are subject to review
                    by the Insurance Department at all times and a full
                    examination of our operations is conducted periodically by
                    the Indiana Department of Insurance. Such regulation does
                    not, however, involve any supervision of management or
                    investment practices or policies.

                    A blanket bond with a per event limit of $25 million and an
                    annual policy aggregate limit of $50 million covers all of
                    the officers and employees of the Company.

36
<PAGE>
REPORTS TO OWNERS

                    We maintain Policy records and will mail to each Owner, at
                    the last known address of record, an annual statement
                    showing the amount of the current Death Benefit, the
                    Accumulation Value, and Surrender Value, premiums paid and
                    monthly charges deducted since the last report, the amounts
                    invested in each Sub-Account and any Loan Account Value.

                    You will also be sent annual reports containing financial
                    statements for the Separate Account, annual and semi-annual
                    reports of the Funds as required by the 1940 Act, and
                    statements of significant transactions, such as changes in
                    Specified Amount, changes in Death Benefit Option, transfers
                    among Sub-Accounts, Premium Payments, loans, loan
                    repayments, reinstatement and termination.

ADVERTISING

                    Lincoln Life is ranked and rated by independent financial
                    rating services, including Moody's, Standard & Poor's, Duff
                    & Phelps and A.M. Best Company. The purpose of these ratings
                    is to reflect the financial strength or claims-paying
                    ability of Lincoln Life. The ratings are not intended to
                    reflect the investment experience or financial strength of
                    the Separate Account. We may advertise these ratings from
                    time to time. In addition, we may include in certain
                    advertisements, endorsements in the form of a list of
                    organizations, individuals or other parties which recommend
                    us or the Policies. We may also occasionally include in
                    advertisements comparisons of currently taxable and tax
                    deferred investment programs, based on selected tax
                    brackets, or discussions of alternative investment vehicles
                    and general economic conditions.

                    We are a member of the Insurance Marketplace Standards
                    Association ("IMSA") and may include the IMSA logo and
                    information about IMSA membership in our advertisements.
                    Companies that belong to IMSA subscribe to a set of of
                    ethical standards covering the various aspects of sales and
                    services for individually sold life insurance and annuities.

PREPARING FOR YEAR 2000

                    Many existing computer programs use only two digits in the
                    date field to identify the year. If left uncorrected these
                    programs, which were designed and developed without
                    considering the impact of the upcoming change in the
                    century, could fail to operate or could produce erroneous
                    results when processing dates after December 31, 1999. For
                    example, for a bond with a stated maturity date of July 1,
                    2000, a computer program could read and store the maturity
                    date as July 1, 1900. This problem is known by many names,
                    such as the "Year 2000 Problem", "Y2K", and the "Millenium
                    Bug".

                    The Year 2000 problem affects virtually all computer
                    programs worldwide. It can cause a computer system to
                    suddenly stop operating. It can also result in a computer
                    corrupting vital company records, and the problem could go
                    undetected for a long time. For our products, if left
                    unchecked it could cause such problems as purchase payment
                    collection and deposit errors; claim payment difficulties;
                    accounting errors; erroneous unit values; and difficulties
                    or delays in processing transfers, surrenders and
                    withdrawals. In a worst case scenario, this could result in
                    a material disruption to the operations both of Lincoln Life
                    and of Delaware Service Company Inc. (Delaware), the
                    provider of the accounting and valuation services for the
                    Separate Account.

                    However, both companies are wholly owned by Lincoln National
                    Corporation (LNC), which has had Year 2000 processes in
                    place since 1996. LNC projects aggregate expenditures in
                    excess of $92 million for its Y2K efforts through the year
                    2000. Both Lincoln Life and Delaware have dedicated Year
                    2000 teams and steering committees that are answerable to
                    their counterparts in LNC.

                                                                              37
<PAGE>
                    In light of the potential problems discussed above, Lincoln
                    Life, as part of its Year 2000 updating process, has assumed
                    responsibility for correcting all high-priority Information
                    Technology (IT) systems which service the Separate Account.
                    Delaware is responsible for updating all its high-priority
                    IT systems to support these vital services. The Year 2000
                    effort, for both IT and non-IT systems, is organized into
                    four phases:

                - awareness-raising and inventory of all assets (including
                  third-party agent and vendor relationships);

                - assessment and high-level planning and strategy;

                - remediation of affected systems and equipment; and

                - testing to verify Year 2000 readiness.

                    The high-priority IT processes and systems -- those Lincoln
                    Life uses to maintain its customers' records and accounts --
                    have been assessed and repaired, and testing of those
                    processes and systems is more than 99% complete. Our efforts
                    will continue through the end of 1999 to ensure they remain
                    Y2K-ready. And, we continue to work closely with our key
                    business partners and suppliers so they can provide the
                    information and service we need from them. Both companies
                    are currently on schedule to have their high-priority non-IT
                    systems (elevators, heating and ventilation, security
                    systems, etc.) remediated and tested by October 31, 1999.

                    The work on Year 2000 issues has not suffered significant
                    delays; however, some uncertainty remains. Specific factors
                    that give rise to this uncertainty include (but are
                    certainly not limited to) a possible loss of technical
                    resources to perform the work; failure to identify all
                    susceptible systems; and non-compliance by third parties
                    whose systems and operations impact Lincoln Life. In a
                    report dated February 26, 1999, entitled, INVESTIGATING THE
                    IMPACT OF THE YEAR 2000 TECHNOLOGY PROBLEM; S. Rpt. 106-10,
                    the U.S. Senate Special Committee on the Year 2000
                    Technology Problem expressed its concern that "Financial
                    services firms...are particularly vulnerable to...the risk
                    that a material customer or business partner will fail, as a
                    result of the computer problems, to meet its obligations".

                    One important source of uncertainty is the extent to which
                    the key trading partners of Lincoln Life and of Delaware
                    will be successful in their own remediation and testing
                    efforts. Lincoln Life and Delaware have been monitoring the
                    progress of their trading partners; however, the efforts of
                    these partners are beyond our control.

                    Lincoln Life and Delaware expect to have completed their
                    necessary remediation and testing efforts prior to December
                    31, 1999. However, given the nature and complexity of the
                    problem, there can be no guarantee by either company that
                    there will not be significant computer problems after
                    December 31, 1999.

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 they include claims
                    for unspecified or substantial punitive damages and similar
                    types of relief in addition to amounts 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.

                    Lincoln Life is presently defending three lawsuits in which
                    Plaintiffs seek to represent national classes of
                    policyholders in connection with alleged fraud, breach of
                    contract and other claims relating to the sale of
                    interest-sensitive universal and participating whole life
                    insurance policies. As of the date of this prospectus, the
                    courts have not certified a class in any of the suits.
                    Plaintiffs seek unspecified damages and penalties

38
<PAGE>
                    for themselves and on behalf of the putative class. Although
                    the relief sought in these cases is substantial, the cases
                    are in the preliminary stages of litigation, and it is
                    premature to make assessments about potential loss, if any.
                    Management is defending these suits vigorously. The amount
                    of liability, if any, which may ultimately arise as a result
                    of these suits cannot be reasonably determined at this time.

EXPERTS

                    The financial statements of the Separate Account and the
                    statutory-basis financial statements of Lincoln Life
                    appearing in this prospectus and registration statement have
                    been audited by Ernst & Young LLP, independent auditors, as
                    set forth in their reports which also appear elsewhere in
                    this document and in the registration statement. The
                    financial statements and schedules audited by Ernst & Young
                    LLP have been included in this document in reliance on their
                    reports given on their authority as experts in accounting
                    and auditing. (Financial statements to be added by
                    amendment.)

                    Actuarial matters included in this prospectus have been
                    examined by Vaughn W. Robbins, FSA as stated in the opinion
                    filed as an exhibit to the registration statement. (Opinion
                    to be filed by amendment.)

                    Legal matters in connection with the Policies described
                    herein are being passed upon by Robert A. Picarello, Esq.,
                    as stated in the opinion filed as an exhibit to the
                    registration statement. (Opinion to be filed by amendment.)

REGISTRATION STATEMENT

                    A Registration Statement has been filed with the Securities
                    and Exchange Commission under the Securities Act of 1933, as
                    amended, with respect to the Policies offered hereby. This
                    Prospectus does not contain all the information set forth in
                    the Registration Statement and amendments thereto and
                    exhibits filed as a part thereof, to all of which reference
                    is hereby made for further information concerning the
                    Separate Account, Lincoln Life, and the Policies offered
                    hereby. Statements contained in this Prospectus as to the
                    content of Policies and other legal instruments are
                    summaries. For a complete statement of the terms thereof,
                    reference is made to such instruments as filed.

                                                                              39
<PAGE>
APPENDIX 1   MONTHLY CHARGE

<TABLE>
<CAPTION>
INSURED'S
AGE AT ISSUE       EXPENSE
(NEAREST           CHARGE
BIRTHDAY)        PER $1,000
- ---------------  -----------
<S>              <C>
     0-12            0.0158
      13             0.0200
      14             0.0242
     15-30           0.0283
      31             0.0325
      32             0.0367
      33             0.0408
      34             0.0450
      35             0.0492
      36             0.0533
      37             0.0575
      38             0.0617
      39             0.0658
      40             0.0700
      41             0.0742
      42             0.0783
      43             0.0825
      44             0.0867
      45             0.0908
      46             0.0950
      47             0.0992
      48             0.1033
      49             0.1075
      50             0.1117
      51             0.1158
      52             0.1200
      53             0.1242
      54             0.1283
      55             0.1325
      56             0.1408
      57             0.1492
      58             0.1575
      59             0.1658
      60             0.1742
      61             0.1825
      62             0.1908
      63             0.1992
      64             0.2075
      65             0.2158
      66             0.2242
      67             0.2325
      68             0.2408
      69             0.2492
      70             0.2575
      71             0.2656
      72             0.2742
      73             0.2825
      74             0.2908
      75             0.2992
      76             0.3200
      77             0.3408
      78             0.3617
      79             0.3825
      80             0.4033
      81+            0.4242
</TABLE>

40
<PAGE>
APPENDIX 2

                    GUARANTEED MAXIMUM COST OF INSURANCE RATES

                    The Guaranteed Maximum Cost of Insurance Rates, per $1,000
                    of Net Amount at Risk, for standard risks are set forth in
                    the following Table based on the 1980 Commissioners Standard
                    Ordinary Mortality Tables, Age Nearest Birthday (1980 CSO);
                    or for unisex rates, on the 1980 CSO-B Table.
<TABLE>
<CAPTION>
ATTAINED
AGE            MALE      FEMALE     UNISEX
(NEAREST      MONTHLY    MONTHLY    MONTHLY
BIRTHDAY)      RATE       RATE       RATE
- -----------  ---------  ---------  ---------
<S>          <C>        <C>        <C>
     0         0.34845    0.24089    0.32677
     1         0.08917    0.07251    0.08667
     2         0.08251    0.06750    0.07917
     3         0.08167    0.06584    0.07834
     4         0.07917    0.06417    0.07584

     5         0.07501    0.06334    0.07251
     6         0.07167    0.06084    0.06917
     7         0.06667    0.06000    0.06584
     8         0.06334    0.05834    0.06250
     9         0.06167    0.05750    0.06084

    10         0.06084    0.05667    0.06000
    11         0.06417    0.05750    0.06250
    12         0.07084    0.06000    0.06917
    13         0.08251    0.06250    0.07834
    14         0.09584    0.06887    0.09001

    15         0.11085    0.07084    0.10334
    16         0.12585    0.07601    0.11585
    17         0.13919    0.07917    0.12752
    18         0.14836    0.08167    0.13502
    19         0.15502    0.08501    0.14085
    20         0.15836    0.08751    0.14502
    21         0.15919    0.08917    0.14585
    22         0.15752    0.09084    0.14419
    23         0.15502    0.09251    0.14252
    24         0.15189    0.09501    0.14085

    25         0.14752    0.09668    0.13752
    26         0.11419    0.09918    0.13585
    27         0.14252    0.10168    0.13418
    28         0.14169    0.10501    0.13418
    29         0.14252    0.10635    0.13585

    30         0.14419    0.11251    0.13752
    31         0.14836    0.11668    0.14169
    32         0.15252    0.12085    0.14585
    33         0.15919    0.12502    0.15252
    34         0.16889    0.13168    0.15919

    35         0.17586    0.13752    0.16836
    36         0.18670    0.14669    0.17837
    37         0.20004    0.15752    0.19170
    38         0.21505    0.17003    0.20588
    39         0.23255    0.18503    0.22338

    40         0.25173    0.20171    0.24173
    41         0.27424    0.22005    0.26340
    42         0.29675    0.23922    0.28508
    43         0.32260    0.25757    0.31010
    44         0.34929    0.27674    0.33428

    45         0.37931    0.29675    0.36263
    46         0.41017    0.31677    0.39182
    47         0.44353    0.33761    0.42268
    48         0.47856    0.36096    0.45437
    49         0.51777    0.38598    0.49107

<CAPTION>
ATTAINED
AGE            MALE      FEMALE     UNISEX
(NEAREST      MONTHLY    MONTHLY    MONTHLY
BIRTHDAY)      RATE       RATE       RATE
- -----------  ---------  ---------  ---------
<S>          <C>        <C>        <C>

    50         0.55948    0.41350    0.53028
    51         0.60870    0.44270    0.57533
    52         0.66377    0.47523    0.62539
    53         0.72636    0.51276    0.68297
    54         0.79730    0.55114    0.74722

    55         0.87326    0.59118    0.81566
    56         0.95591    0.63123    0.88996
    57         1.04192    0.66961    0.96593
    58         1.13378    0.70633    1.04609
    59         1.23236    0.74556    1.13211
    60         1.34180    0.78979    1.22817
    61         1.46381    0.84488    1.33511
    62         1.60173    0.91417    1.45796
    63         1.75809    1.00267    1.59922
    64         1.93206    1.10539    1.75725

    65         2.12283    1.21731    1.92955
    66         2.32623    1.33511    2.11195
    67         2.54312    1.45461    2.30614
    68         2.77350    1.57247    2.50878
    69         3.02328    1.69955    2.72909

    70         3.30338    1.84590    2.97466
    71         3.62140    2.02325    3.25640
    72         3.98666    2.24419    3.58279
    73         4.40599    2.51548    3.95978
    74         4.87280    2.83552    4.38330

    75         5.37793    3.19685    4.84334
    76         5.91225    3.59370    5.33245
    77         6.46824    4.01942    5.84227
    78         7.04089    4.47410    6.36948
    79         7.64551    4.97042    6.92851

    80         8.30507    5.52957    7.54229
    81         9.03761    6.17118    8.22883
    82         9.86724    6.91414    9.01216
    83        10.80381    7.77075    9.90124
    84        11.82571    8.72632   10.87533

    85        12.91039    9.76952   11.92213
    86        14.03509   10.89151   13.01471
    87        15.18978   12.08770   14.15507
    88        16.36948   13.35774   15.33494
    89        17.57781   14.70820   16.56493

    90        18.82881   16.15259   17.85746
    91        20.14619   17.71416   19.23699
    92        21.57655   19.43814   20.76665
    93        23.20196   21.40786   22.49837
    94        25.28174   23.63051   24.70915

    95        28.27411   27.16158   27.82758
    96        33.10577   32.32378   32.78845
    97        41.68476   41.21204   41.45783
    98        58.01259   57.81394   57.95663
    99        90.90909   90.90909   90.90909
</TABLE>

                                                                              41
<PAGE>
APPENDIX 3

                    ILLUSTRATION OF SURRENDER CHARGES

                    The initial Surrender Charge is calculated as (a) plus (b),
                    with that result not to exceed (c), minus (d), where
                    (a) is 1.25 times the curtate net level premium for the
                        Specified Amount of insurance, calculated using the 1980
                        Commissioners Standard Ordinary mortality table and 4%
                        interest;
                    (b) is $10 per $1000 of Specified Amount;
                    (c) is $50 per $1000 of Specified Amount; and
                    (d) is the total of the per thousand charges assessed in the
                        first 24 months.

                    Algebraically, this formula is equivalent to min{a+b,c}-d.

                    The Surrender Charge decreases from its initial amount
                    during the first 15 years. No Surrender Charge is applied in
                    the 16th policy year or beyond. In general terms, the
                    initial Surrender Charge is amortized in proportion to a
                    twenty year life contingent annuity due. In formulas, the
                    Surrender Charge at a point in time "t" years after issue is
                    (a) times (b), where
                    (a) is the initial Surrender Charge; and
                    (b) is the ratio of a life contingent annuity due beginning
                        at time t and ending 20 years after issue, divided by a
                        life contingent annuity due beginning at issue and
                        ending 20 years after issue, both calculated using the
                        1980 Commissioners Standard Ordinary mortality table and
                        4% interest.

                    EXAMPLE 1: A male, Age 45, purchases a policy with a
                    Specified Amount of $100,000.

                    The initial Surrender Charge is computed as follows:

                    curtate net level premium = $1,987.66

                    $10 per $1000 of Specified Amount = $1000

                    $50 per $1000 of Specified Amount = $5000

                    the total of the per thousand charges = $9.08 per month X 24
                    months = $217.92

                    initial Surrender Charge = (1.25 X $1987.66 + $1000) -
                    $217.92=

                    $3,484.57- $217.92 = $3,266.65. Note that $3,484.57 is less
                    than $5000.

                    This amount decreases as follows:

<TABLE>
<CAPTION>
                       YEARS        INITIAL
                       AFTER       SURRENDER       ANNUITY       SURRENDER
                       ISSUE        CHARGE          RATIO         CHARGE
                    ------------  -----------   -------------   -----------
                    <S>           <C>           <C>             <C>
                          0          3,266.65         1.00000      3,266.65
                          1          3,266.65         0.96609      3,155.89
                          2          3,266.65         0.93101      3,041.30
                          3          3,266.65         0.89471      2,922.71
                          4          3,266.65         0.85711      2,799.89
                          5          3,266.65         0.81818      2,672.70
                          6          3,266.65         0.77782      2,540.86
                          7          3,266.65         0.73600      2,404.26
                          8          3,266.65         0.69265      2,262.65
                          9          3,266.65         0.64769      2,115.79
                         10          3,266.65         0.60104      1,963.40
</TABLE>

42
<PAGE>
<TABLE>
<CAPTION>
                       YEARS        INITIAL
                       AFTER       SURRENDER       ANNUITY       SURRENDER
                       ISSUE        CHARGE          RATIO         CHARGE
                    ------------  -----------   -------------   -----------
                    <S>           <C>           <C>             <C>
                         11          3,266.65         0.55257      1,805.05
                         12          3,266.65         0.50212      1,640.25
                         13          3,266.65         0.44952      1,468.41
                         14          3,266.65         0.39456      1,288.88
                         15          3,266.65         0.33701      1,100.90
                         16                                            0.00
</TABLE>

                    EXAMPLE 2: A female, Age 75, purchases a policy with a
                    Specified Amount of $200,000.

