LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
497, 2000-05-08
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                                  PROSPECTUS 1
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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) 454-6265                    (800) 444-2363
</TABLE>

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


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


    The Policy features include: 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.

    You may allocate net premiums to the Sub-accounts of our Flexible Premium
Variable Life Account M ("Separate Account"). Each Sub-account invests in one of
the funds listed below.


<TABLE>
<S>                                            <C>
AIM VARIABLE INSURANCE FUNDS                   FRANKLIN TEMPLETON VARIABLE INSURANCE
                                               PRODUCTS
AIM V.I. Capital Appreciation Fund             TRUST
AIM V.I. Diversified Income Fund               Templeton Asset Strategy Fund--Class 1
AIM V.I. Growth Fund                           (formerly Templeton Asset Allocation Fund)
AIM V.I. Value Fund                            Templeton Growth Securities Fund--Class 1
DELAWARE GROUP PREMIUM FUND                    (formerly Templeton Stock Fund)
Emerging Markets Series -- Standard Class      Templeton International Securities Fund--
Small Cap Value Series -- Standard Class       Class 1
Trend Series -- Standard Class                 (formerly Templeton International Fund)
DEUTSCHE ASSET MANAGEMENT VIT FUNDS            LINCOLN NATIONAL MONEY MARKET FUND, INC.
 (FORMERLY BT INSURANCE FUNDS TRUST)           Money Market Fund
Equity 500 Index Fund                          MFS-REGISTERED TRADEMARK- VARIABLE INSURANCE
                                               TRUST
FIDELITY VARIABLE INSURANCE PRODUCTS FUND      MFS Emerging Growth Series
Equity-Income Portfolio -- Initial Class       MFS Total Return Series
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II   MFS Utilities Series
Asset Manager Portfolio -- Initial Class       OCC ACCUMULATION TRUST
Investment Grade Bond Portfolio -- Initial     Global Equity Portfolio
Class                                          Managed Portfolio
</TABLE>


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, AND THIS PROSPECTUS ONLY OFFERS
THE POLICY FOR SALE IN JURISDICTIONS WHERE SUCH OFFER AND SALE ARE LAWFUL.

                         PROSPECTUS DATED: MAY 1, 2000
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                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                          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
  Charges and Fees....................       5
  Changes in Specified Amount.........       5
Lincoln Life, the Separate Account and
 The General Account..................       6
Buying Variable Life Insurance........       7
  Replacements........................       8
The Funds.............................       8
  Substitution of Securities..........      12
  Voting Rights.......................      12
  Fund Participation Agreements.......      13
Death Benefit.........................      13
    Death Benefit Options.............      13
    Changes in Death Benefit Option...      13
    Guaranteed Death Benefit
     Provision........................      14
    Payment of Death Benefit..........      14
    Changes in Specified Amount.......      14
Premium Payments; Transfers...........      15
    Premium Payments..................      15
    Allocation of Net Premium
     Payments.........................      16
    Transfers.........................      17
    Optional Sub-Account Allocation
     Programs.........................      17
      Dollar Cost Averaging...........      17
      Automatic Rebalancing...........      18
Charges; Fees.........................      18
    Premium Load......................      19
    Monthly Deductions................      19
    Transaction Fee for Excess
     Transfers........................      19
    Mortality and Expense Risk Charge
     and Fund Expenses................      20
    Surrender Charge..................      22
    Reduction of Charges--
     Purchases on a Case Basis........      23
Policy Values.........................      23
    Accumulation Value................      23
    Variable Accumulation Unit
     Value............................      24
    Surrender Value...................      24
Surrenders............................      24
    Partial Surrenders................      24
    Full Surrenders...................      25
    Deferral of Payment and
     Transfers........................      25
Lapse and Reinstatement...............      25
    Lapse of a Policy; Effect of
     Guaranteed Death Benefit
     Provision........................      25
    Reinstatement of a Lapsed
     Policy...........................      25
</TABLE>

<TABLE>
<CAPTION>
                                          PAGE
                                          ----
<S>                                     <C>
Policy Loans..........................      26
Settlement Options....................      27
Other Policy Provisions...............      27
    Issuance..........................      27
    Effective Date of Coverage........      27
    Short-Term Right to Cancel the
     Policy...........................      27
    Policy Owner......................      28
    Beneficiary.......................      28
    Assignment........................      28
    Right to Exchange for a Fixed
     Benefit Policy...................      28
    Incontestability..................      29
    Misstatement of Age or Sex........      29
    Suicide...........................      29
    Nonparticipating Policies.........      29
    Riders............................      30
Tax Issues............................      30
    Taxation of Life Insurance
     Contracts In General.............      30
    Policies Which Are MECS...........      31
    Policies Which Are Not MECS.......      32
    Other Considerations..............      32
    Tax Status of Lincoln Life........      33
Other Matters.........................      33
    Directors and Officers of Lincoln
     Life.............................      33
    Distribution of Policies..........      35
    Changes of Investment Policy......      36
    Other Contracts Issued by Lincoln
     Life.............................      36
    State Regulation..................      36
    Reports to Policy Owners..........      36
    Advertising.......................      36
    Legal Proceedings.................      37
    Experts...........................      37
    Registration Statement............      37
Appendix 1............................      38
    Corridor Percentages..............      38
Appendix 2............................      39
    Guaranteed Maximum Cost of
     Insurance Rates..................      39
Appendix 3............................      40
    Illustration of Surrender
     Charges..........................      40
Appendix 4............................      42
    Illustration of Accumulation
     Values, Surrender Values, and
     Death Benefits...................      42
Financial Statements
    Separate Account..................     M-1
    Lincoln Life......................     S-1
</TABLE>

2
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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. If you
                    are already entitled to favorable tax treatment, you should
                    satisfy yourself that this Policy meets your other financial
                    goals before you buy it. 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 three 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.

                    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
                       (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
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                    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"
                       when the Insured died. The Net Accumulation Value is the
                       total of the balances in the Fixed Account and the
                       Separate Account, minus any outstanding Loan Account
                       amounts; or
                    2) the Corridor Death Benefit. See page 13.

                    This policy contains a Guaranteed Initial Death Benefit
                    Premium. This means that the Death Benefit will not be lower
                    than the Initial Specified Amount regardless of the gains or
                    losses of the Funds you select as long as you pay that
                    Premium. Therefore, the Initial Death Benefit under your
                    Policy would be guaranteed for five years even though your
                    Net Accumulation Value is insufficient to pay your current
                    Monthly Deductions. If you have borrowed against your Policy
                    or surrendered a portion of your Policy, your Initial Death
                    Benefit will be reduced by the Loan Account balance 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 15.


                    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 19)
                    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. See page 25.


                    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 Fixed 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 27.


                    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 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 Sub-Accounts 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 8.

                    You may also use Lincoln Life's Fixed Account to fund your
                    Policy. Net Premium payments put into the Fixed Account:

                     - become part of Lincoln Life's General Account;
                     - do not share the investment experience of the Separate
                       Account; and
                     - have a guaranteed minimum interest rate of 4% per year.

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                    Interest beyond 4% is credited at Lincoln Life's discretion.
                    For additional information on the Fixed Account, See
                    page 7.

                    CHARGES AND FEES

                    We deduct a premium charge of 5% from each Premium Payment.
                    We make monthly deductions for administrative expenses
                    (currently, $15 per month for the first Policy Year and $5
                    per month afterwards, guaranteed not to exceed $10 after the
                    first Policy Year) 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 currently at an annual rate of .80% for
                    Policy Years 1-12, 0.55% for Policy Year 13 and beyond. The
                    charge is guaranteed not to exceed .90% per year.

                    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 20 shows you 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.

                    The Surrender Charge is the amount retained by us if the
                    Policy is surrendered. We charge you $25, but not more than
                    2% of the amount withdrawn, each time you request a partial
                    surrender of your Policy. If you totally surrender your
                    Policy within the first 10 years, a Surrender Charge will be
                    deducted in computing what will be paid you. If you
                    surrender your Policy within the first 10 years after an
                    increase in the Specified Amount, a Surrender Charge will
                    also be imposed in addition to any existing Surrender
                    Charges. See page 22.

                    You may borrow within described limits against the Policy.
                    You may totally surrender the Policy or withdraw part of its
                    value. A Surrender Charge may be applied if the Policy is
                    totally surrendered.