                    The initial Surrender Charge is computed as follows:

                    curtate net level premium = $15,727.74

                    $10 per $1000 of Specified Amount = $2,000

                    $50 per $1000 of Specified Amount = $10,000

                    the total of the per thousand charges = $59.84 per month X
                    24 months = $1,436.16

                    The value (1.25 X $15,727.74 + $2,000) exceeds $10,000, so
                    the initial Surrender Charge = $10,000 - $1,436.16 =
                    $8,563.84

                    This amount decreases as follows:

<TABLE>
<CAPTION>
                       YEARS        INITIAL
                       AFTER       SURRENDER       ANNUITY       SURRENDER
                       ISSUE        CHARGE          RATIO         CHARGE
                    ------------  -----------   -------------   -----------
                    <S>           <C>           <C>             <C>
                          0          8,563.84         1.00000      8,563.84
                          1          8,563.84         0.95375      8,167.79
                          2          8,563.84         0.90821      7,777.77
                          3          8,563.84         0.86329      7,393.11
                          4          8,563.84         0.81888      7,012.72
                          5          8,563.84         0.77490      6,636.15
                          6          8,563.84         0.73145      6,264.02
                          7          8,563.84         0.68868      5,897.71
                          8          8,563.84         0.64680      5,539.10
                          9          8,563.84         0.60603      5,189.95
                         10          8,563.84         0.56635      4,850.10
                         11          8,563.84         0.52753      4,517.67
                         12          8,563.84         0.48915      4,189.03
                         13          8,563.84         0.45058      3,858.68
                         14          8,563.84         0.41088      3,518.67
                         15          8,563.84         0.36873      3,157.74
                         16                                            0.00
</TABLE>

                                                                              43
<PAGE>
APPENDIX 4

                    CORRIDOR PERCENTAGES

<TABLE>
<CAPTION>
ATTAINED AGE OF
THE INSURED               CORRIDOR
(NEAREST BIRTHDAY)       PERCENTAGE
- ----------------------  -------------
<S>                     <C>
         0-40                  250%
          41                   243%
          42                   236%
          43                   229%
          44                   222%
          45                   215%
          46                   209%
          47                   203%
          48                   197%
          49                   191%
          50                   185%
          51                   178%
          52                   171%
          53                   164%
          54                   157%
          55                   150%
          56                   146%
          57                   142%
          58                   138%
          59                   134%
          60                   130%
          61                   128%
          62                   126%
          63                   124%
          64                   122%
          65                   120%
          66                   119%
          67                   118%
          68                   117%
          69                   116%
          70                   115%
          71                   113%
          72                   111%
          73                   109%
          74                   107%
        75-90                  105%
          91                   104%
          92                   103%
          93                   102%
          94                   101%
        95-99                  100%
</TABLE>

44
<PAGE>
APPENDIX 5

                    ILLUSTRATIONS OF ACCUMULATION VALUES, SURRENDER VALUES, AND
                    DEATH BENEFIT PROCEEDS

                    The illustrations in this Prospectus have been prepared to
                    help show how values under the Policies change with
                    investment performance. The illustrations illustrate how
                    Accumulation Values, Surrender Values and Death Benefit
                    Proceeds under a Policy would vary over time if the
                    hypothetical gross investment rates of return were a uniform
                    annual effective rate of either 0%, 6% or 12%. If the
                    hypothetical gross investment rate of return averages 0%,
                    6%, or 12% over a period of years, but fluctuates above or
                    below those averages for individual years, the Accumulation
                    Values, Surrender Values and Death Benefit Proceeds may be
                    different. The illustrations also assume there are no Policy
                    Loans or Partial Surrenders, no additional Premium Payments
                    are made other than shown, no Accumulation Values are
                    allocated to the Fixed Account, and there are no changes in
                    the Specified Amount or Death Benefit Option.

                    The amounts shown for the Accumulation Value, Surrender
                    Value and Death Benefit Proceeds as of each Policy
                    Anniversary reflect the fact that charges are made and
                    expenses applied which lower investment return on the assets
                    held in the Sub-Accounts. Daily charges are made against the
                    assets of the Sub-Accounts for assuming mortality and
                    expense risks. The mortality and expense risk charges are
                    equivalent to an annual effective rate of 0.90% of the daily
                    net asset value of the Separate Account in years 1-19 and
                    0.20% in years 20 and later. In addition, the amounts shown
                    also reflect the deduction of Fund investment advisory fees
                    and other expenses which will vary depending on which
                    funding vehicle is chosen but which are assumed for purposes
                    of these illustrations to be equivalent to an annual
                    effective rate of 0.82% of the daily net asset value of the
                    Separate Account. This rate reflects an arithmetic average
                    of total Fund portfolio annual expenses for the year ending
                    December 31, 1998.

                    Considering charges for mortality and expense risks and the
                    assumed Fund expenses, gross annual rates of 0%, 6% and 12%
                    correspond to net investment experience at annual rates of
                    -1.72%, 4.28% and 10.28% for years 1-19 and -1.02%, 4.98%
                    and 10.98% in years 20 and later.

                    The illustrations also reflect the fact that the Company
                    makes monthly charges for providing insurance protection.
                    Current values reflect current Cost of Insurance charges and
                    guaranteed values reflect the maximum Cost of Insurance
                    charges guaranteed in the Policy. The values shown are for
                    Policies which are issued as preferred and standard.
                    Policies issued on a substandard basis would result in lower
                    Accumulation Values and Death Benefit Proceeds than those
                    illustrated.

                    The illustrations also reflect the fact that the Company
                    deducts a premium load of 5% from each Premium Payment.

                    The Surrender Values shown in the illustrations reflect the
                    fact that the Company will deduct a Surrender Charge from
                    the Policy's Accumulation Value for any Policy surrendered
                    in full during the first fifteen Policy Years. Surrender
                    Charges reflect, in part, age and Specified Amount, and are
                    shown in the illustrations.

                    In addition, the illustrations reflect the fact that the
                    Company deducts a monthly administrative charge at the
                    beginning of each Policy Month. This monthly administrative
                    expense charge is a flat dollar charge of $10 per month in
                    the first year. The illustrations also reflect a monthly
                    charge per $1,000 of Specified Amount assessed during the
                    first two Policy Years.

                    Upon request, the Company will furnish a comparable
                    illustration based on the proposed insured's age, gender
                    classification, smoking classification, risk classification
                    and premium payment requested.

                                                                              45
<PAGE>
                                  MALE    AGE 55    NONSMOKER
                                  PREFERRED -- $8,605 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1

                                  GUARANTEED BASIS

<TABLE>
<CAPTION>
          PREMIUMS
         ACCUMULATED
END OF       AT                 DEATH BENEFIT               TOTAL ACCUMULATION VALUE               SURRENDER VALUE
POLICY   5% INTEREST     ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
 YEAR     PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
- ------   -----------   --------   --------   ---------   --------   --------   ---------   --------   --------   ---------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>

   1         9,035     500,000    500,000     500,000      4,647      5,025       5,404          0          0           0
   2        18,522     500,000    500,000     500,000      6,143      7,098       8,104          0          0           0
   3        28,483     500,000    500,000     500,000      7,922      9,587      11,427          0          0           0
   4        38,942     500,000    500,000     500,000      9,160     11,666      14,573          0          0           0
   5        49,924     500,000    500,000     500,000      9,821     13,276      17,486          0          0           0

   6        61,455     500,000    500,000     500,000      9,847     14,331      20,082          0          0       1,913
   7        73,563     500,000    500,000     500,000      9,166     14,725      22,253          0          0       5,046
   8        86,276     500,000    500,000     500,000      7,681     14,325      23,859          0          0       7,644
   9        99,625     500,000    500,000     500,000      5,279     12,970      24,726          0          0       9,533
  10       113,641     500,000    500,000     500,000      1,845     10,488      24,659          0          0      10,522

  15       194,961           0          0     500,000          0          0       1,563          0          0           0
  20       298,749           0          0           0          0          0           0          0          0           0
  25       431,212           0          0           0          0          0           0          0          0           0
  30       600,272           0          0           0          0          0           0          0          0           0
</TABLE>

Amounts are in Dollars

                                  If Premiums are paid more frequently than
                                  annually, the Death Benefit Proceeds,
                                  Accumulation Values and Surrender Values would
                                  be less than those illustrated.

                                  Assumes no policy loans or partial surrenders
                                  have been made. Current cost of insurance
                                  rates assumed. Current mortality and expense
                                  risk charges, administrative fees and premium
                                  load assumed.

                                  These investment results are illustrative only
                                  and should not be considered a representation
                                  of past or future investment results. Actual
                                  investment results may be more or less than
                                  those shown and will depend on a number of
                                  factors, including the Policy Owner's
                                  allocations and the Funds' rates of return.
                                  Accumulation Values and Surrender Values for a
                                  Policy would be different from those shown if
                                  the actual investment rates of return averaged
                                  0%, 6% and 12% over a period of years, but
                                  fluctuated above or below those averages for
                                  individual Policy Years. No representations
                                  can be made that these rates of return will in
                                  fact be achieved for any one year or sustained
                                  over a period of time.

                                  The amounts shown in these illustrations
                                  reflect (1) the deduction of mortality and
                                  expense risk charges and (2) assumed Fund
                                  total expenses of 0.82% per year.

46
<PAGE>
                                  MALE    AGE 55    NONSMOKER
                                  PREFERRED -- $8,605 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1

                                  CURRENT BASIS

<TABLE>
<CAPTION>
          PREMIUMS
         ACCUMULATED
END OF       AT                 DEATH BENEFIT               TOTAL ACCUMULATION VALUE               SURRENDER VALUE
POLICY   5% INTEREST     ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
 YEAR     PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
- ------   -----------   --------   --------   ---------   --------   --------   ---------   --------   --------   ---------

<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
   1         9,035     500,000    500,000      500,000     4,647      5,024        5,404         0          0            0
   2        18,522     500,000    500,000      500,000     9,204     10,254       11,352         0          0            0
   3        28,483     500,000    500,000      500,000    14,425     16,475       18,706         0          0            0
   4        38,942     500,000    500,000      500,000    19,527     22,935       26,792         0      2,924        6,780
   5        49,924     500,000    500,000      500,000    24,522     29,659       35,701     5,419     10,555       16,597

   6        61,455     500,000    500,000      500,000    29,427     36,673       45,538    11,258     18,504       27,369
   7        73,563     500,000    500,000      500,000    34,248     43,998       56,411    17,041     26,791       39,204
   8        86,276     500,000    500,000      500,000    38,923     51,586       68,368    22,707     35,370       52,153
   9        99,625     500,000    500,000      500,000    43,418     59,416       81,497    28,225     44,222       66,303
  10       113,641     500,000    500,000      500,000    47,758     67,522       95,949    33,620     53,384       81,811

  15       194,961     500,000    500,000      500,000    63,139    108,721      190,170    54,985    100,568      182,017
  20       298,749     500,000    500,000      500,000    66,806    151,278      343,711    66,806    151,278      343,711
  25       431,212     500,000    500,000      656,230    55,891    199,852      624,981    55,891    199,852      624,981
  30       600,272     500,000    500,000    1,153,513    20,061    252,273    1,098,584    20,061    252,273    1,098,584
</TABLE>

Amounts are in Dollars

                                  If Premiums are paid more frequently than
                                  annually, the Death Benefit Proceeds,
                                  Accumulation Values and Surrender Values would
                                  be less than those illustrated.

                                  Assumes no policy loans or partial surrenders
                                  have been made. Current cost of insurance
                                  rates assumed. Current mortality and expense
                                  risk charges, administrative fees and premium
                                  load assumed.

                                  These investment results are illustrative only
                                  and should not be considered a representation
                                  of past or future investment results. Actual
                                  investment results may be more or less than
                                  those shown and will depend on a number of
                                  factors, including the Policy Owner's
                                  allocations and the Funds' rates of return.
                                  Accumulation Values and Surrender Values for a
                                  Policy would be different from those shown if
                                  the actual investment rates of return averaged
                                  0%, 6% and 12% over a period of years, but
                                  fluctuated above or below those averages for
                                  individual Policy Years. No representations
                                  can be made that these rates of return will in
                                  fact be achieved for any one year or sustained
                                  over a period of time.

                                  The amounts shown in these illustrations
                                  reflect (1) the deduction of mortality and
                                  expense risk charges and (2) assumed Fund
                                  total expenses of 0.82% per year.

                                                                              47
<PAGE>
                                  MALE    AGE 65    NONSMOKER
                                  PREFERRED -- $13,988 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1

                                  GUARANTEED BASIS

<TABLE>
<CAPTION>
          PREMIUMS
         ACCUMULATED
END OF       AT                 DEATH BENEFIT               TOTAL ACCUMULATION VALUE               SURRENDER VALUE
POLICY   5% INTEREST     ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
 YEAR     PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
- ------   -----------   --------   --------   ---------   --------   --------   ---------   --------   --------   ---------

<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
   1        14,687     500,000    500,000     500,000      6,503      7,084       7,670          0          0           0
   2        30,109     500,000    500,000     500,000      4,621      5,954       7,371          0          0           0
   3        46,302     500,000    500,000     500,000      2,748      4,777       7,074          0          0           0
   4        63,305           0    500,000     500,000          0      2,115       5,304          0          0           0
   5        81,157           0          0     500,000          0          0       1,724          0          0           0

   6        99,903           0          0           0          0          0           0          0          0           0
   7       119,585           0          0           0          0          0           0          0          0           0
   8       140,252           0          0           0          0          0           0          0          0           0
   9       161,952           0          0           0          0          0           0          0          0           0
  10       184,737           0          0           0          0          0           0          0          0           0

  15       316,934           0          0           0          0          0           0          0          0           0
  20       485,654           0          0           0          0          0           0          0          0           0
  25       700,989           0          0           0          0          0           0          0          0           0
  30       975,816           0          0           0          0          0           0          0          0           0
</TABLE>

Amounts are in Dollars

                                  If Premiums are paid more frequently than
                                  annually, the Death Benefit Proceeds,
                                  Accumulation Values and Surrender Values would
                                  be less than those illustrated.

                                  Assumes no policy loans or partial surrenders
                                  have been made. Current cost of insurance
                                  rates assumed. Current mortality and expense
                                  risk charges, administrative fees and premium
                                  load assumed.

                                  These investment results are illustrative only
                                  and should not be considered a representation
                                  of past or future investment results. Actual
                                  investment results may be more or less than
                                  those shown and will depend on a number of
                                  factors, including the Policy Owner's
                                  allocations and the Funds' rates of return.
                                  Accumulation Values and Surrender Values for a
                                  Policy would be different from those shown if
                                  the actual investment rates of return averaged
                                  0%, 6% and 12% over a period of years, but
                                  fluctuated above or below those averages for
                                  individual Policy Years. No representations
                                  can be made that these rates of return will in
                                  fact be achieved for any one year or sustained
                                  over a period of time.

                                  The amounts shown in these illustrations
                                  reflect (1) the deduction of mortality and
                                  expense risk charges and (2) assumed Fund
                                  total expenses of 0.82% per year.

48
<PAGE>
                                  MALE    AGE 65    NONSMOKER
                                  PREFERRED -- $13,988 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1

                                  CURRENT BASIS

<TABLE>
<CAPTION>
          PREMIUMS
         ACCUMULATED
END OF       AT                 DEATH BENEFIT               TOTAL ACCUMULATION VALUE               SURRENDER VALUE
POLICY   5% INTEREST     ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
 YEAR     PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
- ------   -----------   --------   --------   ---------   --------   --------   ---------   --------   --------   ---------

<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
   1        14,687     500,000    500,000      500,000     6,503      7,085        7,670         0          0            0
   2        30,109     500,000    500,000      500,000    12,950     14,534       16,196         0          0            0
   3        46,302     500,000    500,000      500,000    20,460     23,525       26,871       625      3,690        7,036
   4        63,305     500,000    500,000      500,000    27,602     32,673       38,428     8,641     13,712       19,467
   5        81,157     500,000    500,000      500,000    34,624     42,237       51,228    16,547     24,161       33,151

   6        99,903     500,000    500,000      500,000    41,549     52,267       65,441    24,367     35,085       48,259
   7       119,585     500,000    500,000      500,000    48,328     62,738       81,182    32,051     46,461       64,904
   8       140,252     500,000    500,000      500,000    54,973     73,689       98,643    39,609     58,325       83,279
   9       161,952     500,000    500,000      500,000    61,393     85,056      117,943    46,951     70,614      103,501
  10       184,737     500,000    500,000      500,000    67,479     96,764      139,210    53,969     83,254      125,701

  15       316,934     500,000    500,000      500,000    86,745    155,746      280,842    78,419    147,420      272,516
  20       485,654     500,000    500,000      551,714    77,536    211,110      525,442    77,536    211,110      525,442
  25       700,989     500,000    500,000    1,012,056    32,960    276,470      963,863    32,960    276,470      963,863
  30       975,816           0    500,000    1,714,439         0    360,466    1,697,465         0    360,466    1,697,465
</TABLE>

Amounts are in Dollars

                                  If Premiums are paid more frequently than
                                  annually, the Death Benefit Proceeds,
                                  Accumulation Values and Surrender Values would
                                  be less than those illustrated.

                                  Assumes no policy loans or partial surrenders
                                  have been made. Current cost of insurance
                                  rates assumed. Current mortality and expense
                                  risk charges, administrative fees and premium
                                  load assumed.

                                  These investment results are illustrative only
                                  and should not be considered a representation
                                  of past or future investment results. Actual
                                  investment results may be more or less than
                                  those shown and will depend on a number of
                                  factors, including the Policy Owner's
                                  allocations and the Funds' rates of return.
                                  Accumulation Values and Surrender Values for a
                                  Policy would be different from those shown if
                                  the actual investment rates of return averaged
                                  0%, 6% and 12% over a period of years, but
                                  fluctuated above or below those averages for
                                  individual Policy Years. No representations
                                  can be made that these rates of return will in
                                  fact be achieved for any one year or sustained
                                  over a period of time.

                                  The amounts shown in these illustrations
                                  reflect (1) the deduction of mortality and
                                  expense risk charges and (2) assumed Fund
                                  total expenses of 0.82% per year.

                                                                              49
<PAGE>
                                  FEMALE    AGE 55    NONSMOKER
                                  PREFERRED -- $6,925 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1
                                  GUARANTEED BASIS

<TABLE>
<CAPTION>
          PREMIUMS
         ACCUMULATED
END OF       AT                 DEATH BENEFIT               TOTAL ACCUMULATION VALUE               SURRENDER VALUE
POLICY   5% INTEREST     ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
 YEAR     PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
- ------   -----------   --------   --------   ---------   --------   --------   ---------   --------   --------   ---------

<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
   1         7,271     500,000    500,000     500,000      3,492      3,788       4,085          0          0           0
   2        14,906     500,000    500,000     500,000      5,311      6,074       6,876          0          0           0
   3        22,922     500,000    500,000     500,000      7,680      9,061      10,580          0          0           0
   4        31,340     500,000    500,000     500,000      9,814     11,981      14,470          0          0           0
   5        40,178     500,000    500,000     500,000     11,703     14,818      18,553          0          0       2,953

   6        49,458     500,000    500,000     500,000     13,322     17,541      22,827          0      2,705       7,991
   7        59,202     500,000    500,000     500,000     14,612     20,083      27,252        569      6,040      13,209
   8        69,433     500,000    500,000     500,000     15,496     22,356      31,767      2,275      9,135      18,546
   9        80,176     500,000    500,000     500,000     15,867     24,236      36,278      3,498     11,866      23,909
  10        91,456     500,000    500,000     500,000     15,649     25,624      40,713      4,161     14,136      29,225

  15       156,901     500,000    500,000     500,000      4,461     22,888      60,453          0     16,394      53,960
  20       240,428           0          0     500,000          0          0      67,729          0          0      67,729
  25       347,031           0          0     500,000          0          0      19,991          0          0      19,991
  30       483,087           0          0           0          0          0           0          0          0           0
</TABLE>

Amounts are in Dollars

                                  If Premiums are paid more frequently than
                                  annually, the Death Benefit Proceeds,
                                  Accumulation Values and Surrender Values would
                                  be less than those illustrated.

                                  Assumes no policy loans or partial surrenders
                                  have been made. Current cost of insurance
                                  rates assumed. Current mortality and expense
                                  risk charges, administrative fees and premium
                                  load assumed.

                                  These investment results are illustrative only
                                  and should not be considered a representation
                                  of past or future investment results. Actual
                                  investment results may be more or less than
                                  those shown and will depend on a number of
                                  factors, including the Policy Owner's
                                  allocations and the Funds' rates of return.
                                  Accumulation Values and Surrender Values for a
                                  Policy would be different from those shown if
                                  the actual investment rates of return averaged
                                  0%, 6% and 12% over a period of years, but
                                  fluctuated above or below those averages for
                                  individual Policy Years. No representations
                                  can be made that these rates of return will in
                                  fact be achieved for any one year or sustained
                                  over a period of time.

                                  The amounts shown in these illustrations
                                  reflect (1) the deduction of mortality and
                                  expense risk charges and (2) assumed Fund
                                  total expenses of 0.82% per year.

50
<PAGE>
                                  FEMALE    AGE 55    NONSMOKER
                                  PREFERRED -- $6,925 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1

                                  CURRENT BASIS

<TABLE>
<CAPTION>
          PREMIUMS
         ACCUMULATED
END OF       AT                 DEATH BENEFIT               TOTAL ACCUMULATION VALUE               SURRENDER VALUE
POLICY   5% INTEREST     ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
 YEAR     PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
- ------   -----------   --------   --------   ---------   --------   --------   ---------   --------   --------   ---------

<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
   1         7,271     500,000    500,000     500,000      3,492      3,788       4,085          0          0           0
   2        14,906     500,000    500,000     500,000      7,450      8,279       9,147          0          0           0
   3        22,922     500,000    500,000     500,000     12,083     13,731      15,521          0          0           0
   4        31,340     500,000    500,000     500,000     16,596     19,374      22,508        260      3,038       6,172
   5        40,178     500,000    500,000     500,000     21,018     25,248      30,203      5,418      9,648      14,603

   6        49,458     500,000    500,000     500,000     25,343     31,354      38,672     10,507     16,518      23,836
   7        59,202     500,000    500,000     500,000     29,553     37,685      47,981     15,510     23,642      33,938
   8        69,433     500,000    500,000     500,000     33,675     44,276      58,243     20,454     31,055      45,022
   9        80,176     500,000    500,000     500,000     37,687     51,117      69,538     25,318     38,748      57,169
  10        91,456     500,000    500,000     500,000     41,601     58,232      81,989     30,113     46,744      70,501

  15       156,901     500,000    500,000     500,000     58,581     97,240     165,367     52,088     90,746     158,874
  20       240,428     500,000    500,000     500,000     68,272    140,579     300,512     68,272    140,579     300,512
  25       347,031     500,000    500,000     568,989     68,215    191,830     541,894     68,215    191,830     541,894
  30       483,087     500,000    500,000     998,710     48,714    247,434     951,152     48,714    247,434     951,152
</TABLE>

Amounts are in Dollars

                                  If Premiums are paid more frequently than
                                  annually, the Death Benefit Proceeds,
                                  Accumulation Values and Surrender Values would
                                  be less than those illustrated.

                                  Assumes no policy loans or partial surrenders
                                  have been made. Current cost of insurance
                                  rates assumed. Current mortality and expense
                                  risk charges, administrative fees and premium
                                  load assumed.

                                  These investment results are illustrative only
                                  and should not be considered a representation
                                  of past or future investment results. Actual
                                  investment results may be more or less than
                                  those shown and will depend on a number of
                                  factors, including the Policy Owner's
                                  allocations and the Funds' rates of return.
                                  Accumulation Values and Surrender Values for a
                                  Policy would be different from those shown if
                                  the actual investment rates of return averaged
                                  0%, 6% and 12% over a period of years, but
                                  fluctuated above or below those averages for
                                  individual Policy Years. No representations
                                  can be made that these rates of return will in
                                  fact be achieved for any one year or sustained
                                  over a period of time.

                                  The amounts shown in these illustrations
                                  reflect (1) the deduction of mortality and
                                  expense risk charges and (2) assumed Fund
                                  total expenses of 0.82% per year.

                                                                              51
<PAGE>
                                  FEMALE    AGE 65    NONSMOKER
                                  PREFERRED -- $11,501 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1

                                  GUARANTEED BASIS

<TABLE>
<CAPTION>
          PREMIUMS
         ACCUMULATED
END OF       AT                 DEATH BENEFIT               TOTAL ACCUMULATION VALUE               SURRENDER VALUE
POLICY   5% INTEREST     ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
 YEAR     PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
- ------   -----------   --------   --------   ---------   --------   --------   ---------   --------   --------   ---------

<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
   1        12,076     500,000    500,000     500,000      6,056      6,555       7,058          0          0           0
   2        24,756     500,000    500,000     500,000      7,579      8,830      10,149          0          0           0
   3        38,070     500,000    500,000     500,000      9,701     11,862      14,256          0          0           0
   4        52,049     500,000    500,000     500,000     11,144     14,380      18,145          0          0           0
   5        66,728     500,000    500,000     500,000     11,856     16,304      21,745          0          0       3,599

   6        82,140     500,000    500,000     500,000     11,726     17,488      24,917          0        263       7,691
   7        98,323     500,000    500,000     500,000     10,570     17,706      27,433          0      1,424      11,151
   8       115,316     500,000    500,000     500,000      8,123     16,636      28,961          0      1,318      13,643
   9       133,158     500,000    500,000     500,000      4,065     13,883      29,080          0          0      14,745
  10       151,892           0    500,000     500,000          0      9,010      27,311          0          0      13,977

  15       260,584           0          0           0          0          0           0          0          0           0
  20       399,307           0          0           0          0          0           0          0          0           0
  25       576,356           0          0           0          0          0           0          0          0           0
  30       802,320           0          0           0          0          0           0          0          0           0
</TABLE>

Amounts are in Dollars

                                  If Premiums are paid more frequently than
                                  annually, the Death Benefit Proceeds,
                                  Accumulation Values and Surrender Values would
                                  be less than those illustrated.

                                  Assumes no policy loans or partial surrenders
                                  have been made. Current cost of insurance
                                  rates assumed. Current mortality and expense
                                  risk charges, administrative fees and premium
                                  load assumed.

                                  These investment results are illustrative only
                                  and should not be considered a representation
                                  of past or future investment results. Actual
                                  investment results may be more or less than
                                  those shown and will depend on a number of
                                  factors, including the Policy Owner's
                                  allocations and the Funds' rates of return.
                                  Accumulation Values and Surrender Values for a
                                  Policy would be different from those shown if
                                  the actual investment rates of return averaged
                                  0%, 6% and 12% over a period of years, but
                                  fluctuated above or below those averages for
                                  individual Policy Years. No representations
                                  can be made that these rates of return will in
                                  fact be achieved for any one year or sustained
                                  over a period of time.

                                  The amounts shown in these illustrations
                                  reflect (1) the deduction of mortality and
                                  expense risk charges and (2) assumed Fund
                                  total expenses of 0.82% per year.

52
<PAGE>
                                  FEMALE    AGE 65    NONSMOKER
                                  PREFERRED -- $11,501 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1

                                  CURRENT BASIS

<TABLE>
<CAPTION>
          PREMIUMS
         ACCUMULATED
END OF       AT                 DEATH BENEFIT               TOTAL ACCUMULATION VALUE               SURRENDER VALUE
POLICY   5% INTEREST     ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
 YEAR     PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
- ------   -----------   --------   --------   ---------   --------   --------   ---------   --------   --------   ---------

<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
   1        12,076     500,000    500,000      500,000     6,056      6,555        7,058         0          0            0
   2        24,756     500,000    500,000      500,000    12,510     13,911       15,377         0          0            0
   3        38,070     500,000    500,000      500,000    20,098     22,870       25,883       184      2,956        5,969
   4        52,049     500,000    500,000      500,000    27,522     32,183       37,444     8,480     13,141       18,402
   5        66,728     500,000    500,000      500,000    34,768     41,852       50,163    16,622     23,706       32,017

   6        82,140     500,000    500,000      500,000    41,863     51,923       64,193    24,638     34,698       46,967
   7        98,323     500,000    500,000      500,000    48,732     62,337       79,601    32,450     46,055       63,319
   8       115,316     500,000    500,000      500,000    55,302     73,041       96,473    39,984     57,723       81,155
   9       133,158     500,000    500,000      500,000    61,722     84,196      115,120    47,386     69,861      100,784
  10       151,892     500,000    500,000      500,000    67,909     95,747      135,667    54,575     82,413      122,333

  15       260,584     500,000    500,000      500,000    91,017    156,191      272,332    83,182    148,356      264,498
  20       399,307     500,000    500,000      525,543    88,975    214,215      500,517    88,975    214,215      500,517
  25       576,356     500,000    500,000      953,689    56,326    281,249      908,275    56,326    281,249      908,275
  30       802,320           0    500,000    1,606,826         0    365,790    1,590,917         0    365,790    1,590,917
</TABLE>

Amounts are in Dollars

                                  If Premiums are paid more frequently than
                                  annually, the Death Benefit Proceeds,
                                  Accumulation Values and Surrender Values would
                                  be less than those illustrated.

                                  Assumes no policy loans or partial surrenders
                                  have been made. Current cost of insurance
                                  rates assumed. Current mortality and expense
                                  risk charges, administrative fees and premium
                                  load assumed.

                                  These investment results are illustrative only
                                  and should not be considered a representation
                                  of past or future investment results. Actual
                                  investment results may be more or less than
                                  those shown and will depend on a number of
                                  factors, including the Policy Owner's
                                  allocations and the Funds' rates of return.
                                  Accumulation Values and Surrender Values for a
                                  Policy would be different from those shown if
                                  the actual investment rates of return averaged
                                  0%, 6% and 12% over a period of years, but
                                  fluctuated above or below those averages for
                                  individual Policy Years. No representations
                                  can be made that these rates of return will in
                                  fact be achieved for any one year or sustained
                                  over a period of time.

                                  The amounts shown in these illustrations
                                  reflect (1) the deduction of mortality and
                                  expense risk charges and (2) assumed Fund
                                  total expenses of 0.82% per year.

                                                                              53
<PAGE>
                                    PART II
                        FEES AND CHARGES REPRESENTATION

    Lincoln Life represents that the fees and charges deducted under the
Policies, in the aggregate, are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by Lincoln Life.

                          UNDERTAKING TO FILE REPORTS

    Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

                                INDEMNIFICATION

        (a) Brief description of indemnification provisions.

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

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

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

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

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

                       CONTENTS OF REGISTRATION STATEMENT

    This registration statement comprises the following papers and documents:

       The facing sheet;
       A cross-reference sheet (reconciliation and tie);
       The undertaking to file reports;
       The signatures;
       Written consents of the following persons:
           Robert A. Picarello, Esq. (to be filed by amendment)
           Vaughn W. Robbins, FSA (to be filed by amendment)
           Ernst & Young, LLP (to be filed by amendment)
<PAGE>

<TABLE>
<S>        <C>        <C>
           The following exhibits correspond to those required by paragraph A of the instructions
1.         as to exhibits in Form N-8B-2:
           Resolution of the Board of Directors of The Lincoln National Life Insurance Company and
     (1)   related documents authorizing establishment of the Account.(2)
     (2)   Not applicable.
     (3)   (a)        Not applicable.
           (b)        Commission Schedule for Variable Life Policies.(5)
     (4)   Not applicable.
     (5)   (a)        Proposed Form of Policy LN 680
           (b)        Proposed Form of Application (2)
           (c)        Riders. (2)
     (6)   (a)        Articles of Incorporation of The Lincoln National Life Insurance Company.(1)
           (b)        Bylaws of The Lincoln National Life Insurance Company.(1)
     (7)   Not applicable.
     (8)   Fund Participation Agreements.
           Forms of Agreements between The Lincoln National Life Insurance Company and:
           (a)        AIM Variable Insurance Funds, Inc.(9)
           (b)        Baron Capital Funds Trust(10)
           (c)        BT Insurance Funds Trust.(6)
           (d)        Delaware Group Premium Fund, Inc.(3)
           (e)        Fidelity Variable Insurance Products Fund.(4)
           (f)        Fidelity Variable Insurance Products Fund II.(4)
           (g)        Fidelity Variable Insurance Products Fund III*
           (h)        Janus Aspen Series(10)
           (i)        Lincoln National Funds(11)
           (j)        MFS-Registered Trademark- Variable Insurance Trust.(5)
           (k)        Neuberger & Berman Advisers Management Trust(10)
           (l)        Templeton Variable Products Series Fund.*
           (m)        OCC Accumulation Trust.(6)
     (9)   Services Agreement between The Lincoln National Life Insurance Co. and Delaware
           Management Co.(7)
    (10)   See Exhibit 1(5).
2.         See Exhibit 1(5).
3.         Opinion and Consent of Robert A. Picarello, Esq.*
4.         Not applicable.
5.         Not applicable.
6.         Opinion and consent of Vaughn Robbins, F.S.A.*
7.         Consent of Ernst & Young LLP, Independent Auditors.*
8.         Not applicable.
</TABLE>

 * To be filed by Amendment.
(1) Incorporated by reference to Registration Statement on Form N-4 (File No.
    33-27783) filed on December 5, 1996.
(2) Incorporated by reference to Registrant's Registration Statement on Form S-6
    (File No. 333-42479) filed on December 17, 1997.
(3) Incorporated by reference to Registration Statement on Form N-4 (File No.
    33-25990) filed on April 22, 1998.
(4) Incorporated by reference to Registration Statement on Form N-4 (File No.
    333-04999) filed on September 30, 1998.
(5) Incorporated by reference to Registration Statement on Form S-6 (File No.
    333-42479) filed on April 28, 1998.
(6) Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
    Statement on Form S-6 (File No. 333-42479) filed on May 12, 1998.
(7) Incorporated by reference to Registration Statement on Form S-6 (File No.
    33-40745) filed on November 21, 1997.
(8) Incorporated by reference to Post-Effective Amendment No. 1 to Registration
    Statement on Form S-6 (File No. 333-42479) filed on December 30, 1998.
(9) Incorporated by reference to the Registration Statement on Form N-4 (File
    No. 333-40937) filed on September 3, 1998.
(10) Incorporated by reference to the amendment to the Registration Statement on
     Form N-4 (File No. 333-04999) filed on September 30, 1998.
(11) Lincoln National Funds (Eleven Separate Agreements):

    LN Aggreessive Growth Fund, Inc., incorporated by reference to Post
    Effective Amendment No. 8 to the Registration Statement on Form N-1A (File
    No. 33-70742) filed on April 16, 1999.
<PAGE>
    LN Bond Fund, Inc., incorporated by reference to Post Effective Amendment
    No. 21 to the Registration Statement on Form N-1A (File No. 2-80746) filed
    on April 16, 1999.

    LN Capital Appreciation Fund, Inc., incorporated by reference to Post
    Effective Amendment No. 7 to the Registration Statement on Form N-1A (File
    No. 33-70272) filed on April 16, 1999.

    LN Equity-Income Fund, Inc., incorporated by reference to Post Effective
    Amendment No. 7 to the Registration Statement on Form N-1A (File No.
    33-71158) filed on April 16, 1999.

    LN Global Asset Allocation Fund, Inc., incorporated by reference to Post
    Effective Amendment No. 15 to the Registration Statement on Form N-1A (File
    No. 33-13530) filed on April 16, 1999.

    LN Growth and Income Fund, Inc., incorporated by reference to Post Effective
    Amendment No. 20 to the Registration Statement on Form N-1A (File No.
    2-80741) filed on April 16, 1999.

    LN International Fund, Inc., incorporated by reference to Post Effective
    Amendment No. 11 to the Registration Statement on Form N-1A (File No.
    33-38335) filed on April 16, 1999.

    LN Managed Fund, Inc., incorporated by reference to Post Effective Amendment
    No. 19 to the Registration Statement on Form N-1A (File No. 2-82276) filed
    on April 16, 1999.