                    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 on the Loan Account Value.
                    For the first ten Policy Years, interest will be credited at
                    a current annual rate equal to the interest rate charged
                    minus 1%, guaranteed not to exceed 2%. For Policy Years
                    eleven and beyond, the credited annual rate will be equal to
                    the interest rate charged minus .25% guaranteed not to
                    exceed 1%. See page 26.

                    Charges and fees may be reduced in some circumstances where
                    Policies are purchased by corporations and other groups or
                    sponsoring organizations on a case basis. See page 23.

                    CHANGES IN SPECIFIED AMOUNT

                    The Initial Specified Amount is the amount originally chosen
                    by the Policy Owner and is initially equal to the 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 14.


                                                                               5
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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 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. On each
                    Valuation Day (any day on which the New York Stock Exchange
                    is open), Net Premium Payments allocated to Account M will
                    be invested in Fund shares at net asset value, and monies 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 described in "The Funds". 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, and there can be no
                    assurance, and no representation is made, that a Fund's
                    investment results will be comparable to those 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 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

6
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                    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 Guaranteed
                    Death Benefit Provision, if elected, 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 fund options available, it is possible to fine
                    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.
                    And any investment income and realized capital gains within
                    a fund are automatically

                                                                               7
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                    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 "Tax Issues"), 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 "Death Benefit"). 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 4) 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. The Owner 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.

THE FUNDS

                    Each of the Sub-Accounts of the Separate Account is invested
                    solely in the shares of one of the Funds available under the
                    Policies. Each of the Funds, in turn, is an investment
                    portfolio of one of the Trusts or corporations listed below.
                    A given Fund may have a similar investment objective and
                    principal investment strategy to those for another mutual
                    fund managed by the same investment advisor or subadvisor.
                    However, because of timing of investments and other
                    variables we cannot guarantee that there will be any
                    correlation between the two investments. Even though the
                    management strategy and the objectives of the funds are
                    similar, the investment results may vary.

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                    The portfolios, their investment advisers and distributors,
                    and the Funds within each that are available under the
                    Policies are:

                        AIM VARIABLE INSURANCE FUNDS 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. Capital Appreciation Fund
                            AIM V.I. Diversified Income Fund
                            AIM V.I. Growth Fund
                            AIM V.I. Value Fund



                        DELAWARE GROUP PREMIUM FUND, managed by Delaware
                        Management Company, One Commerce Square, Philadelphia,
                        PA 19103 and for 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;



                            Emerging Markets Series -- Standard Class
                            Small Cap Value Series -- Standard Class
                            Trend Series -- Standard Class



                        DEUTSCHE ASSET MANAGEMENT VIT FUNDS TRUST (formerly BT
                        Insurance Funds Trust), managed by Bankers Trust
                        Company, 130 Liberty Street (One Bankers Trust Plaza),
                        New York, NY 10006 and distributed by Provident
                        Distributors, Inc., Four Falls Corporate Center, West
                        Conshohocken, PA 19428;


                            Equity 500 Index Fund.


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


                            Equity-Income Portfolio -- Initial Class
                            Asset Manager Portfolio -- Initial Class
                            Investment Grade Bond Portfolio -- Initial Class


                        FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST,
                        managed by Templeton Investment Counsel, Inc., Broward
                        Financial Centre, STE 2100, Fort Lauderdale FL 33394 and
                        its Templeton and Franklin affiliates and distributed by
                        Franklin Templeton Distributors, Inc., 777 Mariners
                        Island Blvd. San Mateo CA 94403-7777;



                            Templeton Asset Strategy Fund -- Class 1 (formerly
                    Asset Allocation Fund)
                            Templeton Growth Securities Fund -- Class 1
                    (formerly Stock Fund)
                            Templeton International Securities Funds -- Class 1
                    (formerly International Fund)



                        LINCOLN NATIONAL MONEY MARKET FUND, INC., managed by
                        Lincoln Investment Management, Inc., 200 East Berry
                        Street, Fort Wayne, IN 46802, and distributed by Lincoln
                        Financial Advisors Corp. 350 Church Street, Hartford, CT
                        06103.


                            Money Market Fund


                        Lincoln Investment Management, Inc. (Lincoln Investment)
                        has informed the funds to which it provides advisory
                        services that it intends to merge into a newly created
                        series of its affiliate, Delaware Management Business
                        Trust, during the second or third quarter of 2000.
                        Lincoln Investment does not expect the merger to result
                        in any change in the level of advisory services that it
                        currently provides to these funds, although there may be
                        some changes in, and additions to, personnel. See the
                        prospectuses for these funds for more information.


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                        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


                        OCC ACCUMULATION TRUST, managed by OpCap Advisors and
                        distributed by OCC Distributors, 1345 Avenue of the
                        Americas New York, NY 10105

                            Global Equity Portfolio;
                            Managed Portfolio.

                    The investment advisory fees charged the Funds by their
                    advisers are shown listed under "Fund Expenses" in this
                    Prospectus.

                    There follows 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. CAPITAL APPRECIATION FUND Seeks growth of capital
                    through investment in common stocks, with emphasis on medium
                    and small-sized growth companies. The investment advisor
                    will be particularly interested in companies that are likely
                    to benefit from new or innovative products, services or
                    processes as well as those that have experienced
                    above-average, long term growth in earnings and have
                    excellent prospects for future growth.


                    AIM V.I. DIVERSIFIED INCOME FUND: Seeks to achieve a high
                    level of current income primarily by investing in a
                    diversified portfolio of domestic corporate debt securities,
                    U.S. Government securities, securities issued by foreign
                    governments, and lower quality debt securities (commonly
                    known as "junk bonds").


                    AIM V.I. GROWTH FUND: Seeks growth of capital primarily by
                    investing in seasoned and better capitalized companies
                    considered to have strong earnings momentum. Focus is on
                    companies that have experienced above-average growth in
                    earnings and have excellent prospects for future growth.

                    AIM V.I. VALUE FUND: 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 assets owned by the
                    companies issuing the securities or relative to the equity
                    markets generally. Income is a secondary objective.


                    DELAWARE EMERGING MARKETS SERIES -- STANDARD CLASS: Seeks
                    long-term growth by investing primarily in stocks of
                    companies located or operating in emerging or developing
                    countries.


                    DELAWARE SMALL CAP VALUE SERIES -- STANDARD CLASS: Seeks
                    growth by investing in stocks of small cap companies whose
                    market values appear low relative to underlying value or
                    future earnings and growth potential.


                    DELAWARE TREND SERIES -- STANDARD CLASS: Seeks long-term
                    growth by investing primarily in stocks of small companies
                    and convertible securities of emerging and other
                    growth-oriented companies.



                    DEUTSCHE VIT EQUITY 500 FUND: 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.


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                    FIDELITY VIP EQUITY-INCOME PORTFOLIO -- INITIAL CLASS :
                    Seeks reasonable income by investing primarily in
                    income-producing equity securities, with some potential for
                    capital appreciation, seeking a yield that exceeds the
                    composite yield on the securities comprising the Standard
                    and Poor's 500 Index (S&P 500).


                    FIDELITY VIP II ASSET MANAGER PORTFOLIO -- INITIAL CLASS:
                    Seeks high total return with reduced risk over the long-term
                    by allocating its assets among domestic and foreign stocks,
                    bonds and money market instruments.


                    FIDELITY VIP II INVESTMENT GRADE BOND PORTFOLIO -- INITIAL
                    CLASS: Seeks as high a level of current income as is
                    consistent with the preservation of capital by investing in
                    U.S. dollar-denominated investment-grade bonds.

                    LINCOLN MONEY MARKET FUND: 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.

                    MFS EMERGING GROWTH SERIES: Seeks to provide long-term
                    growth of capital.

                    MFS TOTAL RETURN SERIES: Seeks primarily to obtain
                    above-average income (compared to a portfolio invested
                    entirely in equity securities) consistent with the prudent
                    employment of capital, and secondarily to provide a
                    reasonable opportunity for growth of capital and income.

                    MFS UTILITIES SERIES: Seeks capital growth and current
                    income (income above that available from a portfolio
                    invested entirely in equity securities).

                    OCC ACCUMULATION TRUST GLOBAL EQUITY PORTFOLIO: Seeks
                    long-term capital appreciation through a global investment
                    strategy primarily involving equity securities.