    LN Money Market Fund, Inc., incorporated by reference to Post Effective
    Amendment No. 20 to the Registration Statement on Form N-1A (File No.
    2-80743) filed on April 16, 1999.

    LN Social Awareness Fund, Inc., incorporated by reference to Post Effective
    Amendment No. 13 to the Registration Statement on Form N-1A (File No.
    33-19896) filed on April 16, 1999.

    LN Special Opportunities Fund, Inc., incorporated by reference to Post
    Effective Amendment No. 20 to the Registration Statement on Form N-1A (File
    No. 2-80731) filed on April 16, 1999.
<PAGE>
                                   SIGNATURES

    As required by the Securities Act of 1933, the registrant has duly caused
this Registration Statement on Form S-6 to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Hartford and the State of
Connecticut, on the 12th day of July, 1999.

                                          LINCOLN LIFE FLEXIBLE PREMIUM
                                          VARIABLE LIFE ACCOUNT M
                                          (Name of Registrant)

                                          by:         /s/ GARY W. PARKER

                                            ------------------------------------
                                                       Gary W. Parker
                                                       VICE PRESIDENT
                                            THE LINCOLN NATIONAL LIFE INSURANCE
                                                         COMPANY

                                          THE LINCOLN NATIONAL LIFE INSURANCE
                                          COMPANY
                                          (Name of Depositor)

                                          by:         /s/ GARY W. PARKER

                                            ------------------------------------
                                                       Gary W. Parker
                                                       VICE PRESIDENT
<PAGE>
    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on July 12, 1999 by the following
persons, as officers and directors of the Depositor, in the capacities
indicated:

                    SIGNATURE                                 TITLE
- --------------------------------------------------  -------------------------

             /s/ GABRIEL L. SHAHEEN*                President, Chief
   -------------------------------------------      Executive Officer and
                Gabriel L. Shaheen                  Director
                                                    (Principal Executive
                                                    Officer)

             /s/ TODD R. STEPHENSON*                Senior Vice President,
   -------------------------------------------      Chief Financial Officer
                Todd R. Stephenson                  and Assistant Treasurer
                                                    (Principal Financial
                                                    Officer)

                /s/ KEITH J. RYAN*                  Vice President,
   -------------------------------------------      Controller
                  Keith J. Ryan                     and Chief Accounting
                                                    Officer
                                                    (Principal Accounting
                                                    Officer)

             /s/ LAWRENCE T. ROWLAND*               Executive Vice President
   -------------------------------------------      and Director
               Lawrence T. Rowland

               /s/ JOHN A. BOSCIA*                  Director
   -------------------------------------------
                  John A. Boscia

             /s/ H. THOMAS MCMEEKIN*                Director
   -------------------------------------------
                H. Thomas McMeekin

             /s/ RICHARD C. VAUGHAN*                Director
   -------------------------------------------
                Richard C. Vaughan

                                          By:         /s/ GARY W. PARKER

                                             -----------------------------------
                                                       Gary W. Parker
                                                ATTORNEY-IN-FACT, PURSUANT TO
                                               A POWER OF ATTORNEY FILED WITH
                                                 THIS REGISTRATION STATEMENT
<PAGE>
                               POWER OF ATTORNEY

    We, the undersigned directors and officers of The Lincoln National Life
Insurance Company ("Company"), hereby severally constitute and appoint John H.
Gotta, Robert A. Picarello, and Gary W. Parker, individually, our true and
lawful attorneys-in-fact, with full power to each of them to sign for us, in our
names and in the capacities indicated below, any and all Registration Statements
on Forms N-6, S-6 and/or N-8B-2 (including Amendments to those Registration
Statements) which may be filed with the U.S. Securities and Exchange Commission
under the Securities Act of 1933 and/or the Investment Company Act of 1940, as
applicable, on behalf of the Company in its own right or as Depositor for one or
more of its Separate Accounts, hereby ratifying and confirming our signatures as
they may be affixed by any of these attorneys-in-fact to said Registration
Statement(s) or Amendment(s), and hereby revoking any and all Powers of Attorney
previously executed for this purpose.

    WITNESS our hands and common seal on this 9th day of July, 1999.

                  SIGNATURE                              TITLE
- ---------------------------------------------  -------------------------

           /s/ TODD R. STEPHENSON              Senior Vice President,
   --------------------------------------      Chief Financial Officer
             Todd R. Stephenson                and Assistant Treasurer
                                               (Principal Financial
                                               Officer)

              /s/ KEITH J. RYAN                Vice President,
   --------------------------------------      Controller and Chief
                Keith J. Ryan                  Accounting Officer
                                               (Principal Accounting
                                               Officer)
STATE OF INDIANA
                                               SS:
COUNTY OF ALLEN
                                               Subscribed and sworn to
                                               before me this
                                               9th of July, 1999.

                                               /s/ Kimberly J. DeLong
                                               -------------------------

                                               Commission Expires:
                                               1/29/2007

<PAGE>

                             Policy Number  SPECIMEN

                      Insured  JOHN DOE

    Initial Specified Amount  $100,000         Date of Issue    OCTOBER 15, 1999

                   THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
     A Stock Company     Home Office Location:  Fort Wayne, Indiana

                Administrator Mailing Address:  The Lincoln National Life
                                                  Insurance Company
                                                350 Church Street
                                                Hartford, CT 06103-1106


The Lincoln National Life Insurance Company ("Lincoln Life") agrees to pay the
Death Benefit Proceeds to the Beneficiary upon receipt of due proof of the
Insured's death during the continuance of the policy. Such payment shall be made
as provided under GENERAL PROVISIONS, PAYMENT OF PROCEEDS. Lincoln Life further
agrees to pay the Surrender Value to the Owner upon surrender of the policy.

RIGHT TO EXAMINE THE POLICY. The policy may be returned to the insurance agent
through whom it was purchased or to Lincoln Life within 10 days after receipt of
the policy (20 days after its receipt where required by law for policies issued
in replacement of other insurance). During this period (the "Right-to-Examine
Period"), any premium paid will be placed in the Money Market Fund and, if the
policy is so returned, it will be deemed void from the Date of Issue and Lincoln
Life will refund all premium paid. If the policy is not returned, the premium
payment will be processed as set forth in PREMIUM AND REINSTATEMENT PROVISIONS,
ALLOCATION OF NET PREMIUM PAYMENTS.

ANY BENEFITS AND VALUES PROVIDED BY THE POLICY BASED ON THE INVESTMENT
EXPERIENCE OF THE VARIABLE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO
DOLLAR AMOUNT.

THE DEATH BENEFIT PROCEEDS ON THE DATE OF ISSUE EQUAL THE INITIAL SPECIFIED
AMOUNT OF THE POLICY. THEREAFTER, THE DEATH BENEFIT PROCEEDS MAY VARY UNDER THE
CONDITIONS DESCRIBED UNDER INSURANCE COVERAGE PROVISIONS.

The policy is issued and accepted subject to the terms set forth on the
following pages, which are made a part of the policy. In consideration of the
application and the payment of premiums as provided, the policy is executed by
Lincoln Life as of the Date of Issue.



                                               /s/ [Illegible]
         Registrar                                PRESIDENT



                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

  Non-Participating Variable life insurance payable upon death of the Insured.
                            Adjustable Death Benefit.
              Surrender Value payable upon surrender of the policy.
         Flexible premiums payable to when the Insured reaches Age 100.
                Investment results reflected in policy benefits.
       Premium Payments and Supplementary Coverages as shown in the Policy
                                 Specifications.

     LN680

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

Policy Specifications .......................................................  3

Schedule 1: Surrender Charges ...............................................  5

Schedule 2: Expense Charges and Fees ........................................  6

Schedule 3: Table of Guaranteed Maximum Cost of Insurance Rates Per $1,000 ..  7

Schedule 4: Corridor Percentages Table ......................................  8

Definitions .................................................................  9

Premium and Reinstatement Provisions ........................................ 11

Ownership, Assignment and Beneficiary Provisions ............................ 12

Variable Account Provisions ................................................. 13

Policy Values Provisions .................................................... 14

Transfer Privilege Provision ................................................ 16

Nonforfeiture and Surrender Value Provisions ................................ 17

Loan Provisions ............................................................. 18

Insurance Coverage Provisions ............................................... 19

General Provisions .......................................................... 21


Followed by Optional Methods of Settlement and Any Riders

*Page 4 is intentionally "blank."


LN680                                                                          2
<PAGE>


                              POLICY SPECIFICATIONS

                             Policy Number  SPECIMEN

                   Insured  JOHN DOE
  Initial Specified Amount  $100,000       Date of Issue  OCTOBER 15, 1999
  Minimum Specified Amount  $100,000           Issue Age  35
   Monthly Anniversary Day  15             Premium Class  STANDARD

LN660 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

BENEFIT AMOUNT:        See Initial Specified Amount

DEATH BENEFIT OPTION:  Death Benefit Option is 1. (See INSURANCE COVERAGE
                       PROVISIONS.)

PREMIUM PAYMENTS:      Initial premium paid with application $715.00
                       Planned Premium $715.00
                       Additional premium payments may vary by frequency or
                       amount.

PAYMENT MODE:          ANNUALLY

NO LAPSE PREMIUM:      A payment of at least $52.61 is due as of the Date of
                       Issue and each Monthly Anniversary Day during the first
                       10 policy years thereafter to guarantee the policy will
                       not lapse during those years. All or a portion of the
                       remaining monthly premiums can be paid in advance at any
                       time. (For example, 12 times this amount could be paid
                       at the beginning of a Policy Year to satisfy the
                       requirements for that Policy Year. The No Lapse
                       Provision applies to the first 10 Policy Years only.
                       See PREMIUM AND REINSTATEMENT PROVISIONS, NO LAPSE
                       PROVISION.)

NOTE: Except during years when the No Lapse Provision is in effect, the policy
      will terminate before the Insured reaches Age 100 if the actual premiums
      paid and investment experience are insufficient to continue coverage to
      such a date.

LIMITS ON ALLOCATION OF NET PREMIUM PAYMENTS: All allocations of Net Premium
Payments must be made in whole percentages and in aggregate must total 100%.
Premium Payments will be allocated net of the Premium Load specified in SCHEDULE
2.

LIMITS ON TRANSFERS FROM THE FIXED ACCOUNT: Transfers from the Fixed Account
shall be made only within the 30 day period after an anniversary of the Date of
Issue. The amount of all such transfers in any such 30 day period shall not
exceed 20% of the Fixed Account Value as of the immediately preceding
anniversary of the Date of Issue. Lincoln Life may limit the dollar amount of
such transfers. (SEE TRANSFER PRIVILEGE PROVISION.)


LN680                                                                          3

<PAGE>

                              POLICY SPECIFICATIONS

                             Policy Number  SPECIMEN

                    Insured  JOHN DOE
   Initial Specified Amount  $100,000          Date of Issue  OCTOBER 15, 1999
   Minimum Specified Amount  $100,000              Issue Age  35
    Monthly Anniversary Day  15                Premium Class  STANDARD


OWNER
The Insured

BENEFICIARY
Jane Doe, Wife, if surviving the Insured


LN680                                                                  3A-1 of 1

<PAGE>


                          THIS PAGE INTENTIONALLY BLANK


<PAGE>


                          SCHEDULE 1: SURRENDER CHARGES

The charge assessed upon full surrender of the policy will be the lesser of the
Surrender Charge shown of the then current Net Accumulation Value. Upon either a
partial surrender or a decrease in Specified Amount, no surrender charge is
applied. An additional surrender charge table will apply to each increase in
Specified Amount permitted by Lincoln Life.  The additional table will apply as
of the date of the increase.

<TABLE>
<CAPTION>
                                                SURRENDER CHARGE AS OF
                    POLICY YEAR                BEGINNING OF POLICY YEAR
                    -----------                ------------------------
                    <S>                        <C>
                        1                             $2,450.60
                        2                             $2,367.70
                        3                             $2,281.60
                        4                             $2,192.20
                        5                             $2,099.50
                        6                             $2,003.10
                        7                             $1,903.10
                        8                             $1,799.30
                        9                             $1,691.40
                       10                             $1,579.40
                       11                             $1,462.80
                       12                             $1,341.50
                       13                             $1,215.20
                       14                             $1,083.80
                       15                               $946.70
                       16 and thereafter                  $0.00
</TABLE>

The procedures for full and partial surrenders and the imposition of surrender
charges for full surrenders are described in greater detail in NONFORFEITURE AND
SURRENDER VALUE PROVISIONS.

A transaction fee of the lesser of $25 or 2% of the amount surrendered is
assessed for each partial surrender and will be processed as set forth in
NONFORFEITURE AND SURRENDER VALUE PROVISIONS, PARTIAL SURRENDER.


LN680                                                                          5

<PAGE>
                      SCHEDULE 2: EXPENSE CHARGES AND FEES

PREMIUM LOAD. Lincoln Life will deduct a Premium Load of 5.0% from each premium
payment.

MONTHLY ADMINISTRATIVE FEE. A Monthly Deduction is made on each Monthly
Anniversary Day from the Net Accumulation Value. (See POLICY VALUES
PROVISIONS. MONTHLY DEDUCTION.) The Monthly Deduction includes an
administrative fee charge, Cost of Insurance charges and any charges for
supplemental riders or optional benefits.

The monthly administrative fee consists of; (a) a fee of $10.00 per month during
each Policy Year; (b) a monthly charge per $1,000 of Initial Specified Amount
for the first 24 months from the Date of Issue, and (c) a monthly charge per
$1,000 for any increase in Specified Amount for the 24 months following the date
of increase. The charge(s) described in (b) and (c) will be determined using the
table below and will be based on the Insured's Age at the Date of Issue and at
the date of any increase in Specified Amount.

CHARGES AND FEES ASSOCIATED WITH THE VARIABLE SUB-ACCOUNTS. Lincoln Life
imposes a mortality and expense risk ("M&E") charge, which is calculated as a
percentage of the value of the Variable Sub-Accounts. The M&E charge is
deducted from each Variable Sub-Account at the end of each Valuation Period.
This charge is equal to an annual rate of .90% of a Variable Sub-Account's
value during Policy Years 1 through 19, and .20% during the 20th and later
Policy Years.

Fund operating expenses may be deducted by each Fund as set forth in its
prospectus.

TRANSFER FEE. A transaction fee of $25 may be applied by Lincoln Life to each
transfer request in excess of 12 made during any Policy Year. A single transfer
request, either in Writing or by telephone, may consist of multiple
transactions.

<TABLE>
<CAPTION>
               EXPENSE                    EXPENSE                    EXPENSE
               CHARGE                     CHARGE                      CHARGE
    AGE      PER $1,000      AGE        PER $1,000          AGE     PER $1,000
- ------------------------    ------------------------    -----------------------
  <S>           <C>           <C>         <C>               <C>       <C>
   0-12         0.0158        46          0.0950             65       0.2158
    13          0.0200        47          0.0992             66       0.2242
    14          O.0242        48          0.1033             67       0.2325
  15-30         0.0283        49          0.1075             68       0.2408
- ------------------------    ------------------------    -----------------------
    31          0.0325        50          0.1117             69       0.2492
    32          0.0367        51          0.1158             70       0.2575
    33          0.0408        52          0.1200             71       0.2658
    34          0.0450        53          0.1242             72       0.2742
    35          0.0492        54          0.1283             73       0.2825
- ------------------------    ------------------------    -----------------------
    36          0.0533        55          0.1325             74       0.2908
    37          0.0575        56          0.1408             75       0.2992
    38          0.0617        57          0.1492             76       0.3200
    39          0.0658        58          0.1575             77       0.3408
    40          0.0700        59          0.1658             78       0.3617
- ------------------------    ------------------------    -----------------------
    41          0.0742        60          0.1742             79       0.3825
    42          0.0783        61          0.1825             80       0.4033
    43          0.0825        62          0.1908             81+      0.4242
    44          0.0867        63          0.1992
    45          0.0908        64          0.2075
- ------------------------    ------------------------     -----------------------
</TABLE>

                                                                               6

<PAGE>


         SCHEDULE 3: TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES
                (MONTHLY RATES PER $1,000 OF NET AMOUNT AT RISK)

SPECIAL NOTE:    The monthly Cost of Insurance Rate charged under the policy
                 varies based on the sex, Age, duration and premium class of
                 the person insured, but will not exceed the rates shown in the
                 table below. However, In determining the Guaranteed Maximum
                 Cost of Insurance Rates, Lincoln Life will add to the rates
                 below the amount of the Flat Extra Monthly Insurance Cost, if
                 any, shown in the POLICY SPECIFICATIONS. If the person insured
                 is in a rated premium class, the Guaranteed Maximum Cost of
                 Insurance Rates will be those in the table multiplied by the
                 Risk Factor, if any, shown In the POLICY SPECIFICATIONS. The
                 rates below are based on the 1980 CSO Tables (Male or Female as
                 appropriate).