                    OCC ACCUMULATION TRUST MANAGED PORTFOLIO: Seeks growth of
                    capital over time through investment in a portfolio of
                    common stocks, bonds and cash equivalents, the percentage of
                    which will vary based on management's assessments of
                    relative investment values.

                    TEMPLETON ASSET STRATEGY FUND -- CLASS 1: Seeks a high level
                    of total return. Invests in stocks of companies in any
                    nation, bonds of companies and governments of any nation,
                    and in money market instruments including emerging markets.
                    Assets are allocated among different investments depending
                    upon worldwide market and economic conditions.

                    TEMPLETON GROWTH SECURITIES FUND -- CLASS 1: Seeks long-term
                    capital growth. Invests primarily in stocks of companies in
                    various nations throughout the world including the U.S. and
                    emerging markets. Templeton Global Advisors Limited serves
                    as the Fund's investment advisor.

                    TEMPLETON INTERNATIONAL SECURITIES FUND -- CLASS 1: Seeks
                    long-term capital growth. It invests primarily in stocks of
                    companies outside the United States, including emerging
                    markets. Templeton Investment Counsel, Inc. serves as the
                    Fund's investment advisor.

                    Several of the portfolios 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 Fund prospectuses
                    carefully.

                    There is no assurance that the investment objective of any
                    of the Funds will be met. A Policy Owner bears the complete
                    investment risk for Accumulation Values allocated to a
                    Sub-Account. Each of the Sub-Accounts involves inherent
                    investment risk, and such risk

                                                                              11
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                    varies significantly among the Sub-Accounts. Policy Owners
                    should read each Fund's prospectus carefully and understand
                    the Funds' relative degrees of risk before making or
                    changing investment choices. Additional Funds may, from time
                    to time, be made available as investments to underlie the
                    Policies. However, the right to make such selections will be
                    limited by the terms and conditions imposed on such
                    transactions by Lincoln Life (See "Premium Payments").

                    Required premium levels will vary based on market
                    performance. In a prolonged market downturn, affecting all
                    Sub-Accounts, additional Premium Payments may be necessary
                    to maintain the level of coverage or to avoid lapsing of the
                    Policy. Review of periodic contract statements is strongly
                    suggested to determine appropriate premium requirements.

                    SUBSTITUTION OF SECURITIES

                    If the shares of any Fund should no longer be available for
                    investment by the Separate Account or if, in the judgment of
                    Lincoln Life, further investment in such shares should
                    become inappropriate in view of the purpose of the
                    investment objectives of the Policies or in view of legal,
                    regulatory or federal income tax restrictions, Lincoln Life
                    may substitute shares of another Fund. No substitution of
                    securities in any Sub-Account may take place without prior
                    approval of the Commission and under such requirements as it
                    may impose. Substitute funds may have higher charges than
                    the funds being replaced.

                    VOTING RIGHTS

                    In accordance with its view of present applicable law,
                    Lincoln Life will vote the shares of each Fund held in the
                    Separate Account at special meetings of the shareholders of
                    the particular Trust in accordance with written instructions
                    received from persons having the voting interest in the
                    Separate Account. Lincoln Life will vote shares for which it
                    has not received instructions, as well as shares
                    attributable to it, in the same proportion as it votes
                    shares for which it has received instructions. The Trusts do
                    not hold regular meetings of shareholders.

                    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
                    Trust not more than sixty (60) days prior to the meeting of
                    the particular Trust. Voting instructions will be solicited
                    by written communication at least fourteen (14) days prior
                    to the meeting.

                    To determine how many votes each policy owner is entitled to
                    direct with respect to a Fund, first we will calculate the
                    dollar amount of your account value attributable to that
                    Fund. Second, we will divide that amount by $100.00. The
                    result is the number of votes you may direct.

                    The Funds' shares are issued and redeemed only in connection
                    with variable annuity contracts and variable life insurance
                    policies issued through separate accounts of Lincoln Life
                    and other life insurance companies. The Trusts do not
                    foresee any disadvantage to Policy Owners arising out of the
                    fact that shares may be made available to separate accounts
                    which are used in connection with both variable annuity and
                    variable life insurance products. Nevertheless, the Trusts'
                    Boards intend to monitor events in order to identify any
                    material irreconcilable conflicts which may possibly arise
                    and to determine what action, if any, should be taken in
                    response thereto. If such a conflict were to occur, one of
                    the separate accounts might withdraw its investment in a
                    Fund. This might force a Fund to sell portfolio securities
                    at disadvantageous prices.

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                    FUND PARTICIPATION AGREEMENTS

                    Lincoln Life has entered into agreements with the various
                    Trusts or corporations and their advisors or distributors
                    under which we make the Funds available under the Policies
                    and perform certain administrative services. The advisors or
                    distributors may compensate us therefore at rates ranging
                    from .10% to .25% per year of policy assets held in a
                    particular Fund.

DEATH BENEFIT

                    DEATH BENEFIT OPTIONS

                    Two different Death Benefit Options are available for
                    determining the Death Benefit. The amount payable under
                    either option will be determined as of the date of the
                    Insured's death.

                    Under OPTION 1 the Death Benefit will be the greater of the
                    Specified Amount (a minimum of $100,000 as of the date of
                    this Prospectus), or the applicable percentage (the
                    "Corridor Percentage") of the Accumulation Value required to
                    maintain the Policy as a "life insurance contract" for tax
                    purposes (the "Corridor Death Benefit"). The Corridor
                    Percentage is 250% through the Insured's age 40 and
                    decreases in accordance with the table in Appendix 1 to 100%
                    at the Insured's age 95. Option 1 provides a level Death
                    Benefit until the Corridor Death Benefit exceeds the
                    Specified Amount.

                    Under OPTION 2 the Death Benefit will be the greater of the
                    Specified Amount (a minimum of $100,000 as of the date of
                    this Prospectus), plus the Accumulation Value, or the
                    Corridor Death Benefit. Option 2 provides a varying Death
                    Benefit which increases or decreases over time, depending on
                    the amount of premium paid and the investment performance of
                    the underlying funding options chosen.

                    Under both Option 1 and Option 2, the proceeds payable upon
                    death will be the Death Benefit, reduced by partial
                    surrenders and by the amount necessary to repay any loans in
                    full. Option 1 will be in effect unless Option 2 has been
                    elected in the application for the Policy or unless a change
                    has been allowed.

                    CHANGES IN DEATH BENEFIT OPTION

                    A Death Benefit Option change will be allowed upon the
                    Owner's written request to our Administrative Office in form
                    satisfactory to us, subject to the following conditions:

                     - The change will take effect on the Monthly Anniversary
                       Day (the day of the month as shown in the Policy
                       Specifications) or on the next Valuation Day following
                       the date of receipt of the request.

                     - There will be no change in the Surrender Charge, and
                       evidence of insurability may be required.

                     - No change in the Death Benefit Option may reduce the
                       Specified Amount below $100,000.

                     - For changes from Option 1 to Option 2, the new Specified
                       Amount will equal the Specified Amount less the
                       Accumulation Value at the time of the change.

                     - For changes from Option 2 to Option 1, the new Specified
                       Amount will equal the Specified Amount plus the
                       Accumulation Value at the time of the change.

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                    GUARANTEED DEATH BENEFIT PROVISION

                    The Guaranteed Death Benefit Provision assures that, as long
                    as the Guaranteed Initial Death Benefit Premium is paid, the
                    Death Benefit will not be less than the Initial Specified
                    Amount during the first five Policy Years even if the Net
                    Accumulation Value is insufficient to cover the current
                    Monthly Deductions, assuming there have been no loans or
                    partial surrenders.

                    Changes in Initial Specified Amount, partial surrenders, and
                    Death Benefit Option changes during the first five Policy
                    Years may affect the Guaranteed Death Benefit Premium. These
                    events and loans may also affect the Policy's ability to
                    remain in force.

                    PAYMENT OF DEATH BENEFIT

                    The Death Benefit is the amount payable to the Beneficiary
                    upon the death of the Insured in accordance with the Death
                    Benefit Option elected. Any outstanding loan amounts or
                    overdue deductions are deducted prior to payment of the
                    proceeds.

                    The Death Benefit under the Policy will be paid in a lump
                    sum within seven days after receipt at our Administrative
                    Office of due proof of the Insured's death (a certified copy
                    of the death certificate), unless the Owner or the
                    Beneficiary has elected that it be paid under one or more of
                    the Settlement Options (See "Settlement Options"). Payment
                    of the Death Benefit may be delayed if the Policy is being
                    contested.