<TABLE>
<CAPTION>

           MALE         FEMALE              MALE           FEMALE                MALE      FEMALE
          MONTHLY      MONTHLY             MONTHLY        MONTHLY               MONTHLY   MONTHLY
   AGE     RATE         RATE         AGE    RATE           RATE         AGE      RATE      RATE
- --------------------------------  ---------------------------------    ----------------------------
   <S>    <C>         <C>            <C>   <C>            <C>           <C>    <C>      <C>
    0     0.34845     0.24089        35      0.17586      0.13752        70    3.30338  1.84590
    1     0.08917     0.07251        36      0.18670      0.14669        71    3.62140  2.02325
    2     0.08251     0.06750        37      0.20004      0.15752        72    3.98666  2.24419
    3     0.08167     0.06584        38      0.21505      0.17003        73    4.40599  2.51548
    4     0.07917     0.06417        39      0.23255      0.18503        74    4.87280  2.83552
- --------------------------------  ---------------------------------    ----------------------------
    5     0.07501     0.06334        40      0.25173      0.20171        75    5.37793  3.19685
    6     0.07167     0.06084        41      0.27424      0.22005        76    5.91225  3.59370
    7     0.06667     0.06000        42      0.29675      0.23922        77    6.46824  4.01942
    8     0.06334     0.05834        43      0.32260      0.25757        78    7.04089  4.47410
    9     0.06167     0.05750        44      0.34929      0.27674        79    7.64551  4.97042
- --------------------------------  ---------------------------------    ----------------------------
   10     0.06084     0.05667        45      0.37931      0.29675        80    8.30507  5.52957
   11     0.06417     0.05750        46      0.41017      0.31677        81    9.03761  6.17118
   12     0.07084     0.06000        47      0.44353      0.33761        82    9.86724  6.91414
   13     0.08251     0.06250        48      0.47856      0.36096        83   10.80381  7.77075
   14     0.09584     0.06667        49      0.51777      0.38598        84   11.82571  8.72632
- --------------------------------  ---------------------------------    ----------------------------
   15     0.11085     0.07084        50      0.55948      0.41350        85   12.91039  9.76952
   16     0.12585     0.07501        51      0.60870      0.44270        86   14.03509 10.89151
   17     0.13919     0.07917        52      0.66377      0.47523        87   15.18976 12.08770
   18     0.14836     0.08167        53      0.72636      0.51276        88   16.36948 13.35774
   19     0.15502     0.08501        54      0.79730      0.55114        89   17.57781 14.70820
- --------------------------------  ---------------------------------    ----------------------------
   20     0.15836     0.08751        55      0.87326      0.59118        90   18.82881 16.15259
   21     0.15919     0.08917        56      0.95591      0.63123        91   20.14619 17.71416
   22     0.15752     0.09084        57      1.04192      0.66961        92   21.57655 19.43814
   23     0.15502     0.09251        58      1.13378      0.70633        93   23.20196 21.40786
   24     0.15169     0.09501        59      1.23235      0.74556        94   25.28174 23.83051
- --------------------------------  ---------------------------------    ----------------------------
   25     0.14752     0.09668        60      1.34180      0.78979        95   28.27411 27.16158
   26     0.14419     0.09918        61      1.46381      0.84488        96   33.10677 32.32378
   27     0.14252     0.10168        62      1.60173      0.91417        97   41.68475 41.21204
   28     0.14169     0.10501        63      1.75809      1.00267        98   58.01259 57.81394
   29     0.14252     0.10835        64      1.93206      1.10539        99   83.33333 83.33333
- --------------------------------  ---------------------------------    ----------------------------
   30     0.14419     0.11251        65      2.12283      1.21731
   31     0.14836     0.11668        66      2.32623      1.33511
   32     0.15252     0.12085        67      2.54312      1.45461
   33     0.15919     0.12502        68      2.77350      1.57247
   34     0.16669     0.13168        69      3.02328      1.69955
- --------------------------------  ---------------------------------
</TABLE>

                                                                               7

<PAGE>

                     SCHEDULE 4: CORRIDOR PERCENTAGES TABLE

As of the Date of Issue of this policy the formula In effect to determine the
amount under item (ii) of INSURANCE COVERAGE PROVISIONS: DEATH BENEFIT PROCEEDS
is based on a percent of the Accumulation Value as determined from the following
table:

<TABLE>
<CAPTION>
                     CORRIDOR                                 CORRIDOR
    AGE             PERCENTAGE              AGE              PERCENTAGE
- -----------         ----------           ---------           ----------
    <S>                <C>                  <C>                 <C>
    0-40               250%                 70                  115%
    41                 243                  71                  113
    42                 236                  72                  111
    43                 229                  73                  109
    44                 222                  74                  107
- -----------         ----------           ---------           ----------
    45                 215                  75                  105
    46                 209                  76                  105
    47                 203                  77                  105
    48                 197                  78                  105
    49                 191                  79                  105
- -----------         ----------           ---------           ----------
    50                 185                  80                  105
    51                 178                  81                  105
    52                 171                  82                  105
    53                 164                  83                  105
    54                 157                  84                  105
- -----------         ----------           ---------           ----------
    55                 150                  85                  105
    56                 146                  86                  105
    57                 142                  87                  105
    58                 138                  88                  105
    59                 134                  89                  105
- -----------         ----------           ---------           ----------
    60                 130                  90                  105
    61                 128                  91                  104
    62                 126                  92                  103
    63                 124                  93                  102
    64                 122                  94                  101
- -----------         ----------           ---------           ----------
    65                 120                  95                  100
    66                 119                  96                  100
    67                 118                  97                  100
    68                 117                  98                  100
    69                 116                  99                  100
- -----------         ----------           ---------           ----------
</TABLE>


                                                                              8

<PAGE>

                                   DEFINITIONS

ACCUMULATION VALUE. The sum of (i) the Fixed Account value, (II) the Variable
Account value, and (iii) the Loan Account value under the policy.

ADMINISTRATOR MAILING ADDRESS. The Administrator Mailing Address for the policy
is indicated on the front cover.

AGE. The age of the Insured at her or his nearest birthday.

COST OF INSURANCE. See POLICY VALUES PROVISIONS, COST OF INSURANCE.

COST OF INSURANCE RATES. This term is defined in SCHEDULE 3.

DATE OF ISSUE. The date from which Policy Years, Policy Anniversaries, and Age
are determined. The Date of Issue is shown in the POLICY SPECIFICATIONS.

DEATH BENEFIT PROCEEDS. The amount payable to the Beneficiary upon death of the
Insured In accordance with (a) the Death Benefit Option elected, and (b) GENERAL
PROVISIONS, PAYMENT OF PROCEEDS. The two Death Benefit Options are described in
INSURANCE COVERAGE PROVISIONS, DEATH BENEFIT OPTIONS.

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

FIXED ACCOUNT. The account under which principal is guaranteed and interest is
credited at a rate of not less than 4% per year. (See POLICY VALUES PROVISION,
INTEREST CREDITED UNDER FIXED ACCOUNT.) Fixed Account assets are general assets
of Lincoln Life and are held in Lincoln Life's general account.

FUND(S). The Funds in the Variable Sub-Account portfolios to which the Owner may
allocate Net Premium Payments or transfer and in THE SHARES OF which such
allocations shall be invested. Each Fund is an open-end management investment
company registered under the 1940 Act.

GRACE PERIOD. See PREMIUM AND REINSTATEMENT PROVISIONS, GRACE PERIOD.

IN WRITING. With respect to any notice to Lincoln Life, this term means a
written form satisfactory to Lincoln Life and received by it at the
Administrator Mailing Address. With respect to any notice by Lincoln Life to the
Owner, any assignee or other person, this term means written notice by ordinary
mail to such person at the most recent address in Lincoln Life's records.

LOAN ACCOUNT. The account in which policy indebtedness (outstanding loans and
interest) accrues once it is transferred out of the Fixed and/or Variable
Sub-Accounts. The Loan Account is part of Lincoln Life's general account.

MONTHLY ANNIVERSARY DAY. The Day of the month, as shown in the POLICY
SPECIFICATIONS, when Lincoln Life makes the Monthly Deduction, or the next
Valuation Day if that day is not a Valuation Day or is nonexistent for that
month.

                                                                               9

<PAGE>

                             DEFINITIONS (CONTINUED)

MONTHLY DEDUCTION. The Monthly Deduction is made from the Net Accumulation
Value; this deduction includes the Cost of Insurance, an administrative expense
charge and charges for supplemental riders or benefits, if applicable. (See
POLICY VALUES PROVISIONS, MONTHLY DEDUCTION.) The first Monthly Deduction is
made as of the Date of Issue. Monthly Deductions occur thereafter on each
Monthly Anniversary Day.

MORTALITY AND EXPENSE RISK (M&E) RATE. A daily rate assessed by Lincoln Life as
a percentage of the value of the Variable Sub-Accounts for its assumption of
mortality and expense risks. The M&E Rate is specified in SCHEDULE 2.

NET ACCUMULATION VALUE. The Accumulation Value less the Loan Account Value.

NET PREMIUM PAYMENT. The portion of a premium payment, after deduction of the
Premium Load as specified in SCHEDULE 2, available for allocation to the Fixed
and/or Variable Sub-Accounts.

1940 ACT. The Investment Company Act of 1940, as amended.

NO LAPSE PREMIUM. The premium required to be paid to guarantee the policy will
not lapse during the first 10 policy years. (See PREMIUM AND REINSTATEMENT
PROVISIONS. NO LAPSE PROVISION.)

NYSE. New York Stock Exchange.

POLICY ANNIVERSARY. The day of the year the policy was issued, or the next
Valuation Day if that day is not a Valuation Day or is nonexistent for that
year.

POLICY YEAR. Each twelve-month period, beginning on the Date of Issue, during
which the policy is in effect.

RIGHT-TO-EXAMINE PERIOD. See RIGHT TO EXAMINE THE POLICY, on the Cover of the
policy.

SEC. The Securities and Exchange Commission.

SPECIFIED AMOUNT. The Specified Amount is shown in the Policy Specifications or
in subsequent Policy Specifications, if later changed. The Specified Amount is
chosen by the Owner and used in determining the amount of the Death Benefit
Proceeds. It may be increased or decreased as described in INSURANCE COVERAGE
PROVISIONS; CHANGES IN SPECIFIED AMOUNT AND DEATH BENEFIT OPTIONS.

SUB-ACCOUNT. The Investment options available under this policy, including
Variable Sub-Accounts and the Fixed Account.

SURRENDER VALUE. See NONFORFEITURE AND SURRENDER VALUE PROVISIONS. SURRENDER
VALUE.

VALUATION DAY. Any day on which the NYSE is open for business, except a day
during which trading on the NYSE is restricted or on which an SEC-determined
emergency exists or on which the valuation or disposal of securities is not
reasonably practicable, as determined under applicable law.

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


                                                                             10
<PAGE>

                             DEFINITIONS (CONTINUED)

VARIABLE LIFE ACCOUNT M. The Lincoln Life Flexible Premium Variable Life
Account consisting of all Variable Sub-Account(s) invested in shares of the
Fund(s). Variable Account assets are separate account assets of Lincoln Life,
the Investment performance of which is kept separate from that of the general
assets of Lincoln Life.  Variable Account assets are not chargeable with the
general liabilities of Lincoln Life.

VARIABLE ACCUMULATION UNIT. A unit of measure used to calculate the value of
a Variable Sub-Account.

                      PREMIUM AND REINSTATEMENT PROVISIONS

PREMIUMS. The initial premium must be paid for coverage to be effective (see
INSURANCE COVERAGE PROVISIONS, DATE OF COVERAGE). Additional premium may be
paid, with the consent of Lincoln Life and subject to the requirements under
ADDITIONAL PREMIUMS, at any time before the insured reaches Age 100. There is
no minimum premium requirement. However, except as provided under the NO
LAPSE PROVISION, the policy will lapse subject to the terms set forth in the
GRACE PERIOD if the Net Accumulation Value is insufficient to pay a Monthly
Deduction.

PAYMENT OF PREMIUM. The initial premium is payable at the Administrator
Mailing Address or to an authorized representative of Lincoln Life.  All
subsequent premium payments are payable at the Administrator Mailing Address.

PLANNED PREMIUM. If the Owner chooses to make periodic premium payments,
Lincoln Life shall send premium reminder notices In Writing for the amounts
and with the frequency elected by the Owner. Changes in the amounts or
frequency of such payments will be subject to the consent of Lincoln Life.

ADDITIONAL PREMIUM. In addition to any planned premium, it is possible to
make additional premium payments of no less than $100 at any time before the
Insured reaches Age 100. Lincoln Life reserves the right to limit the amount
or frequency of any such additional premium payments. If a payment of any
additional premium would increase the difference between the Death Benefit
Proceeds and the Accumulation Value, Lincoln Life may reject the additional
premium payment unless satisfactory evidence of insurability is furnished to
Lincoln Life. If a payment of additional premium would cause the policy to
cease to qualify as insurance for federal income tax purposes, Lincoln Life
may reject all or such excess portion of the additional premium. Any
additional payment received by Lincoln Life shall be applied to repay any
outstanding loans and to that extent shall not be treated as premium, unless
Lincoln Life is specifically instructed otherwise In Writing by the Owner.

ALLOCATION OF NET PREMIUM PAYMENTS. Net Premium Payments may be allocated to
the Fixed and/or Variable Sub-Accounts under the policy subject to POLICY
SPECIFICATIONS, LIMITS ON ALLOCATION OF NET PREMIUM PAYMENTS. All Net Premium
Payments received before the end of the Right-to-Examine Period shall be
allocated upon the expiration of the Right-to-Examine Period in accordance
with the allocation percentages specified in the application. Subsequent Net
Premium Payments shall be allocated on the same basis as the most recent Net
Premium Payment unless Lincoln Life is otherwise instructed In Writing.



LN680                                                                         11

<PAGE>

                PREMIUM AND REINSTATEMENT PROVISIONS (CONTINUED)

NO LAPSE PROVISION. If elected on the application, this policy includes a No
Lapse Provision during the first 10 policy years.  The No Lapse Premium due on
or before each Monthly Anniversary Day is specified in the POLICY
SPECIFICATIONS.  As long as the sum of all premium payments less any
indebtedness and partial surrenders is at least equal to the sum of the No
Lapse Premiums due since the Date of Issue, the policy will not lapse during
those years even if the Net Accumulation Value is insufficient to meet the
Monthly Deductions.

A period of 61 days will be granted for payment of the No Lapse Premium if on
any Monthly Anniversary Day it is determined that the No Lapse Premium
requirement has not been met.  At least 31 days before the end of that period,
Lincoln Life will notify the Owner of the amount of premium necessary to
maintain the No Lapse Provision.

The No Lapse Provision will terminate at the beginning of the 11th Policy Year,
or sooner if (a) the No Lapse Premium requirements are not met, (b) there is
an increase in the Specified Amount, or (c) there is a change in the Death
Benefit Option.  Once the No Lapse Provision is terminated, it cannot be
reinstated.  The No Lapse Provision applies for the first 10 policy years only.
Continuing to pay the No Lapse Premium amount beyond the expiration of the no
Lapse Provision does not guarantee that the policy will not lapse.

GRACE PERIOD. Except as provided under the NO LAPSE PROVISION. If on any
Monthly Anniversary Day the Net Accumulation Value is insufficient to cover
the current Monthly Deduction, or if the amount of indebtedness exceeds the
Accumulation Value less the surrender charge(s), Lincoln Life shall send a
notice In Writing to the Owner and any assignee of record.  Such notice shall
state the amount which must be paid to avoid termination. The Net Premium
Payment due will be at least equal to (a) the amount by which the Monthly
Deduction Amount exceeds the Net Accumulation Value, or (b) the amount by
which the indebtedness exceeds the Accumulation Value less the surrender
charge(s), and (c) enough additional premium to maintain the policy in force
for at least two months.

If the amounts set forth in the notice are not paid to Lincoln Life on or
before the day that is the later of (a) 31 days after the date of mailing of
the notice, and (b) 61 days after the Monthly Anniversary Day with respect to
which such notice applies (together, the "Grace Period"), then the policy
shall terminate.  All coverage under the policy will then lapse without value.

REINSTATEMENT. After the policy has lapsed due to the failure to make a
necessary payment before the end of an applicable Grace Period, the policy
may be reinstated provided (a) the policy has not been surrendered, (b) there
is an application for reinstatement In Writing, (c) satisfactory evidence of
insurability is furnished to Lincoln Life, (d) enough premium is paid to keep
the policy in force for at least 2 months, and (e) any accrued loan interest
is paid.  The reinstated policy shall be effective as of the Monthly
Anniversary Day after the date on which Lincoln Life approves the application
for reinstatement.  The surrender charges set forth in SCHEDULE 1 will be
reinstated as of the Policy Year in which the policy lapsed.


                OWNERSHIP, ASSIGNMENT AND BENEFICIARY PROVISIONS

OWNER. The Owner on the Date of Issue will be the person designated in the
POLICY SPECIFICATIONS.  If no person is designated as Owner, the insured will
be the Owner.

RIGHTS OF OWNER. While the insured is alive except as provided below and
subject to any applicable state law, the Owner may exercise all rights and
privileges under the policy including the right to: (a) release or surrender
the policy to Lincoln Life, (b) agree with Lincoln Life to any change in or
amendment to the policy, (c) transfer all rights and privileges to another
person, (d) change the Beneficiary, and (e) assign the policy.



LN680                                                                         12

<PAGE>

          OWNERSHIP, ASSIGNMENT AND BENEFICIARY PROVISIONS (CONTINUED)

The Owner may exercise any rights and privileges under the policy without the
consent, subject to any applicable state law, of any designated Beneficiary if
the Owner has reserved the right to change the Benecificiary. If there is an
assignment of the policy recorded with Lincoln Life, the Owner may exercise the
rights and privileges under the policy only with the consent of the recorded
assignee.

Unless provided otherwise, if the Owner is a person other then the Insured and
dies before the Insured, all of the rights and privileges of the owner under the
policy shag vast in the Owner's executors, administrators or assigns.

TRANSFER OF OWNERSHIP. The Owner may transfer all rights and privileges of
the Owner.  On the date of transfer, the transferee shall become the Owner
and shall have all the rights and privileges of the Owner.  The Owner may
revoke any transfer before the date of transfer.

A transfer, or a revocation of transfer, shall be In Writing and shall take
effect the later of the date of transfer specified by the Owner or the date it
is recorded by Lincoln Life, and any payment made or any action taken or allowed
by Lincoln Life before such time in reliance on the recorded ownership of the
policy shall be without prejudice to Lincoln Life.

Unless otherwise directed by the Owner, with the consent of any assignee
recorded with Lincoln Life, a transfer shall not effect the interest of any
Beneficiary designated before the date of transfer.

ASSIGNMENT. Assignment of the policy shall be In Writing and shall be
effective when Lincoln Life receives it.  Lincoln Life shall not be
responsible for the validity or sufficiency of any assignment.  An assignment
of the policy shall remain effective only so long as the assignment remains
in force.  If an assignment so provides, it shall transfer the interest of
any designated transferee or of any Beneficiary if the Owner has reserved the
right to change the Beneficiary.

BENEFICIARY. The Beneficiary on the Date of Issue shall be the person
designated in the POLICY SPECIFICATIONS.  Unless provided otherwise, the
interest of any Beneficiary who dies before the Insured shall vest in the
Owner or the Owner's executors, administrators or assigns.

CHANGE OF BENEFICIARY. The Beneficiary may be changed from time to time.  Unless
provided otherwise, the right to change the Beneficiary is reserved to the
Owner.  A request for change of Beneficiary shall be In Writing, signed by the
Owner and, if the right to change the Beneficiary has not been reserved to the
Owner, signed by the existing Beneficiary.  A change of Beneficiary shall be
effective, retroactive to the date of request, only when the change recorded by
Lincoln Life, and any payment made or any action taken or allowed by Lincoln
Life before such time in reliance on its records as to the identity of the
Beneficiary shall be without prejudice to Lincoln Life.

                           VARIABLE ACCOUNT PROVISIONS

VARIABLE ACCOUNT AND VARIABLE SUB-ACCOUNTS. Assets invested on a variable
basis are hold in the separate account ("Variable Account") which is
designated in the Definitions provision of the policy.  The separate account
was established by a resolution of Lincoln Life's Board of Directors as a
"separate account" under the insurance law of the State of Indiana, Lincoln
Life's state of domicile and is registered as a unit investment trust under
the 1940 Act.  The assets of the Variable Account (except assets in excess of
the reserves and other contract liabilities of the Variable Account) shall
not be chargeable with liabilities arising out of any other business
conducted by Lincoln Life and the income, gains or losses from the Variable
Account assets shall be credited or charged against the Variable Account
without regard to the income, gains or losses of Lincoln Life.  The Variable
Account assets are owned and controlled exclusively by Lincoln Life, and
Lincoln Life is not a trustee with respect to such assets.



LN680                                                                         13

<PAGE>

                     VARIABLE ACCOUNT PROVISIONS (CONTINUED)

The Variable Account is divided into Variable Sub-Accounts. The assets of
each Variable Sub-Account shall be invested fully and exclusively in shares
of the appropriate Fund for such Variable Sub-Account.  The investment
performance of each Variable Sub-Account shall reflect the investment
performance of the appropriate Fund.  For each Variable Sub-Account, Lincoln
Life shall maintain Variable Accumulation Units as a measure of the
investment performance of the Fund shares held in such Variable Sub-Account.

Subject to any vote by persons entitled to vote thereon under the 1940 Act,
Lincoln Life may elect to operate the Variable Account as a management
company instead of a unit investment trust under the 1940 Act or, if
registration under the 1940 Act is no longer required, to deregister the
Variable Account.  In the event of such a change, Lincoln Life shall endorse
the policy to reflect the change and may take any other necessary or
appropriate action required to effect the change.  Any changes in the
investment policies of the Variable Account shall first be approved by the
Indiana Insurance Commissioner and approved or filed, as required, in any
other state or other jurisdiction where the policy was issued.

INVESTMENTS OF THE VARIABLE SUB-ACCOUNTS. All amounts allocated or
transferred to a Variable Sub-Account will be used to purchase shares of the
appropriate Fund. Each Fund shall at all times be registered under the 1940
Act as an open-end management investment company.  The Funds available for
investment and for which Variable Sub-Accounts have been established as of
the Date of Issue are listed in the application for the policy.  Lincoln
Life, after due consideration of appropriate factors, may add additional
Funds at any time or may eliminate or substitute Funds in accordance with
FUND WITHDRAWAL AND SUBSTITUTED SECURITIES.  Any and all distributions made
by a Fund will be reinvested in additional shares of that Fund at net asset
value.  Deductions by Lincoln Life from a Variable Sub-Account will be made
by redeeming a number of Fund shares at net asset value equal in total value
to the amount to be deducted.

INVESTMENT RISK. Fund share values fluctuate, reflecting the risks of
changing economic conditions and the ability of a Fund's investment adviser
or sub-adviser to manage that Fund and anticipate changes in economic
conditions.  As to the Variable Account assets, the Owner bears the entire
investment risk of gain or loss.

FUND WITHDRAWAL AND SUBSTITUTED SECURITIES. If a particular Fund ceases to be
available for investment by the Variable Account, or Lincoln Life determines
that further investment in the particular Fund is not appropriate in view of
the purposes of the Variable Account (including without limitation that it is
not appropriate in light of legal, regulatory or federal income tax
considerations), Lincoln Life may withdraw the particular Fund as a possible
investment in the Variable Account and may substitute shares of a new or
different Fund for shares of the withdrawn Fund.  Lincoln Life shall obtain
any necessary regulatory or other approvals.  Lincoln Life may make
appropriate endorsements to the policy to the extent reasonably required
to reflect any withdrawal or substitution.

                            POLICY VALUES PROVISIONS

ACCUMULATION VALUE. The Accumulation Value equals the sum of (i) the Fixed
Account value, (ii) the Variable Account value, and (iii) the Loan Account
value.  At any point in time, therefore, the Accumulation Value reflects (a)
Net Premium Payments made, (b) the amount of any partial surrenders, (c) any
increases or decreases as a result of market performance in the Variable
Sub-Accounts, (d) interest credited under the Fixed Account, (e) interest
credited under the Loan Account, and (f) all expenses and fees as specified
under SCHEDULE 2.



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<PAGE>

                      POLICY VALUES PROVISIONS (CONTINUED)

FIXED ACCOUNT VALUE. The Fixed Account value, if any, with respect to the
policy, at any point in time, is equal to the sum of the Net Premium Payments
allocated or other amounts (net of any charges) transferred to the Fixed
Account plus interest credited to such account less the portion of the
Monthly Deductions applied to the Fixed Account and less any partial
surrenders or amounts transferred from the Fixed Account.

INTEREST CREDITED UNDER FIXED ACCOUNT. Lincoln Life will credit interest to
the Fixed Account daily.  The interest rate applied to the fixed account will
be the greater of; (a) a compounded daily rate of 0.010746% (equivalent to a
compounded annual rate of 4%), or (b) a rate determined by Lincoln Life from
time to time.  Such rate will be established on a prospective basis.

LOAN ACCOUNT VALUE. The Loan Account value, if any, with respect to the policy,
is the amount of any outstanding loan(s), including any interest charged on the
loan(s).  (SEE LOAN PROVISIONS, LOAN ACCOUNT.)

INTEREST RATE CREDITED ON LOAN ACCOUNT VALUE. The annual rate at which
interest is credited on the Loan Account Value will be 7%.

VARIABLE ACCOUNT VALUE. The Variable Account value, if any, with respect to
the policy, for any Valuation Period is equal to the sum of the then stated
values of all Variable Sub-Accounts under the policy.  The stated value of
each Variable Sub-Account is determined by multiplying the number of Variable
Accumulation Units, if any, credited or debited to such Variable Sub-Account
with respect to the policy by the Variable Accumulation Unit Value of the
particular Variable Sub-Account for such Valuation Period.

VARIABLE ACCUMULATION UNIT VALUE. Net Premium Payments, or portions thereof,
allocated, or amounts transferred, to each Variable Sub-Account are converted
into Variable Accumulation Units.  The Variable Accumulation Unit value for a
Variable Sub-Account for any Valuation Period after the inception of the
Variable Sub-Account is determined as follows:

1.   The total value of Fund shares held in the Variable Sub-Account is
     calculated by multiplying the number of Fund shares owned by the Variable
     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 made during the Valuation
     Period; minus

2.   The liabilities of the Variable Sub-Account at the end of the Valuation
     Period; such liabilities include daily charges imposed on the Variable
     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 (1) minus (2) is divided by the number of Variable
     Accumulation Units for that Variable Sub-Account outstanding at the
     beginning of the Valuation Period.

The daily charges imposed on a Variable Sub-Account for any Valuation Period are
equal to the M&E charge multiplied by the number of calendar days in the
Valuation Period.

The Variable Accumulation Unit Value may increase or decrease from Valuation
Period to Valuation Period.



LN680                                                                         15
<PAGE>

                      POLICY VALUES PROVISIONS (CONTINUED)

COST OF INSURANCE. The Cost of insurance is determined monthly. Such cost is
calculated as (1), multiplied by the result of (2) minus (3), where:

(1)  is the Cost of Insurance Rate as described in COST OF INSURANCE RATES,

(2)  is the Death Benefit at the beginning of the policy month, divided by
     1.0032737, and

(3)  is the Accumulation Value at the beginning of the policy month prior to the
     deduction for the monthly Cost of Insurance.

COST OF INSURANCE RATES. The Cost of Insurance Rates are determined from time
to time by Lincoln Life based on its expectations of future mortality and
vary as set forth in SCHEDULE 3. The actuarial formula used to make such
determination has been filed with the insurance supervisory official of the
jurisdiction in which the policy is delivered. Any change in Cost of
Insurance Rates will apply to all individuals of the same class as the
Insured. The Cost of Insurance Rates shall not exceed the amounts described
in SCHEDULE 3.

MONTHLY DEDUCTION. Each month, on the Monthly Anniversary Day, Lincoln Life
will deduct the Monthly Deduction by withdrawing the amount from the Fixed
and Variable Sub-Accounts in proportion to which the balances invested in
such Fixed and Variable Sub-Accounts bear to the Net Accumulation Value as of
the date on which the deduction is made, unless otherwise agreed In Writing
by Lincoln Life and the Owner. The Monthly Deduction for a policy month will
be calculated as Charge (1) plus Charge (2) where:

CHARGE (1) is the Cost of Insurance (as described in COST OF INSURANCE) and the
           cost of any supplemental riders or optional benefits, and

CHARGE (2) is the Monthly Administrative Fee as described under SCHEDULE 2,

BASIS OF COMPUTATIONS. The Cost of Insurance Rates are guaranteed to be no
greater than that calculated based on the applicable 1960 Commissioners Standard
Ordinary Mortality Table (Age nearest birthday).

All policy values are at least equal to that required by the jurisdiction in
which the policy is delivered. A detailed statement of the method of computing
values has been filed with the insurance supervisory official of that
jurisdiction.


                          TRANSFER PRIVILEGE PROVISION

TRANSFER PRIVILEGE. At any time while the policy is in force, other than
during the Right-to-Examine Period, the Owner has the right to transfer
amounts among the Fixed and Variable Sub-Accounts then available under the
policy. All such transfers are subject to the following provisions. Transfers
may be made In Writing, or by telephone if telephone transfers have been
previously authorized In Writing. Transfer requests must be received at the
Administrator Mailing Address prior to the time of day set forth in the
prospectus and provided the NYSE is open for business, in order to be
processed as of the close of business on the date the request is received;
otherwise, the transfer will be processed on the next business day the NYSE
is open for business. Lincoln Life shall not be responsible for (a) any
liability for acting in good faith upon any transfer instructions given by
telephone, or (b) the authenticity of such instructions. A single transfer
request, either In Writing or by telephone, may consist of multiple
transactions.



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<PAGE>

                    TRANSFER PRIVILEGE PROVISION (CONTINUED)

Transfers from the Fixed Account are subject to the POLICY SPECIFICATIONS,
LIMITS ON TRANSFERS. Transfers to the Fixed Account will earn interest as
specified under POLICY VALUES PROVISIONS, INTEREST CREDITED UNDER FIXED
ACCOUNT. Transfers involving Variable 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
Sub-Account. The purchase or cancellation of such units shall be made using
Variable Accumulation Unit values of the applicable Variable Sub-Account for
the Valuation Period during which the transfer is effective.

Unless otherwise changed by Lincoln Life to be less restrictive, transfers
shall be subject to the following conditions: (a) Up to 12 transfer requests
may be made during any Policy Year without charge, however, for each transfer
request in excess of 12, a transfer fee as set forth in SCHEDULE 2 may be
deducted on a pro-rata basis from the Fixed and/or Variable Sub-Accounts from
which the transfer is being made; (b) The amount being transferred may not be
less than $50 unless the entire value of the Fixed or Variable Sub-Account is
being transferred; (c) The amount being transferred may not exceed Lincoln
Life's maximum amount limit then in affect; (d) Transfers among the Variable
Sub-Accounts or from a Variable Sub-Account to the Fixed Account can be made
at any time; (e) Transfers involving Variable Sub-Account(s) shall be subject
to such additional terms and conditions as may be Imposed by the Funds; and
(f) Any value remaining in the Fixed or a Variable Sub-Account following a
transfer may not be less then $100.



                  NONFORFEITURE AND SURRENDER VALUE PROVISIONS

SURRENDER. Surrender of the policy is effective on the business day of receipt
by Lincoln Life of the policy and a request for surrender in Writing, provided
that at the time of such receipt the policy is in force.

SURRENDER VALUE. The amount payable on surrender of the policy (the "Surrender
Value") shall be the Net Accumulation Value less any accrued loan interest not
yet charged, and less any Surrender Charges as determined under the provision of
SCHEDULE 1.

The Surrender Value shall be paid by Lincoln Life in a lump sum or as provided
under the OPTIONAL METHODS OF SETTLEMENT rider. Any deferment of payments by
Lincoln Life will be subject to GENERAL PROVISIONS, DEFERMENT OF PAYMENTS.

CONTINUATION OF COVERAGE. Unless otherwise agreed to by the Owner and Lincoln
Life, if the Insured is still living at Age 100 and the policy has not lapsed
or been surrendered, the Variable Account value, if any, will be transferred
to the Fixed Account on the next Monthly Anniversary Day after the Insured
becomes Age 100. Lincoln Life will continue to credit interest to the
Accumulation Value as defined in POLICY VALUES PROVISIONS, INTEREST CREDITED
UNDER FIXED ACCOUNT, and no further Monthly Deductions will be made. The
policy will remain in force until it is surrendered or the Death Benefit
Proceeds become payable.

PARTIAL SURRENDER. A partial surrender may be made from the policy on any
Valuation Day in accordance with the following as long as the policy is in
force. A partial surrender must be requested in Writing or, if previously
authorized, by telephone. A partial surrender may only be made if the amount
of the partial surrender, excluding the transaction fee as specified in
SCHEDULE 1, (a) is not less than $500; (b) is not more than 90% of the
Surrender Value of the policy as of the end of the Valuation Period ending on
the Valuation Day on which the request is accepted by Lincoln Life; and (c)
would not cause the Specified Amount to decline below the Minimum Specified
Amount set forth in the POLICY SPECIFICATIONS. The amount of the partial
surrender and the transaction fee shall be withdrawn from the Fixed and/or
Variable Sub-Accounts in proportion to the balances invested in such
Sub-Accounts.



LN680                                                                         17

<PAGE>

            NONFORFEITURE AND SURRENDER VALUE PROVISIONS (CONTINUED)

Any surrender results in a withdrawal of funds from all of the Fixed and/or
Variable Sub-Accounts which have balances allocated to them.  Any surrender
from a Variable Sub-Account will result in the cancellation of Variable
Accumulation Units which have an aggregate value on the date of the surrender
equal to the total amount by which the Variable Sub-Account is reduced.  The
cancellation of such units will be based on the Variable Accumulation Unit
value of the Variable Sub-Account determined at the close of the Valuation
Period during which the surrender is effective.

EFFECT OF PARTIAL SURRENDERS ON ACCUMULATION VALUE AND SPECIFIED AMOUNT.  As
of the end of the Valuation Day on which there is a partial surrender, (a)
the Accumulation Value shall be reduced by the sum of (i) the amount of the
partial surrender, plus (ii) the transaction fee specified in SCHEDULE 1; and
(b) if DEATH BENEFIT OPTION 1 is in effect, the Specified Amount shall be
reduced by the amount of the partial surrender.



                                LOAN PROVISIONS

POLICY LOANS. If the policy has Surrender Value, Lincoln Life will grant a
loan against the policy provided: (a) a proper loan agreement is executed and
(b) a satisfactory assignment of the policy to Lincoln Life is made. The loan
may be for any amount up to 100% of the then current Surrender Value;
however, Lincoln Life reserves the right to limit the amount of such loan so
that total indebtedness will not exceed 90% of an amount equal to the then
current Accumulation Value less the surrender charge(s) as set forth under
SCHEDULE 1. The amount borrowed will be paid within seven days of Lincoln
Life's receipt of such request, except as Lincoln Life may be permitted to
defer the payment of amounts as specified under GENERAL PROVISIONS, DEFERMENT
OF PAYMENTS.

The minimum loan amount is $500.  Lincoln Life reserves the right to modify
this amount in the future. Lincoln Life will withdraw such loan from the
Fixed and/or Variable Sub-Accounts in proportion to the then current account
values, unless the Owner instructs Lincoln Life otherwise in Writing.

LOAN ACCOUNT. The amount of any loan will be transferred out of the Fixed
and/or Variable Sub-Accounts as described above. Such amount will become part
of the Loan Account Value.  The outstanding loan balance at any time includes
accrued interest on the loan.

LOAN REPAYMENT. The outstanding loan balance (i.e. indebtedness) may be
repaid at any time during the lifetime of the insured, however, the minimum
loan repayment is $100 or the amount of the outstanding indebtedness, if
less. The Loan Account will be reduced by the amount of any loan repayment.
Any repayment of indebtedness, other than loan interest, will be allocated to
the Fixed and/or Variable Sub-Accounts in the same proportion in which Net
Premium Payments are currently allocated, unless the Owner and Lincoln Life
agree otherwise in Writing.

INTEREST RATE CHARGED ON LOAN ACCOUNT. Interest charged on the Loan Account
will be at a rate equivalent to 8% per year, payable in arrears.

Interest charged on the Loan Account is payable annually on each Policy
Anniversary or as otherwise agreed in Writing by the Owner and Lincoln Life.
Such loan interest amount, if not paid when due, will be transferred out of
the Fixed and/or Variable Sub-Accounts in proportion to the then current Net
Accumulation Value and into the Loan Account, unless both the Owner and
Lincoln Life agree otherwise.

INDEBTEDNESS. The term "indebtedness" means money which is owed on this
policy due to an outstanding loan and interest accrued thereon but not yet
charged.  A loan, whether or not repaid, will have a permanent effect on the
Net Accumulation Value and may have a permanent effect on the Death Benefit
Proceeds.  Any indebtedness at time of settlement will reduce the proceeds
payable under the policy.  A policy loan reduces the then current Net
Accumulation Value under the policy while repayment of a loan will cause
an increase in the than current Net Accumulation Value.



LN680                                                                         18

<PAGE>

                          LOAN PROVISIONS (CONTINUED)

If at any time the total indebtedness against the policy, including interest
accrued but not due, equals or exceeds the then current Accumulation Value
less any applicable surrender charge(s), a notice will be sent at least 31
days before the end of the grace period to the Owner and to assignees, if
any, that this policy will terminate unless the indebtedness is repaid. The
policy will thereupon terminate without value at the end of the grace period
subject to the conditions in PREMIUM AND REINSTATEMENT PROVISIONS, GRACE
PERIOD.

                         INSURANCE COVERAGE PROVISIONS

DATE OF COVERAGE. The date of coverage will be the Date of Issue provided the
initial premium has been paid and the policy accepted by the Owner (a) while
the Insured is alive, and (b) prior to any change in health and insurability
as represented In the application.