                    While the Insured is living, the Owner may elect a
                    Settlement Option for the Beneficiary and deem it
                    irrevocable, and may revoke or change a prior election. The
                    Beneficiary may make or change an election within 90 days of
                    the death of the Insured, unless the Owner has made an
                    irrevocable election.

                    All or a part of the Death Benefit may be applied under one
                    or more of the Settlement Options, or such other options as
                    Lincoln Life may make available in the future.

                    If the Policy is assigned as collateral security, Lincoln
                    Life will pay any amount due the assignee in one lump sum.
                    Any excess Death Benefit due will be paid as elected.

                    The Death Benefit under the Policy at any point in time must
                    be at least the "Corridor Percentage" of the Accumulation
                    Value based on the Insured's attained age. The table of
                    Corridor Percentages is in Appendix 1.

                    CHANGES IN SPECIFIED AMOUNT

                    Changes in the Specified Amount of a Policy can be made by
                    submitting a written request to our Administrative Office in
                    form satisfactory to us.

                    Changes in the Specified Amount are subject to the following
                    conditions:

                     - Satisfactory evidence of insurability and a supplemental
                       application may be required for an increase in the
                       Specified Amount.

                     - An increase in the Specified Amount will increase the
                       Surrender Charge.

                     - As of the date of this Prospectus, the minimum allowable
                       increase in Specified Amount is $1,000.

                     - No decrease may reduce the Specified Amount to less than
                       $100,000.

                     - No decrease may reduce the Specified Amount below the
                       minimum required to maintain the Policy's status under
                       the Code as a life insurance policy.

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                    Decreases in Specified Amount will be effective on the
                    Monthly Anniversary Day on or next following receipt of the
                    request at our Administrative Office, if all requirements
                    have been met. Decreases in Specified Amount will be applied
                    to reduce existing Specified Amount in the following order:
                    first, the most recent increase in Specified Amount; then,
                    the next most recent increases in Specified Amount
                    successively; and finally, against the Specified Amount
                    provided at issue.

                    Increases in Specified Amount, if approved by Lincoln Life
                    and provided the Insured is living, will be effective on (i)
                    the Monthly Anniversary Day on or next following receipt of
                    the request at our Administrative Office and (ii) the
                    deduction from the Accumulation Value of the first month's
                    cost of insurance for the increase. If the Specified Amount
                    is increased, a new Surrender Charge applies for ten years
                    following any increase in Specified Amount. (See "Charges;
                    Fees -- Surrender Charge".)

PREMIUM PAYMENTS; TRANSFERS

                    PREMIUM PAYMENTS

                    The Policies provide for flexible premium payments. Premium
                    Payments are payable in the frequency and in the amount
                    selected by the Policy Owner. The initial Premium Payment is
                    due on the Issue Date and is payable in advance. The minimum
                    payment is the amount necessary to maintain a positive Net
                    Accumulation Value or Guaranteed Minimum Death Benefit. Each
                    subsequent Premium Payment must be at least $100. We reserve
                    the right to decline any application or Premium Payment.

                    After the initial Premium Payment, all Premium Payments must
                    be sent directly to our Administrative Office and will be
                    deemed received when actually received there.

                    The Policy Owner may elect to increase, decrease or change
                    the frequency of Premium Payments.

                    PLANNED PREMIUMS are Premium Payments scheduled when a
                    Policy is applied for. This is the amount for which we send
                    a premium reminder notice. They can be billed annually,
                    semiannually or quarterly. Pre-authorized automatic monthly
                    check payments may also be arranged.

                    ADDITIONAL PREMIUMS are any Premium Payments made ($100
                    minimum) in addition to Planned Premiums.

                    GUARANTEED INITIAL DEATH BENEFIT PREMIUM, if paid during
                    each of the first five Policy Years, enables the Policy to
                    remain in force regardless of investment performance,
                    assuming no surrenders or loans during that time. The
                    Guaranteed Initial Death Benefit Premium is stated in the
                    Policy Specifications. An increase in Specified Amount would
                    require a recalculation of the Guaranteed Initial Death
                    Benefit Premium. If this premium is not paid, or there are
                    partial surrenders or loans taken during the first five
                    Policy Years, the Policy will lapse during the first five
                    Policy Years if the Net Accumulation Value is less than the
                    next Monthly Deduction, just as it would after the first
                    five Policy Years at any time the Net Accumulation Value is
                    less than the next Monthly Deduction.

                    Payment of Planned Premiums or Additional Premiums (any
                    premium paid in addition to planned premiums) in any amount
                    will not, except as noted above, guarantee that the Policy
                    will remain in force. Conversely, failure to pay Planned
                    Premiums or Additional Premiums will not necessarily cause a
                    Policy to lapse (See "Guaranteed Death Benefit Provision").

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                    PREMIUM INCREASES. At any time, the Owner may increase
                    Planned Premiums, or pay Additional Premiums, but:

                     - Evidence of insurability may be required if the
                       Additional Premium or the new Planned Premium during the
                       current Policy Year would increase the difference between
                       the Death Benefit and the Accumulation Value. If
                       satisfactory evidence of insurability is requested and
                       not provided, we will refund the increase in premium
                       without interest and without participation of such
                       amounts in any underlying funding options.

                     - In no event may the total of all Premium Payments exceed
                       the then-current maximum premium limitations established
                       by federal law for a Policy to qualify as life insurance.
                       If, at any time, a Premium Payment would result in total
                       Premium Payments exceeding such maximum premium
                       limitation, we will only accept that portion of the
                       Premium Payment which will make total premiums equal the
                       maximum. Any part of the Premium Payment in excess of
                       that amount will be returned or applied as otherwise
                       agreed and no further Premium Payments will be accepted
                       until allowed by the then-current maximum premium
                       limitations prescribed by law.

                     - If there is any Policy indebtedness, any additional Net
                       Premium Payments will be used first as a loan repayment
                       with any excess applied as an additional Net Premium
                       Payment.

                    ALLOCATION OF NET PREMIUM PAYMENTS

                    The Net Premium Payment is the portion of a Premium Payment,
                    after deduction of 5.0% for the premium load, available for
                    allocation to the Funds you selected.

                    When you purchase a Policy, you must decide how to allocate
                    Net Premium Payments among the Sub-Accounts and the Fixed
                    Account. Allocation to any one Sub-Account or to the Fixed
                    Account must be in whole percentages. No allocation can be
                    made which would result in a Sub-Account Value of less than
                    $50 or a Fixed Account value of less than $2,500. For each
                    Sub-Account, the Net Premium Payments are converted into
                    Accumulation Units. The number of Accumulation Units
                    credited to the Policy is determined by dividing the Net
                    Premium Payment allocated to the Sub-Account by the value of
                    the Accumulation Unit for the Sub-Account.

                    During the Right-to-Examine Period, the Net Premium Payment
                    will be allocated to the Fixed Account, and interest
                    credited from the Issue Date if the Premium Payment was
                    received on or before the Issue Date. We will allocate the
                    initial Net Premium Payment directly to the Sub-Account(s)
                    you selected within three days after expiration of the
                    Right-to-Examine Period.

                    Unless directed otherwise by the Policy Owner, we will
                    allocate subsequent Net Premium Payments on the same basis
                    as the most recent previous Net Premium Payment. Such
                    allocation will occur as of the next Valuation Period after
                    each payment is received.

                    You may change the allocation for future Net Premium
                    Payments at any time free of charge, effective for Premium
                    Payments made more than one week after we receive the notice
                    of the new allocation at our Administrative Office. Any new
                    allocation is subject to the same requirements as the
                    initial allocation. We may, at our sole discretion, waive
                    minimum premium allocation requirements.

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                    TRANSFERS

                    Before the Insured attains age 100, Policy values may, at
                    any time, be transferred ($500 minimum) from one Sub-Account
                    to another or from the Separate Account to the Fixed
                    Account. Within the 30 days after each Policy Anniversary,
                    you may also transfer a portion of the Fixed Account Value
                    to one or more Sub-Accounts, until the Insured attains age
                    100. Transfers from the Fixed Account are allowed in the
                    30-day period after a Policy Anniversary and will be
                    effective as of the next Valuation Day after a request is
                    received in good order at our Administrative Office. 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. Lincoln
                    Life may further limit transfers from the Fixed Account at
                    any time.