For any insurance that has been reinstated, the date of coverage will be the
Monthly Anniversary Day that coincides with or next follows the day the
application for reinstatement is approved by Lincoln Life, provided the
Insured is alive on such day. (SEE PREMIUM AND REINVESTMENT PROVISIONS,
REINSTATEMENT.)

TERMINATION OF COVERAGE. All coverage under the policy terminates on the
first to occur of the following:

1.   Surrender of the policy;

2.   Death of the Insured; or

3.   Failure to pay the amount of premium necessary to avoid termination before
     the end of any applicable Grace Period.

No action by Lincoln Life after such a termination of the policy, including
any Monthly Deduction made after termination of coverage, shall constitute a
reinstatement of the policy or waiver of the termination. Any such deduction
will be refunded.

DEATH BENEFIT PROCEEDS. If the Insured dies while the policy is in force,
Lincoln Life shall pay Death Benefit Proceeds equal to the sum of the greater
of (i) the amount determined under the Death Benefit Option in effect at the
time of the Insured's death, or (ii) an amount determined by Lincoln Life
equal to that required by the Internal Revenue Code to maintain the contract
as a life insurance policy. (SEE SCHEDULE 4.)

DEATH BENEFIT OPTIONS. Following are the Death Benefit Options available
under the policy:

    DEATH BENEFIT OPTION 1:

    THE SPECIFIED AMOUNT. The Specified Amount on the date of death, less any
    indebtedness and partial surrenders.

    DEATH BENEFIT OPTION 2:

    SUM OF THE SPECIFIED AMOUNT AND THE ACCUMULATION VALUE. The sum of the
    Specified Amount plus the Net Accumulation Value on the date of death,
    less loan interest accrued, but not yet charged.



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<PAGE>

                   INSURANCE COVERAGE PROVISIONS (CONTINUED)

Unless DEATH BENEFIT OPTION 2 is elected, the Owner will be deemed to have
elected DEATH BENEFIT OPTION 1.

CHANGES IN SPECIFIED AMOUNT AND DEATH BENEFIT OPTION. Unless provided otherwise,
a change in Specified Amount or Death Benefit Option may be effected any time
while this policy is in force, provided the request for change is In Writing and
filed at the Administrator Mailing Address. All such changes are subject to the
consent of Lincoln Life and the following conditions.

CHANGES IN SPECIFIED AMOUNT:
1.   If a decrease in the Specified Amount is requested, the decrease will
     become effective on the Monthly Anniversary Day that coincides with or next
     follows the receipt of the request provided any requirements, as determined
     by Lincoln Life, are met.

     In such event, Lincoln Life will reduce the existing Specified Amount
     against the most recent increase first, then against the next most recent
     increases successively, and finally, against insurance provided under the
     original application; however, Lincoln Life reserves the right to limit the
     amount of any decrease so that the Specified Amount will not be less than
     the Minimum Specified Amount shown in the POLICY SPECIFICATIONS.

2.   If an increase in the Specified Amount is requested:

     (a) a supplemental application must be submitted and evidence of
         insurability of the insured satisfactory to Lincoln Life must be
         furnished; and

     (b) any other requirements as determined by Lincoln Life must be met.

     If Lincoln Life approves the request, the increase will become effective
     upon (i) the Monthly Anniversary Day that coincides with or next follows
     the date the request is approved by Lincoln Life and (ii) the deduction
     from the Accumulation Value (in proportion to the then current account
     values of the Fixed and/or Variable Sub-Accounts) of the first month's
     Cost of Insurance for the increase, provided the Insured is alive on
     such day.

CHANGES IN DEATH BENEFIT OPTION:
1.   On a change from DEATH BENEFIT OPTION 1 to DEATH BENEFIT OPTION 2:

     The Specified Amount will be reduced by the Accumulation Value as of the
     Monthly Anniversary Day that coincides with or next follows the data of
     receipt of the request for change.

2.   On a change from DEATH BENEFIT OPTION 2 to DEATH BENEFIT OPTION 1:

     The Specified Amount will be increased by the Accumulation Value and
     the date of the change will be the Monthly Anniversary Day that coincides
     with or next follows the date of receipt of the request for change.

Lincoln Life will not allow a decrease in the amount of insurance below the
minimum amount required to maintain this contract as a life insurance policy
under the Internal Revenue Code.



LN680                                                                         20

<PAGE>

                               GENERAL PROVISIONS

THE POLICY. The policy and the application for the policy constitute the entire
contract between the parties. All statements made in the application shall, in
the absence of fraud, be deemed representations and not warranties. No statement
may be used in defense of a claim under the policy unless it is contained in the
application and a copy of the application is attached to the policy when issued.

Only the President, a Vice President, an Assistant Vice President, a Secretary,
a Director or an Assistant Director of Lincoln Life may execute or modify the
policy.

The policy is executed at the Administrator Mailing Address located on the front
cover of the policy.

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

NOTICE OF CLAIM. Due Proof of Death must be furnished to Lincoln Life as soon as
reasonably practicable after the death of the Insured. Such notice shall be
given to Lincoln Life In Writing by or on behalf of the Owner.

PAYMENT OF PROCEEDS. Proceeds, as used in this policy, means the amount payable
(a) upon the surrender of this policy, or (b) upon the Insured's death.

The amount payable upon receipt of due proof of death will be the Death Benefit
Proceeds as of the date of death. (SEE INSURANCE COVERAGE PROVISIONS, DEATH
BENEFIT PROCEEDS.) Death Benefit Proceeds are payable from the Administrator
Mailing Address upon the Insured's death subject to the receipt of Due Proof of
Death and will include interest as required by any applicable state law. If the
death occurs during the GRACE PERIOD, Lincoln Life will pay the Death Benefit
Proceeds for the Death Benefit Option in effect immediately prior to the GRACE
PERIOD, reduced by any overdue monthly deductions.

If the policy is surrendered, the proceeds will be the Surrender Value described
in NONFORFEITURE AND SURRENDER VALUE PROVISIONS.

The proceeds are subject to the further adjustments described in the following
provisions:

1.   Misstatement of Age or Sex;

2.   Incontestability; and

3.   Suicide.

When settlement is made, Lincoln Life may require return of the policy.

DEFERMENT OF PAYMENTS. Any amounts payable as a result of loans, surrender, or
partial surrenders will be paid within 7 days of Lincoln Life's receipt of such
request. However, payment of amounts from the Variable Sub-Accounts may be
postponed when the NYSE is closed or when the SEC declares an emergency.
Additionally, Lincoln Life reserves the right to defer the payment of such
amounts from the Fixed Account for a period not to exceed 6 months from the date
written request is received by Lincoln Life; during any such deferred period,
the amount payable will bear interest as required by law.

MISSTATEMENT OF AGE OR SEX. If the age or sex of the Insured is misstated,
Lincoln Life will adjust all benefits to the amounts that would have been
purchased for the correct age and sex according to the basis specified in
SCHEDULE 3.


LN680                                                                         21
<PAGE>

                         GENERAL PROVISIONS (CONTINUED)

SUICIDE. If the Insured commits suicide, within 2 years from the Date of Issue,
the Death Benefit Proceeds will be limited to a refund of premiums paid, less
(a) any Indebtedness against the policy and (b) the amount of any partial
surrenders. If the Insured commits suicide, within 2 years from the date of any
increase in the Specified Amount, the Death Benefit Proceeds with respect to
such increase will be limited to a refund of the monthly charges for the cost of
such additional insurance and the amount of insurance will be limited to the
amount of Death Benefit Proceeds applicable before such increase was made
provided that the increase became effective at least 2 years from the Date of
Issue of the policy.

INCONTESTABILITY. Except for nonpayment of Monthly Deductions, this policy will
be incontestable after it has been in force during the lifetime of the Insured
for 2 years from its Date of Issue. This means that Lincoln Life will not use
any misstatement in the application to challenge a claim or avoid liability
after that time. Any increase in the Specified Amount effective after the Date
of Issue will be incontestable only after such increase has been in force for 2
years during the lifetime of the Insured.

The basis for contesting an increase in Specified Amount will be limited to
material misrepresentations made in the supplemental application for the
increase. The basis for contesting after reinstatement will be (a) limited for a
period of 2 years from the date of reinstatement and (b) limited to material
misrepresentations made in the reinstatement application.

ANNUAL REPORT. Lincoln Life will send a report to the Owner at least once a year
without charge. The report will show the Accumulation Value as of the reporting
date and the amounts deducted from or added to the Accumulation Value since the
last report. The report will also show (a) the current Death Benefit Proceeds,
(b) the current policy values, (c) premiums paid and all deductions made since
the last report, and (d) outstanding policy loans.

PROJECTION OF BENEFITS AND VALUES. Lincoln Life will provide a projection of
illustrative future Death Benefit Proceeds and values to the Owner at any time
upon written request and payment of a service fee, if any.

CHANGE OF PLAN. This policy may be exchanged for another policy only if Lincoln
Life consents to the exchange and all requirements for the exchange as
determined by Lincoln Life are met.

POLICY CHANGES - APPLICABLE LAW. This policy must qualify initially and
continue to qualify as life insurance under the Internal Revenue Code in
order for the Owner to receive the tax treatment accorded to life insurance
under Federal law. Therefore, to maintain this qualification to the maximum
extent permitted by law, Lincoln Life reserves the right to return any premium
payments that would cause this policy to fail to qualify as life insurance
under applicable tax law as interpreted by Lincoln Life. Further, Lincoln
Life reserves the right to make changes in this policy or to make
distributions from the policy to the extent it deems necessary, in its sole
discretion, to continue to qualify this policy as life insurance. Any such
changes will apply uniformly to all policies that are affected. The Owner
will be given advance written notice of such changes.

LN680                                                                         22
<PAGE>

                         OPTIONAL METHODS OF SETTLEMENT

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

While the Insured is alive, the request, including the designation of the payee,
may be made by the Owner. At the time a Death Benefit becomes payable under the
policy, the request, including the designation of the payee, may then be made by
the Beneficiary. Once Income Payments have begun, the policy cannot be
surrendered and the payee cannot be changed, nor can the settlement option be
changed.

PAYMENT DATES. The first Income Payment under the settlement option selected
will become payable on the date proceeds are settled under the option.
Subsequent payments will be made on the first day of each month in accordance
with the manner of payment selected.

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

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

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

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

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

FOURTH OPTION: AS A DEPOSIT AT INTEREST. The Company will retain the proceeds
while the payee is alive and will pay interest annually thereon at a rate of not
less than 3% per year. Upon the payee's death, the amount on deposit will be
paid.

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

ADDITIONAL OPTIONS. Any proceeds payable under the policy may also be settled
under any other method of settlement offered by the Company at the time of the
request.

                                    THE LINCOLN NATIONAL LIFE INSURANCE COMPANY


                                                /s/ [ILLEGIBLE]

                                                         PRESIDENT


LR434 LL                                                                  Page 1
<PAGE>

                     OPTIONAL METHODS OF SETTLEMENT (CONTINUED)

LIFE ANNUITY AND LIFE ANNUITY WITH CERTAIN PERIOD TABLE FOR EACH $1,000
APPLIED - MALE

<TABLE>
<CAPTION>

 Settlement age of   Number of installments certain
  payee nearest
    birthday                  60         120          180         240
- ---------------------------------------------------------------------
<S>     <C>                <C>          <C>         <C>         <C>

Age     Life Annuity
 10         $2.67          $ 2.67       $2.67       $2.87       $2.87
 11          2.69            2.69        2.69        2.88        2.88
 12          2.90            2.90        2.90        2.90        2.90
 13          2.92            2.92        2.91        2.91        2.91
 14          2.93            2.93        2.93        2.93        2.92

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

 20          3.04            3.04        3.03        3.03        3.03
 21          3.06            3.05        3.05        3.05        3.05
 22          3.08            3.08        3.07        3.07        3.07
 23          3.10            3.10        3.09        3.09        3.09
 24          3.12            3.12        3.12        3.11        3.11

 25          3.14            3.14        3.14        3.14        3.13
 26          3.17            3.17        3.16        3.16        3.15
 27          3.19            3.19        3.19        3.19        3.18
 28          3.22            3.22        3.22        3.21        3.20
 29          3.25            3.25        3.24        3.24        3.23

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

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

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

 45          3.93            3.92        3.90        3.87        3.82
 46          3.99            3.96        3.96        3.92        3.87
 47          4.05            4.05        4.02        3.98        3.92
 48          4.12            4.11        4.09        4.04        3.97
 49          4.19            4.18        4.15        4.10        4.03

 50          4.27            4.26        4.22        4.17        4.08
 51          4.34            4.33        4.30        4.23        4.14
 52          4.43            4.41        4.37        4.30        4.20
 53          4.51            4.50        4.45        4.37        4.26
 54          4.60            4.59        4.54        4.45        4.32

 55          4.70            4.68        4.62        4.53        4.39
 56          4.80            4.76        4.72        4.61        4.45
 57          4.91            4.89        4.82        4.69        4.51
 58          5.03            5.00        4.92        4.78        4.58
 59          5.15            5.12        5.03        4.87        4.65

 60          5.28            5.25        5.14        4.96        4.71
 61          5.43            5.39        5.27        5.06        4.78
 62          5.58            5.53        5.39        5.16        4.84
 63          5.74            5.69        5.53        5.26        4.90
 64          5.91            5.85        5.66        5.36        4.98

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

 70          7.23            7.07        6.61        5.96        5.27
 71          7.51            7.32        6.79        6.05        5.31
 72          7.80            7.58        6.96        6.14        5.34
 73          8.12            7.85        7.14        6.23        5.37
 74          8.46            8.14        7.32        6.31        5.40

 75          8.82            8.45        7.50        6.38        5.42
 76          9.21            8.76        7.67        6.45        5.44
 77          9.63            9.10        7.84        6.51        5.45
 78         10.08            9.44        8.01        6.57        5.47
 79         10.56            9.80        8.17        6.62        5.48

 80         11.07           10.17        8.33        6.66        5.49
 81         11.62           10.56        8.48        6.70        5.49
 82         12.20           10.94        8.61        6.73        5.50
 83         12.82           11.33        8.74        6.76        5.50
 84         13.47           11.73        8.86        6.79        5.51

 85         14.17           12.12        8.97        6.81        5.51
</TABLE>


LR434                                                                   Page 2
<PAGE>

                     OPTIONAL METHODS OF SETTLEMENT (CONTINUED)

LIFE ANNUITY AND LIFE ANNUITY WITH CERTAIN PERIOD TABLE FOR EACH $1,000
APPLIED - FEMALE

<TABLE>
<CAPTION>

 Settlement age of   Number of installments certain
  payee nearest
    birthday                  60         120          180         240
- ---------------------------------------------------------------------
<S>     <C>                <C>          <C>         <C>         <C>

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

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

 20          2.93            2.93        2.93        2.93        2.93
 21          2.95            2.95        2.95        2.95        2.94
 22          2.96            2.96        2.96        2.96        2.96
 23          2.98            2.98        2.98        2.98        2.98
 24          3.00            3.00        3.00        3.00        2.99

 25          3.02            3.02        3.02        3.02        3.01
 26          3.04            3.04        3.04        3.03        3.03
 27          3.06            3.06        3.06        3.06        3.05
 28          3.08            3.08        3.08        3.08        3.07
 29          3.10            3.10        3.10        3.10        3.09

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

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

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

 45          3.64            3.63        3.63        3.61        3.59
 46          3.68            3.68        3.67        3.66        3.63
 47          3.73            3.73        3.72        3.71        3.68
 48          3.79            3.79        3.77        3.76        3.72
 49          3.84            3.84        3.83        3.81        3.77

 50          3.90            3.90        3.89        3.86        3.82
 51          3.97            3.96        3.95        3.92        3.88
 52          4.03            4.03        4.01        3.98        3.93
 53          4.10            4.10        4.08        4.04        3.99
 54          4.18            4.17        4.15        4.11        4.04

 55          4.25            4.25        4.22        4.18        4.11
 56          4.34            4.33        4.30        4.25        4.17
 57          4.42            4.41        4.38        4.32        4.23
 58          4.52            4.51        4.47        4.40        4.30
 59          4.61            4.60        4.56        4.46        4.37

 60          4.72            4.70        4.66        4.57        4.44
 61          4.83            4.81        4.76        4.66        4.51
 62          4.95            4.93        4.87        4.75        4.58
 63          5.06            5.05        4.98        4.85        4.65
 64          5.21            5.18        5.10        4.95        4.72

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

 70          6.25            6.18        5.97        5.60        5.12
 71          6.47            6.39        6.14        5.71        5.18
 72          6.71            6.62        6.32        5.83        5.23
 73          6.96            6.86        6.50        5.94        5.28
 74          7.26            7.12        6.69        6.04        5.32

 75          7.57            7.40        6.89        6.14        5.35
 76          7.90            7.69        7.09        6.24        5.39
 77          8.26            8.01        7.29        6.33        5.41
 78          8.65            8.34        7.49        6.41        5.43
 79          9.05            8.70        7.69        6.49        5.45

 80          9.54            9.07        7.89        6.55        5.47
 81         10.03            9.47        8.05        6.61        5.48
 82         10.58            9.88        8.26        6.66        5.49
 83         11.16           10.31        8.43        6.70        5.49
 84         11.80           10.75        8.59        6.74        5.50

 85         12.48           11.20        8.74        6.77        5.50
</TABLE>


ANNUITY CERTAIN TABLE FOR EACH $1,000 APPLIED

<TABLE>
<CAPTION>

 Number of years                        Amount of each instalment
  during which
instalments will be
     paid                               Annual            Monthly
- -----------------------------------------------------------------
<S>                                     <C>               <C>

       5                                $211.99           $17.91
       6                                 179.22            15.14
       7                                 155.83            13.16
       8                                 138.31            11.68
       9                                 124.69            10.53
      10                                 113.62             9.61
      11                                 104.83             8.86
      12                                  97.54             8.24
      13                                  91.29             7.71
      14                                  85.95             7.26
      15                                  81.33             6.67
      16                                  77.29             6.53
      17                                  73.74             6.23
      18                                  70.59             5.96
      19                                  67.78             5.73
      20                                  65.26             5.51
      25                                  55.76             4.71
      30                                  49.53             4.18

</TABLE>


LR434                                                                   Page 3
<PAGE>















                   THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY


  Non-participating Variable life insurance payable upon death of the Insured.
                           Adjustable Death Benefit.
             Surrender Value payable upon surrender of the policy.
         Flexible premiums payable to when the Insured reaches Age 100.
                Investment results reflected in policy benefits.
                  Premium Payments and Supplementary Coverages
                     as shown in the Policy Specifications.