                    Subject to the above restrictions, up to 12 transfers may be
                    made in any Policy Year without charge, and any value
                    remaining in the Fixed Account or a Sub-Account after a
                    transfer must be at least $500. Transfers may be made in
                    writing or by telephone unless you have indicated in writing
                    in the application or otherwise that telephone transfers are
                    not to be permitted. To make a telephone transfer, you must
                    call our Administrative Office and provide, as
                    identification, your Policy Number and a requested portion
                    of your Social Security number. A customer service
                    representative will then come on the line and, upon
                    ascertaining that telephone transfers are permitted for that
                    Policy, take the transfer request, which will be processed
                    as of the next close of business and confirmed the day after
                    that. We disclaim all liability for losses resulting from
                    unauthorized or fraudulent telephone transactions, but
                    acknowledge that if we do not follow these procedures, which
                    it believes to be reasonable, we may be liable for such
                    losses.

                    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 a written request is received by us at
                    our Administrative Office. Transfer requests must be
                    received by us at our Administrative Office by the close of
                    the New York Stock Exchange (usually, 4:00 pm ET) on each
                    day the New York Stock Exchange is open, in order to be
                    effective that day. Any transfer made which causes the
                    remaining value of Accumulation Units for a Sub-Account to
                    be less than $500 will result in those remaining
                    Accumulation Units being cancelled and their aggregate value
                    reallocated proportionately among the other funding options
                    chosen. You should carefully consider current market
                    conditions and each Sub-Account's investment policies and
                    related risks before allocating money to the Sub-Accounts.
                    See "The Funds" in this Prospectus.

                    Lincoln Life, at its sole discretion, may waive minimum
                    balance requirements on the Sub-Accounts.

                    OPTIONAL SUB-ACCOUNT ALLOCATION PROGRAMS

                    You may elect to enroll in either of the following programs,
                    currently free of charge (though we reserve the right to
                    charge for them). However, both programs cannot be in effect
                    at the same time. Transfers under these programs do not
                    count against the 12 transfers per year without charge.

                    DOLLAR COST AVERAGING

                    Dollar Cost Averaging is a program which, if elected,
                    systematically allocates specified dollar amounts from the
                    Money Market Sub-Account to one or more of the Policy's

                                                                              17
<PAGE>
                    other Sub-Accounts at regular intervals as you select. By
                    allocating on a regularly scheduled basis as opposed to
                    allocating the total amount at one particular time, you may
                    be less susceptible to the impact of market fluctuations.
                    Dollar cost averaging will not assure a profit or protect
                    against a declining market.

                    You may elect Dollar Cost Averaging by establishing a Money
                    Market Sub-Account value of at least $1,000. The minimum
                    amount per month to allocate is $100. Enrollment in this
                    program may occur at any time by calling our Administrative
                    Office or by providing the information requested on the
                    Dollar Cost Averaging election form to us, provided that
                    sufficient value is in the Money Market Sub-Account.
                    Transfers to the Fixed Account are not permitted under
                    Dollar Cost Averaging. We may, at our sole discretion, waive
                    Dollar Cost Averaging minimum deposit and transfer
                    requirements.

                    Dollar Cost Averaging will terminate when any of the
                    following occurs: (1) the number of designated transfers has
                    been completed; (2) the value of the Money Market Sub-
                    Account is insufficient to complete the next transfer; (3)
                    you request termination by telephone or in writing and such
                    request is received at least one week prior to the next
                    scheduled transfer date to take effect that month; or (4)
                    the Policy is surrendered.

                    AUTOMATIC REBALANCING

                    Automatic Rebalancing is an option which, if elected by the
                    Owner on the initial application, or thereafter by calling
                    our Administrative Office, 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). This pre-determined level will be
                    the allocation initially selected on the application, unless
                    subsequently changed. The Automatic Rebalancing allocation
                    may be changed at any time by submitting a written request
                    to Lincoln Life or by calling our Administrative Office.

                    If Automatic Rebalancing is elected, all Net Premium
                    Payments allocated to the Sub-Accounts must be subject to
                    Automatic Rebalancing. The Fixed Account is not available
                    for Automatic Rebalancing.

                    You may select Automatic Rebalancing take place on either a
                    quarterly, semi-annual or annual basis. Once Automatic
                    Rebalancing is activated, any Sub-Account transfers executed
                    outside of the rebalancing option will terminate the
                    Automatic Rebalancing. Any subsequent premium payment or
                    withdrawal that modifies the net account balance within each
                    Sub-Account may also cause termination of Automatic
                    Rebalancing. Any such termination will be confirmed to the
                    Owner. You may terminate Automatic Rebalancing or re-enroll
                    at any time by calling or writing our Administrative Office.

CHARGES; FEES

                    Lincoln Life deducts the charges described below to cover
                    costs and expenses, services provided, and risks assumed
                    under the Policies. The amount of a charge may not
                    necessarily correspond to the costs associated with
                    providing the services or benefits indicated by the
                    designation of the charge or associated with the particular
                    Policy. For example, the Premium Load and Surrender Charge
                    may not fully cover all of the sales and distribution
                    expenses actually incurred by Lincoln Life, and proceeds
                    from other charges, including the mortality and expense risk
                    charge, may be used in part to cover such expenses.

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                    PREMIUM LOAD

                    We deduct 5.0% from each Premium Payment. This amount,
                    sometimes referred to as "premium load" covers certain
                    Policy-related state taxes 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".

                    MONTHLY DEDUCTIONS

                    We make a Monthly Deduction from the Net Accumulation Value
                    for administrative expenses of $15 during the first Policy
                    Year and, currently, $5 during subsequent Policy Years. This
                    charge is for items such as premium billing and collection,
                    policy value calculation, confirmations and periodic
                    reports, and will not exceed our costs. For subsequent
                    Policy Years, this monthly fee will never exceed $10.

                    We also make a Monthly Deduction from the Net Accumulation
                    Value for the Cost of Insurance and any charges for
                    supplemental riders. The Cost of Insurance compensates
                    Lincoln Life for the anticipated cost of paying Death
                    Benefits in excess of the Accumulation Value. The Cost of
                    Insurance depends on the attained age, risk class and gender
                    classification (in accordance with state law) of the Insured
                    and the current Net Amount at Risk.

                    The Cost of Insurance is determined by dividing the Death
                    Benefit at the beginning of the Policy month by 1.0032737,
                    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 Lincoln Life. The Guaranteed Maximum Cost of Insurance
                    Rates are in Appendix 2.

                    These Monthly Deductions are deducted proportionately from
                    the value of each funding option. This is accomplished for
                    the Sub-Accounts by canceling Accumulation Units and
                    withdrawing the value of the canceled Accumulation Units
                    from each funding option in the same proportion as their
                    respective values have to the Net Accumulation Value. The
                    Monthly Deductions are made on the Monthly Anniversary Day.

                    If the Policy's Surrender Value is insufficient to cover the
                    current Monthly Deduction, a 61-day Grace Period begins, and
                    you will be notified. We will send a notice at least 31 days
                    before the end of the Grace Period that the Policy will
                    lapse without value unless sufficient payment (described in
                    the notification letter) is received.

                    If the Insured is still living at age 100, no further
                    Monthly Deductions are taken and any Separate Account Value
                    is transferred to the Fixed Account. The Policy will then
                    remain in force until surrender or the Insured's death.

                    TRANSACTION FEE FOR EXCESS TRANSFERS

                    There will be a $25 transaction fee for each transfer
                    between funding options in excess of 12 during any Policy
                    Year.

                                                                              19
<PAGE>
                    MORTALITY AND EXPENSE RISK CHARGE AND FUND EXPENSES


The purpose of the following table is to help purchasers and prospective
purchasers understand the costs and expenses that are borne, directly and
indirectly, by purchasers assuming that all Net Premium Payments are allocated
to the Separate Account. The tables reflect expenses of the individual Funds
underlying the Separate Sub-Accounts. The Mortality and Expense Risk Charge is
the currently charged rate of .80% during the first twelve Policy Years. It
currently declines to .55% per year thereafter and is guaranteed not to exceed
 .90% per year.


                                   FEE TABLE


<TABLE>
<CAPTION>
                                                                                                             TOTAL FUND
                                                                     TOTAL ANNUAL FUND                       OPERATING
                                                                     OPERATING EXPENSES                    EXPENSES WITH
                               MANAGEMENT                  OTHER     WITHOUT WAIVERS OR   TOTAL WAIVERS     WAIVERS AND
  FUND                           FEES(1)     12(B)1 FEE   EXPENSES       REDUCTIONS       AND REDUCTIONS   REIMBURSEMENTS
  ----                         -----------   ----------   --------   ------------------   --------------   --------------
  <S>                          <C>           <C>          <C>        <C>                  <C>              <C>
  AIM V.I. Capital
   Appreciation Fund.........     0.62%         N/A         0.11%           0.73%               N/A             0.73%
  AIM V.I. Diversified Income
   Fund......................     0.60          N/A         0.23            0.83                N/A             0.83
  AIM V.I. Growth Fund.......     0.63          N/A         0.10            0.73                N/A             0.73
  AIM V.I. Value Fund........     0.61          N/A         0.15            0.76                N/A             0.76
  Delaware Emerging Markets
   Series -- Standard
   Class(2a).................     1.25          N/A         0.28            1.53              (0.06)            1.47
  Delaware Small Cap Value
   Series -- Standard
   Class(2b).................     0.75          N/A         0.10            0.85                N/A             0.85
  Delaware Trend Series
   Standard Class(2c)........     0.75          N/A         0.07            0.82                N/A             0.82
  Deutsche VIT Equity 500
   Index Fund(3).............     0.20          N/A         0.23            0.43              (0.13)            0.30
  Fidelity VIP Equity-Income
   Portfolio -- Initial
   Class(4)..................     0.48          N/A         0.09            0.57                N/A             0.57
  Fidelity VIP II Asset
   Manager Portfolio --
   Initial Class(4)..........     0.53          N/A         0.10            0.63                N/A             0.63
  Fidelity VIP II Investment
   Grade Bond Fund -- Initial
   Class(4)..................     0.43          N/A         0.11            0.54                N/A             0.54
  LN Money Market Fund.......     0.48          N/A         0.11            0.59                N/A             0.59
  MFS Emerging Growth
   Series(5).................     0.75          N/A         0.09(1)         0.84                N/A             0.84
  MFS Total Return
   Series(5).................     0.75          N/A         0.15(1)         0.90                N/A             0.90
  MFS Utilities Series(5)....     0.75          N/A         0.16(1)         0.91                N/A             0.91
  OCC Accum Trust Global
   Equity Portfolio..........     0.80          N/A         0.30            1.10                N/A             1.10
  OCC Accum Trust Managed
   Portfolio.................     0.77          N/A         0.06            0.83                N/A             0.83
  Templeton Asset Strategy
   Fund Class 1(6c)..........     0.60          N/A         0.18            0.78                N/A             0.78
  Templeton Growth Securities
   Fund Class 1(6a,b)........     0.83          N/A         0.05            0.88                N/A             0.88
  Templeton International
   Securities Fund Class
   1(6d).....................     0.69          N/A         0.19            0.88                N/A             0.88
</TABLE>


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

(1) Certain of the fund advisers reimburse the company for administrative costs
    incurred in connection with administering the funds as variable funding
    options under the contract. These reimbursements are generally paid out of
    the management fees and are not charged to investors.

(2) (a)  The investment advisor for the Emerging Markets Series is Delaware
         International Advisers Ltd. ("DIAL"). Effective May 1, 2000 through
         October 31, 2000, DIAL has voluntarily agreed to waive its management
         fee and reimburse the Series for expenses to the extent that total
         expenses will not exceed 1.50%. Without such an arrangement, the total
         annual operating expenses for the Series would have been 1.53%. Under
         its Management Agreement, the Series pays a management fee based on
         average daily net assets 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.

   (b)  The investment advisor for the Small Cap Value Series is Delaware
        Management Company ("DMC"). Effective May 1, 2000 through October 31,
        2000, DMC has voluntarily agreed to waive its management fee and
        reimburse the Series for expenses to the extent that

20
<PAGE>
        total expenses will not exceed 0.85%. Under its Management Agreement,
        the Series pays a management fee based on average daily net assets 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.

   (c)  The investment advisor for the Trend Series is Delaware Management
        Company ("DMC"). Effective May 1, 2000 through October 31, 2000, DMC has
        voluntarily agreed to waive its management fee and reimburse the Series
        for expenses to the extent that total expenses will not exceed 0.85%.
        Under its Management Agreement, the Series pays a management fee based
        on average daily net assets 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.

(3) Under the Advisory Agreement with Bankers Trust Company (the "Advisor"), the
    fund will pay an advisory fee at an annual percentage rate of 0.20% of the
    average daily net assets of the Equity 500 Index Fund. These fees are
    accrued daily and paid monthly. The Advisor has voluntarily undertaken to
    waive its fee and to reimburse the fund for certain expenses so that the
    fund's total operating expenses will not exceed 0.30% of average daily net
    assets. Without the reimbursement to the Funds for the year ended 12/31/99
    total expenses would have been 0.43% for the Equity 500 Index Fund.

(4) A portion of the brokerage commissions that certain funds pay was used to
    reduce fund expenses. In addition, through arrangements with certain funds',
    or FMR on behalf of certain funds' custodian, credits realized as a result
    of uninvested cash balances were used to reduce a portion of each applicable
    fund's expenses. The total operating expenses, after reimbursement would
    have been:
    Equity-Income 0.56% (initial); Asset Manager 0.62% (initial).

(5) Each series has an expense offset arrangement which reduces the series'
    custodian fee based on the amount of cash maintained by the series with its
    custodian and dividend disbursing agent. Each series may enter into other
    such arrangement and directed brokerage arrangements, which would also have
    the effect of reducing the series' expenses. "Other Expenses" do not take
    into account these expense reductions, and are therefore higher than the
    actual expenses of the series. Had the fee reductions been taken into
    account, "Net Expenses" would be lower for certain series and would equal:
         0.83% for Emerging Growth Series
         0.89% for Total Return Series
         0.90% for Utilities Series


(6) (a)  The fund administration fee is paid indirectly through the management
         fee.



   (b)  On 2/8/00, a merger and reorganization was approved that combined the
        fund with a similar fund of the Templeton Variable Products Series Fund,
        effective 5/1/00. The table shows total expenses based on the fund's
        assets as of 12/31/99, and not the assets of the combined fund. However,
        if the table reflected combined assets, the fund's expenses after
        5/01/00 would be estimated as: Management Fees 0.80%, Other Expenses
        0.05%, and Total Fund Operating Expenses 0.85%.



   (c)  On 2/8/00, shareholders approved a merger and reorganization that
        combined the fund with the Templeton Global Asset Allocation Fund
        effective 5/01/00. The shareholders of that fund had approved new
        management fees, which apply to the combined fund effective 5/1/00. The
        table shows restated total expenses based on the new fees and the assets
        of the fund as of 12/31/99, and not the assets of the combined fund.
        However, if the table reflected both the new fees and the combined
        assets, the fund's expenses after 5/1/00 would be estimated as:
        Management Fees 0.60%, Other Expenses 0.14%, and Total Fund Operating
        Expenses 0.74%.



   (d)  On 2/8/00, shareholders approved a merger and reorganization that
        combined the fund with the Templeton International Equity Fund,
        effective 5/01/00. The shareholders of that fund had approved new
        management fees, which apply to the combined fund effective 5/1/00. The
        table shows restated total expenses based on the new fees and the assets
        of the fund as of 12/31/99, and not the assets of the combined fund.
        However, if the table reflected both the new fees and the combined
        assets, the fund's expenses after 5/1/00 would be estimated as:
        Management Fees 0.65%, Other Expenses 0.20%, and Total Fund Operating
        Expenses 0.85%.


                                                                              21
<PAGE>
                    SURRENDER CHARGE

                    Upon surrender of a Policy, a surrender charge may apply, as
                    described below. This charge is in part a deferred sales
                    charge and in part a recovery of certain first year
                    administrative costs. (See "Appendix 3 -- Illustration of
                    Surrender Charges".)