LN680
<PAGE>

         SCHEDULE 3: TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES
                (MONTHLY RATES PER $1,000 OF NET AMOUNT AT RISK)



SPECIAL NOTE:  The monthly Cost of Insurance Rate charged under the policy
               varies based on the Age, duration and premium class of the person
               Insured, but will not exceed the rates shown in the table below.
               However, in determining the Guaranteed Maximum Cost of Insurance
               Rates, Lincoln Life will add to the rates below the amount of the
               Flat Extra Monthly Insurance Cost, if any, shown in the POLICY
               SPECIFICATIONS. If the person insured is in a rated premium
               class, the Guaranteed Maximum Cost of Insurance Rates, will be
               those in the table multiplied by the Risk Factor, if any, shown
               in the POLICY SPECIFICATIONS. The rates below are based on the
               1980 CSO Table B.

<TABLE>
<CAPTION>
               MONTHLY                   MONTHLY                   MONTHLY
    AGE         RATE        AGE           RATE        AGE           RATE
- ------------------------  ------------------------  ------------------------
<S>            <C>          <C>          <C>          <C>          <C>
     0         0.32677       35          0.16836       70          2.97466
     1         0.08667       36          0.17837       71          3.25640
     2         0.07917       37          0.19170       72          3.58279
     3         0.07834       38          0.20588       73          3.95978
     4         0.07584       39          0.22338       74          4.38330
- ------------------------  ------------------------  ------------------------
     5         0.07251       40          0.24173       75          4.84334
     6         0.06917       41          0.26340       76          5.33245
     7         0.06584       42          0.28508       77          5.84227
     8         0.06250       43          0.31010       78          6.36948
     9         0.06084       44          0.33428       79          6.92851
- ------------------------  ------------------------  ------------------------
    10         0.06000       45          0.36263       80          7.54229
    11         0.06250       46          0.39182       81          8.22883
    12         0.06917       47          0.42268       82          9.01216
    13         0.07834       48          0.46437       83          9.90124
    14         0.09001       49          0.49107       84         10.87533
- ------------------------  ------------------------  ------------------------
    15         0.10334       50          0.53028       85         11.92213
    16         0.11585       51          0.57533       86         13.01471
    17         0.12752       52          0.62539       87         14.15507
    18         0.13502       53          0.68297       88         15.33494
    19         0.14085       54          0.74722       89         16.56493
- ------------------------  ------------------------  ------------------------
    20         0.14502       55          0.81566       90         17.85746
    21         0.14585       56          0.88996       91         19.23899
    22         0.14419       57          0.96593       92         20.76665
    23         0.14252       58          1.04609       93         22.49837
    24         0.14085       59          1.13211       94         24.70915
- ------------------------  ------------------------  ------------------------
    25         0.13752       60          1.22817       95         27.82758
    26         0.13585       61          1.33511       96         32.78845
    27         0.13418       62          1.45796       97         41.45783
    28         0.13418       63          1.59922       98         57.95663
    29         0.13585       64          1.75725       99         83.33333
- ------------------------  ------------------------  ------------------------
    30         0.13752       65          1.92955
    31         0.14169       66          2.11195
    32         0.14585       67          2.30614
    33         0.15252       68          2.50878
    34         0.15919       69          2.72909
- ------------------------  ------------------------
</TABLE>


LN680                                NW-U                                   7

<PAGE>

                     SCHEDULE 4: CORRIDOR PERCENTAGES TABLE

As of the Date of Issue of this policy the formula in effect to determine the
amount under item (ii) of INSURANCE COVERAGE PROVISIONS; DEATH BENEFIT PROCEEDS
Is based on a percent of the Accumulation Value as determined from the
following table:

<TABLE>
<CAPTION>
                       CORRIDOR                                   CORRIDOR
     AGE              PERCENTAGE              AGE                PERCENTAGE
 ------------        ------------         ------------          ------------
<S>                  <C>                  <C>                   <C>
     0-40                 250%                 70                   115%
      41                  243                  71                   113
      42                  236                  72                   111
      43                  229                  73                   109
      44                  222                  74                   107
 ------------        ------------         ------------          ------------
      45                  215                  75                   105
      46                  209                  76                   105
      47                  203                  77                   105
      48                  197                  78                   105
      49                  191                  79                   105
 ------------        ------------         ------------          ------------
      50                  185                  80                   105
      51                  178                  81                   105
      52                  171                  82                   105
      53                  164                  83                   105
      54                  157                  84                   105
 ------------        ------------         ------------          ------------
      55                  150                  85                   105
      56                  146                  86                   105
      57                  142                  87                   105
      58                  138                  88                   105
      59                  134                  89                   105
 ------------        ------------         ------------          ------------
      60                  130                  90                   105
      61                  128                  91                   104
      62                  126                  92                   103
      63                  124                  93                   102
      64                  122                  94                   101
 ------------        ------------         ------------          ------------
      65                  120                  95                   100
      66                  119                  96                   100
      67                  118                  97                   100
      68                  117                  98                   100
      69                  116                  99                   100
 ------------        ------------         ------------          ------------
</TABLE>


LN680                                                                          8
<PAGE>

                               GENERAL PROVISIONS

THE POLICY. The policy and the application for the policy constitute the
entire contract between the parties.  All statements made in the application
shall, in the absence of fraud, be deemed representations and not warranties.
No statement may be used in defense of a claim under the policy unless it is
contained in the application and a copy of the application is attached to the
policy when issued.

Only the President, a Vice President, an Assistant Vice President, a Secretary,
a Director or an Assistant Director of Lincoln Life may execute or modify the
policy.

The policy is executed at the Administrator Mailing Address located on the front
cover of the policy.

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

NOTICE OF CLAIM. Due Proof of Death must be furnished to Lincoln Life as soon
as reasonably practicable after the death of the Insured.  Such notice shall
be given to Lincoln Life In Writing by or on behalf of the Owner.

PAYMENT OF PROCEEDS. Proceeds, as used in this policy, means the amount
payable (a) upon the surrender of this policy, or (b) upon the Insured's
death.

The amount payable upon receipt of due proof of death will be the Death
Benefit Proceeds as of the date of death.  (SEE INSURANCE COVERAGE
PROVISIONS, DEATH BENEFIT PROCEEDS.)  Death Benefit Proceeds are payable from
the Administrator Mailing Address upon the Insured's death subject to the
receipt of Due Proof of Death and will include interest as required by any
applicable state law.  If the death occurs during the GRACE PERIOD, Lincoln
Life will pay the Death Benefit Proceeds for the Death Benefit Option in
effect immediately prior to the GRACE PERIOD, reduced by any overdue monthly
deductions.

If the policy is surrendered, the proceeds will be the Surrender Value
described in NONFORFEITURE AND SURRENDER VALUE PROVISIONS.

The proceeds are subject to the further adjustments described in the following
provisions:

1. Misstatement of Age;

2. Incontestability; and

3. Suicide.

When settlement is made, Lincoln Life may require return of the policy.

DEFERMENT OF PAYMENTS. Any amounts payable as a result of loans, surrender,
or partial surrenders will be paid within 7 days of Lincoln Life's receipt of
such request.  However, payment of amounts from the Variable Sub-Accounts may
be postponed when the NYSE is closed or when the SEC declares an emergency.
Additionally, Lincoln Life reserves the right to defer the payment of such
amounts from the Fixed Account for a period not to exceed 6 months from the
date written request is received by Lincoln Life; during any such deferred
period, the amount payable will bear interest as required by law.

MISSTATEMENT OF AGE. If the age of the Insured is misstated, Lincoln Life
will adjust all benefits to the amounts that would have been purchased for
the correct age according to the basis specified in SCHEDULE 3.



LN680                                NW-U                                     21

<PAGE>

                         GENERAL PROVISIONS (CONTINUED)

SUICIDE. If the Insured commits suicide, within 2 years from the Date of
Issue, the Death Benefit Proceeds will be limited to a refund of premiums
paid, less (a) any indebtedness against the policy and (b) the amount of any
partial surrenders.  If the Insured commits suicide, within 2 years from the
date of any increase in the Specified Amount, the Death Benefit Proceeds with
respect to such increase will be limited to a refund of the monthly charges
for the cost of such additional insurance and the amount of insurance will be
limited to the amount of Death Benefit Proceeds applicable before such
increase was made provided that the increase became effective at least 2
years from the Date of Issue of the policy.

INCONTESTABILITY. Except for nonpayment of Monthly Deductions, this policy
will be incontestable after it has been in force during the lifetime of the
Insured for 2 years from its Date of Issue.  This means that Lincoln Life
will not use any misstatement in the application to challenge a claim or
avoid liability after that time.  Any increase in the Specified Amount
effective after the Date of Issue will be incontestable only after such
increase has been in force for 2 years during the lifetime of the Insured.

The basis for contesting an increase in Specified Amount will be limited to
material misrepresentations made in the supplemental application for the
increase.  The basis for contesting after reinstatement will be (a) limited
for a period of 2 years from the date of reinstatement and (b) limited to
material misrepresentations made in the reinstatement application.

ANNUAL REPORT. Lincoln Life will send a report to the Owner at least once a
year without charge.  The report will show the Accumulation Value as of the
reporting date and the amounts deducted from or added to the Accumulation
Value since the last report.  The report will also show (a) the current Death
Benefit Proceeds, (b) the current policy values, (c) premiums paid and all
deductions made since the last report, and (d) outstanding policy loans.

PROJECTION OF BENEFITS AND VALUES. Lincoln Life will provide a projection of
illustrative future Death Benefit Proceeds and values to the Owner at any
time upon written request and payment of a service fee, if any.

CHANGE OF PLAN. This policy may be exchanged for another policy only if
Lincoln Life consents to the exchange and all requirements for the exchange
as determined by Lincoln Life are met.

POLICY CHANGES - APPLICABLE LAW. This policy must qualify initially and
continue to qualify as life insurance under the Internal Revenue Code in
order for the Owner to receive the tax treatment accorded to life insurance
under Federal law.  Therefore, to maintain this qualification to the maximum
extent permitted by law, Lincoln Life reserves the right to return any
premium payments that would cause this policy to fail to qualify as life
insurance under applicable tax law as interpreted by Lincoln Life.  Further,
Lincoln Life reserves the right to make changes in this policy or to make
distributions from the policy to the extent it deems necessary, in its sole
discretion, to continue to qualify this policy as life insurance.  Any such
changes will apply uniformly to all policies that are affected.  The Owner
will be given advance written notice of such changes.



LN680                                                                         22

<PAGE>

                         OPTIONAL METHODS OF SETTLEMENT

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

While the Insured is alive, the request, including the designation of the
payee, may be made by the Owner.  At the time a Death Benefit becomes payable
under the policy, the request, including the designation of the payee, may
then be made by the Beneficiary.  Once Income Payments have begun, the policy
cannot be surrendered and the payee cannot be changed, nor can the settlement
option be changed.

PAYMENT DATES. The first Income Payment under the settlement option selected
will become payable on the date proceeds are settled under the option.
Subsequent payments will be made on the first day of each month in accordance
with the manner of payment selected.

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

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

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

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

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

FOURTH OPTION: AS A DEPOSIT AT INTEREST. The Company will retain the proceeds
while the payee is alive and will pay interest annually thereon at a rate of
not less than 3% per year.  Upon the payee's death, the amount on deposit
will be paid.

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

ADDITIONAL OPTIONS. Any proceeds payable under the policy may also be settled
under any other method of settlement offered by the Company at the time of
the request.

                                     THE LINCOLN NATIONAL LIFE INSURANCE COMPANY


                                                     /s/Illegible
                                                      PRESIDENT



LR435LL                                                                   Page 1

<PAGE>

                   OPTIONAL METHODS OF SETTLEMENT (CONTINUED)

<TABLE>
<CAPTION>
LIFE ANNUITY AND LIFE ANNUITY WITH CERTAIN PERIOD TABLE FOR EACH $1,000 APPLIED - UNISEX
- ------------------------------------------------------------------------------------------------------------------------------------

 SETTLEMENT AGE OF       NUMBER OF INSTALMENTS CERTAIN                  SETTLEMENT AGE OF       NUMBER OF INSTALMENTS CERTAIN
   PAYEE NEAREST                                                          PAYEE NEAREST
      BIRTHDAY        60        120        180       240                     BIRTHDAY        60        120        180       240
- ------------------------------------------------------------------------------------------------------------------------------------
AGE   LIFE ANNUITY                                                     AGE   LIFE ANNUITY
<S>   <C>            <C>       <C>        <C>       <C>                <C>   <C>            <C>       <C>        <C>       <C>
 10      $2.84       $2.84     $2.84      $2.84     $2.83               35      $3.35       $3.35     $3.35      $3.34     $3.33
 11       2.85        2.85      2.85       2.85      2.85               36       3.39        3.39      3.38       3.36      3.36
 12       2.86        2.86      2.86       2.86      2.86               37       3.42        3.42      3.42       3.41      3.40
 13       2.88        2.88      2.88       2.87      2.87               38       3.46        3.46      3.46       3.45      3.43
 14       2.89        2.89      2.89       2.89      2.89               39       3.50        3.50      3.49       3.48      3.47

 15       2.91        2.90      2.90       2.90      2.90               40       3.54        3.54      3.54       3.52      3.50
 16       2.92        2.92      2.92       2.92      2.91               41       3.59        3.59      3.58       3.56      3.54
 17       2.94        2.94      2.93       2.93      2.93               42       3.63        3.63      3.62       3.61      3.58
 18       2.95        2.95      2.95       2.95      2.95               43       3.68        3.68      3.67       3.65      3.62
 19       2.97        2.97      2.97       2.96      2.96               44       3.73        3.73      3.72       3.70      3.67

 20       2.99        2.99      2.98       2.98      2.98               45       3.78        3.78      3.77       3.74      3.71
 21       3.00        3.00      3.00       3.00      3.00               46       3.84        3.84      3.82       3.79      3.76
 22       3.02        3.02      3.02       3.02      3.01               47       3.90        3.89      3.88       3.85      3.80
 23       3.04        3.04      3.04       3.04      3.03               48       3.96        3.95      3.93       3.90      3.85
 24       3.06        3.06      3.06       3.06      3.05               49       4.02        4.02      3.99       3.96      3.91

 25       3.08        3.08      3.08       3.08      3.07               50       4.09        4.08      4.06       4.02      3.96
 26       3.11        3.11      3.10       3.10      3.10               51       4.16        4.15      4.13       4.08      4.01
 27       3.13        3.13      3.13       3.12      3.12               52       4.23        4.22      4.20       4.15      4.07
 28       3.15        3.15      3.15       3.15      3.14               53       4.31        4.30      4.27       4.21      4.13
 29       3.18        3.18      3.17       3.17      3.16               54       4.39        4.36      4.35       4.28      4.19

 30       3.20        3.20      3.20       3.20      3.19               55       4.46        4.47      4.43       4.36      4.25
 31       3.23        3.23      3.23       3.22      3.22               56       4.57        4.56      4.51       4.43      4.32
 32       3.26        3.26      3.26       3.25      3.24               57       4.67        4.65      4.60       4.51      4.38
 33       3.29        3.29      3.29       3.28      3.27               58       4.78        4.76      4.70       4.60      4.45
 34       3.32        3.32      3.32       3.31      3.30               59       4.89        4.87      4.80       4.66      4.51

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

<CAPTION>

- -----------------------------------------------------------
 SETTLEMENT AGE OF       NUMBER OF INSTALMENTS CERTAIN
   PAYEE NEAREST
      BIRTHDAY        60        120        180       240
- -----------------------------------------------------------
AGE   LIFE ANNUITY
<S>   <C>            <C>       <C>        <C>       <C>
 60      $5.00       $4.98     $4.91      $4.77     $4.58
 61       5.13        5.10      5.02       4.87      4.65
 62       5.27        5.23      5.13       4.96      4.72
 63       5.41        5.37      5.26       5.06      4.79
 64       5.56        5.52      5.39       5.16      4.85

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

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

 75       8.19        7.92      7.21       6.27      5.39
 76       8.55        8.23      7.38       6.36      5.42
 77       8.93        8.66      7.58       6.43      5.44
 78       9.35        8.90      7.77       6.50      5.45
 79       9.80        9.26      7.95       6.56      5.47

 80      10.29        9.63      8.12       6.61      5.46
 81      10.81       10.02      8.29       6.66      5.49
 82      11.37       10.42      8.45       6.70      5.49
 83      11.98       10.83      8.60       6.74      5.50
 84      12.62       11.25      8.74       6.76      5.50

 85      13.31       11.67      8.86       6.79      5.51

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

</TABLE>

ANNUITY CERTAIN TABLE FOR EACH $1,000 APPLIED

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------
    NUMBER OF YEARS       AMOUNT OF EACH INSTALMENT               NUMBER OF YEARS        AMOUNT OF EACH INSTALMENT
     DURING WHICH                                                  DURING WHICH
 INSTALMENTS WILL BE                                            INSTALMENTS WILL BE
         PAID              ANNUAL          MONTHLY                     PAID              ANNUAL          MONTHLY
- ------------------------------------------------------------------------------------------------------------------------
 <S>                      <C>              <C>                  <C>                     <C>              <C>
           5              $211.99          $17.91                       12              $97.54            $8.24
           6               179.22           15.14                       13               91.29             7.71
           7               155.83           13.16                       14               85.95             7.26
           8               138.31           11.68                       15               81.33             6.87
           9               124.69           10.53                       16               77.29             6.53
          10               113.82            9.61                       17               73.74             6.23
          11               104.93            8.86                       18               70.59             5.96
- ------------------------------------------------------------------------------------------------------------------------

<CAPTION>

- ------------------------------------------------------------
    NUMBER OF YEARS       AMOUNT OF EACH INSTALMENT
     DURING WHICH
  INSTALMENTS WILL BE
         PAID              ANNUAL          MONTHLY
- ------------------------------------------------------------
  <S>                     <C>              <C>
          19              $67.78            $5.73
          20               65.26             5.51
          25               55.76             4.71
          30               49.53             4.18


- ------------------------------------------------------------
</TABLE>



LR435                                                                     Page 2



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