                    The initial Surrender Charge, as specified in the Policy, is
                    based on the Initial Specified Amount and the amount of
                    Premium Payments during the first two Policy Years. Once
                    determined, the Surrender Charge will remain the same dollar
                    amount during the third through fifth Policy Years.
                    Thereafter, it declines monthly at a rate of 20% per year so
                    that after the end of the tenth Policy Year (assuming no
                    increases in the Specified Amount) the Surrender Charge will
                    be zero. Thus, the Surrender Charge at the end of the sixth
                    Policy Year would be 80% of the Surrender Charge at the end
                    of the fifth Policy Year, at the end of the seventh Policy
                    Year would be 60% of the Surrender Charge at the end of the
                    fifth Policy Year, and so forth. However, in no event will
                    the Surrender Charge exceed the maximum allowed by state or
                    federal law.

                    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 will be sent to the Owner
                    upon an increase in Specified Amount reflecting the maximum
                    additional Surrender Charge in the Table of Surrender
                    Charges. As of the date of this Prospectus, the minimum
                    allowable increase in Specified Amount is $1,000. Lincoln
                    Life 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 is imposed, allocated pro-rata
                    among the Sub-Accounts (and, where applicable, the Fixed
                    Account) from which the partial surrender proceeds are taken
                    unless the Owner instructs Lincoln Life otherwise.

                    The portion of the Surrender Charge applied to reimburse
                    Lincoln Life for sales and promotional expense is at most
                    28.5% of the sum of Premium Payments in the first two Policy
                    Years up to one Guideline Annual Premium, plus 8.5% of
                    Premium Payments in the first two Policy Years between one
                    and two times one Guideline Annual Premium plus 7.5% of
                    Premium Payments in the first two Policy Years in excess of
                    two times one Guideline Annual Premium. The portion
                    applicable to administrative expense is $6.00 per $1,000 of
                    Initial Specified Amount. Under certain circumstances
                    involving the payment of very large premiums during the
                    first two Policy Years, a lesser portion of the Surrender
                    Charge will be applied to reimburse us for sales and
                    promotional expense, if and to the extent required by state
                    law. Any surrenders may result in tax implications. (See
                    "Tax Issues".)

                    Based on its actuarial determination, Lincoln Life does not
                    anticipate that the Surrender Charge will cover all sales
                    and administrative expenses which Lincoln Life 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.

22
<PAGE>
                    REDUCTION OF CHARGES -- PURCHASES ON A CASE BASIS

                    This Policy is available for purchases by corporations and
                    other groups or sponsoring organizations on a Case basis.
                    Lincoln Life reserves 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 Lincoln Life believes to be relevant to
                    the expected reduction of its expenses. Some of these
                    reductions may be guaranteed and others may be subject to
                    withdrawal or modification by Lincoln Life on a uniform Case
                    basis. Reductions in these charges will not be unfairly
                    discriminatory against any person, including the affected
                    Policy Owners funded by Lincoln Life Flexible Premium
                    Variable Life Account M.

POLICY VALUES

                    ACCUMULATION VALUE

                    Once a Policy has been issued, each Net Premium Payment
                    allocated to a Sub-Account of the Separate Account is
                    credited in the form of Accumulation Units, representing the
                    Fund in which assets of that Sub-Account are invested. An
                    Accumulation Unit is a unit of measure used to calculate the
                    value of each Sub-Account. Each Net Premium Payment will be
                    credited to the Policy as of the end of the Valuation Period
                    in which it is received at our Administrative Office (or
                    portion thereof allocated to a particular Sub-Account). The
                    number of Accumulation Units credited is determined by
                    dividing the Net Premium Payment by the value of an
                    Accumulation Unit next computed after receipt. Since each
                    Sub-Account has a unique Accumulation Unit value, a Policy
                    Owner who has elected a combination of funding options will
                    have Accumulation Units credited from more than one source.

                    The Accumulation Value of a Policy is the sum of the Fixed
                    Account Value, Separate Account Value and Loan Account
                    Value. It is determined by: (a) multiplying the total number
                    of Accumulation Units credited to the Policy for each
                    applicable Sub-Account by its appropriate current
                    Accumulation Unit value; (b) if a combination of
                    Sub-Accounts is elected, totaling the resulting values; and
                    (c) adding any values attributable to the General Account
                    (i.e., the Fixed Account Value and the Loan Account Value).

                    The number of Accumulation Units credited to a Policy will
                    not be changed by any subsequent change in the value of an
                    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.

                    The Fixed Account Value reflects amounts allocated to the
                    General Account through payment of premiums or transfers
                    from the Separate Account. The Fixed Account Value is
                    guaranteed; however, there is no assurance that the Separate
                    Account Value of the Policy will equal or exceed the Net
                    Premium Payments allocated to the Separate Account.

                    You will be advised at least annually as to the number of
                    Accumulation Units which remain credited to the Policy, the
                    current Accumulation Unit values, the Separate Account
                    Value, the Fixed Account Value and the Loan Account Value.

                    Accumulation Value will be affected by Monthly Deductions.

                                                                              23
<PAGE>
                    VARIABLE ACCUMULATION UNIT VALUE

                    The Accumulation Unit value for each Sub-Account was or will
                    be arbitrarily established at the inception of the
                    Sub-Account. It may increase or decrease from Valuation
                    Period to Valuation Period. The Accumulation Unit value for
                    a Sub-Account for any later Valuation Period is determined
                    as follows:
                       (1)The total value of Fund shares held in the Sub-Account
                          is calculated by multiplying the number of Fund shares
                          owned by the Sub-Account at the beginning of the
                          Valuation Period by the net asset value per share of
                          the Fund at the end of the Valuation Period, and
                          adding any dividend or other distribution of the Fund
                          if an ex-dividend date occurs during the Valuation
                          Period; minus
                       (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 (2) is divided by the number of
                          Sub-Account units outstanding at the beginning of the
                          Valuation Period.

                    The daily charges imposed on a Sub-Account for any Valuation
                    Period are equal to the daily mortality and expense risk
                    charge plus any applicable daily administrative charge
                    multiplied by the number of calendar days in the Valuation
                    Period.

                    SURRENDER VALUE

                    The Surrender Value of a Policy is the amount the Owner can
                    receive in cash by surrendering the Policy. This equals the
                    Net Accumulation Value minus the applicable Surrender
                    Charge. All or part of the Surrender Value may be applied to
                    one or more of the Settlement Options. (See "Surrender
                    Charge.")

SURRENDERS

                    There may be adverse tax consequences associated with
                    surrenders from the Policy. (See "Tax Issues")

                    PARTIAL SURRENDERS

                    A partial surrender may be made at any time by written
                    request to our Administrative Office during the lifetime of
                    the Insured and while the Policy is in force. Such request
                    may also be made by telephone if telephone transfers have
                    been previously authorized in writing. A $25 transaction fee
                    is charged.

                    The amount of a partial surrender may not exceed 90% of the
                    Surrender Value at the end of the Valuation Period in which
                    the election becomes or would become effective, and may not
                    be less than $500.

                    For an Option 1 Policy (See "Death Benefit"): A partial
                    surrender will reduce the Accumulation Value, Death Benefit,
                    and Specified Amount. The Specified Amount and Accumulation
                    Value will be reduced by equal amounts and will reduce any
                    past increases in the reverse order in which they occurred.

                    For an Option 2 Policy (See "Death Benefit"): A partial
                    surrender will reduce the Accumulation Value and the Death
                    Benefit, but it will not reduce the Specified Amount.

                    The Specified Amount remaining in force after a partial
                    surrender may not be less than $100,000. Any request for a
                    partial surrender that would reduce the Specified Amount
                    below this amount will not be granted. In addition, if,
                    following the partial surrender and

24
<PAGE>
                    the corresponding decrease in the Specified Amount, the
                    Policy would not comply with the maximum premium limitations
                    required by federal tax law, the decrease may be limited to
                    the extent necessary to meet the federal tax law
                    requirements.

                    If, at the time of a partial surrender, the Net Accumulation
                    Value is attributable to more than one funding option, the
                    $25 transaction fee and the amount paid upon the surrender
                    will be taken proportionately from the values in each
                    funding option, unless you and we agree otherwise.

                    FULL SURRENDERS

                    A full surrender may be made at any time. We will pay the
                    Surrender Value next computed after receiving your written
                    request at our Administrative Office in a form satisfactory
                    to us. Payment of any amount from the Separate Account on a
                    full surrender will usually be made within seven calendar
                    days thereafter. If the owner makes a full surrender all
                    coverage under the policy will automatically terminate and
                    may not be reinstated.

                    DEFERRAL OF PAYMENT AND TRANSFERS

                    Payment of loans or of the surrendered amount from the
                    Separate Account may be postponed when the New York Stock
                    Exchange is closed and for such other periods as the
                    Commission may require. Payment or transfer from the Fixed
                    Account may be deferred up to six months at our option. If
                    Lincoln Life exercises its right to defer such payment or
                    transfer, interest will be added as required by law.

LAPSE AND REINSTATEMENT

                    LAPSE OF A POLICY; EFFECT OF GUARANTEED DEATH BENEFIT
                    PROVISION

                    A Policy will not lapse during the five-year period after
                    its Issue Date regardless of investment performance if, on
                    each Monthly Anniversary Day within that period the sum of
                    premiums paid equals or exceeds the required amount of the
                    Guaranteed Initial Death Benefit Premium for that period,
                    assuming there have been no loans or partial surrenders. If
                    there have been any loans or partial surrenders, the Policy
                    may lapse unless there is sufficient Net Accumulation Value
                    to cover the Monthly Deduction.

                    After the five-year period expires, and depending on the
                    investment performance of the funding options, the Net
                    Accumulation Value may be insufficient to keep this Policy
                    in force, and payment of an additional premium may be
                    necessary.

                    If the guaranteed Death Benefit Provision is not in effect,
                    the Policy lapses and all coverage under the Policy
                    automatically terminates, if a Monthly Deduction is greater
                    than the Net Accumulation Value and no payment to cover the
                    Monthly Deduction is made within the Grace Period. We will
                    send you a lapse notice at least 31 days before the Grace
                    Period expires.

                    REINSTATEMENT OF A LAPSED POLICY

                    You can apply for reinstatement at any time during the
                    Insured's lifetime if the Policy was not surrendered for
                    cash. To reinstate a Policy, we will require satisfactory
                    evidence of insurability and an amount sufficient to pay for
                    the current Monthly Deduction plus two additional Monthly
                    Deductions.

                    If the Policy is reinstated within five years of the Issue
                    Date, all values including the Loan Account Value will be
                    reinstated to the point they were on the date of lapse.
                    However, the Guaranteed Initial Death Benefit Option will
                    not be reinstated.

                                                                              25
<PAGE>
                    If the Policy is reinstated after five years following the
                    Issue Date, it will be reinstated on the Monthly Anniversary
                    Day following our approval. The Accumulation Value at
                    reinstatement will be the Net Premium Payment then made less
                    the Monthly Deduction due that day.

                    If the Accumulation 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.

POLICY LOANS

                    A Policy loan requires that a loan agreement be executed and
                    that the Policy be assigned to us. The loan may be for any
                    amount up to 100% of the Surrender Value; however, we may
                    limit the amount of such loan so that total Policy
                    indebtedness will not exceed 90% of an amount equal to the
                    Accumulation Value less the Surrender Charge which would be
                    imposed on a full surrender. The minimum loan amount is
                    $500. If Policy values are held in more than one funding
                    option, withdrawals from each funding option will be made in
                    proportion to the assets in each funding option at the time
                    of the loan for transfer to the Loan Account, unless we are
                    instructed otherwise in writing at our Administrative
                    Office.

                    The Loan Account is where policy indebtedness (outstanding
                    loans and loan interest) accrues once it is transferred out
                    of the Fixed Account and the Sub-Accounts. The Loan Account
                    is part of Lincoln Life's General Account. The Loan Account
                    Value is equal to the sum of all outstanding loans and loan
                    interest.

                    Interest charged on loans is payable by you and will accrue
                    at an annual rate of 8%. Loan interest is payable once a
                    year in arrears on each policy anniversary, or earlier upon
                    full surrender or other payment of proceeds of a Policy. Any
                    interest not paid when due becomes part of the loan and the
                    interest will be withdrawn proportionately from the values
                    in each funding option.

                    We will credit interest on the Loan Account Value. During
                    the first ten Policy Years, our current practice is to
                    credit interest at an annual rate equal to the interest rate
                    charged on the loan minus 1% (guaranteed not to exceed 2%).
                    Beginning with the eleventh Policy Year, our current
                    practice is to credit interest at an annual rate equal to
                    the interest rate charged on the loan, less .25% annually
                    (guaranteed not to exceed 1%). In no case will the annual
                    credited interest rate be less than 6% in each of the first
                    ten Policy Years and 7% thereafter. Interest paid will be
                    allocated among the funding options according to current Net
                    Premium Payment allocations.

                    Repayments on the loan will be allocated among the funding
                    options according to current Net Premium Payment
                    allocations. The Loan Account Value will be reduced by the
                    amount of any loan repayment.

                    A Policy loan, whether or not repaid, will affect the
                    proceeds payable upon the Insured's death and the
                    Accumulation Value because the investment results of the
                    Separate Account or the Fixed Account will apply only to the
                    non-loaned portion of the Accumulation Value. The longer a
                    loan is outstanding, the greater the effect is likely to be.
                    Depending on the investment results of the Separate Account
                    or the Fixed Account while the loan is outstanding, 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 charge,
                    the Policy will terminate without value subject to the
                    conditions in the Grace Period provision.

26
<PAGE>
                    If a Policy lapses while a loan is outstanding, adverse tax
                    consequences may result. (See "Tax Matters -- Policy
                    Proceeds.")

SETTLEMENT OPTIONS

                    Death Benefit proceeds in the form of Settlement Options are
                    payable by Lincoln Life at the Beneficiary's election upon
                    the Insured's death, or while the Insured is alive upon
                    election by the Owner of one of the Settlement Options.
                    Settlement Options are available if the Owner chooses to
                    surrender the Policy.

                    A written request may be made to elect, change, or revoke a
                    Settlement Option before payments begin under any Settlement
                    Option. This request must be in form satisfactory to us, and
                    will take effect upon its receipt at our Administrative
                    Office. The first payment under the Settlement Option
                    selected will become payable on the date proceeds are
                    settled under the option. Payments after the first payment
                    will be made 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.

                    FIRST OPTION -- Payments for the lifetime of the payee.

                    SECOND OPTION -- Payments for the lifetime of the payee,
                    guaranteed for 60, 120, 180, or 240 months;

                    THIRD OPTION -- Payment for a stated number of years, at
                    least five but no more than thirty;

                    FOURTH OPTION -- Payment of interest annually on the sum
                    left with us at a rate of at least 3% per year, and upon the
                    payee's death the amount on deposit will be paid.

                    ADDITIONAL OPTIONS -- Policy proceeds may also be settled
                    under any other method of settlement offered by us at the
                    time the request is made.

OTHER POLICY PROVISIONS

                    ISSUANCE

                    A Policy may only be issued upon receipt of satisfactory
                    evidence of insurability, and generally only where the
                    Insured is below the age of 80.

                    EFFECTIVE DATE OF COVERAGE

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

                    SHORT-TERM RIGHT TO CANCEL THE POLICY

                    A Policy may be returned for cancellation and a full refund
                    of premium within 10 days after the Policy is received,
                    unless otherwise stipulated by state law requirements,
                    within 10 days after we mail or personally deliver a Notice
                    of Withdrawal Right to you, or within 45 days after the
                    application for the Policy is signed, whichever occurs
                    latest. The Initial Premium Payment made when the Policy is
                    issued will be held in the Fixed Account and not allocated
                    to the Separate Account even if you may have so directed
                    until three business days following the expiration of the
                    Right-to-Examine Period. If you return the Policy for
                    cancellation in a timely fashion, the refund of premiums
                    paid, without interest, will usually occur within seven days
                    of notice of cancellation, although a refund of premiums
                    paid by check may be delayed until the check clears.

                                                                              27
<PAGE>
                    POLICY OWNER

                    The Owner on the Date of Issue will be the person designated
                    in the Policy Specifications as having all ownership rights
                    under the Policy.

                    The Insured is the person on whose life the Policy is
                    issued. While the Insured is living, all rights in this
                    Policy are vested in the Policy Owner named in the
                    application or as subsequently changed, subject to
                    assignment, if any.

                    You may name a new Policy Owner while the Insured is living.
                    Any such change in ownership must be in a written form
                    satisfactory to us and recorded at our Administrative
                    Office. Once recorded, the change will be effective as of
                    the date signed; however, the change will not affect any
                    payment made or action we take before it was recorded. We
                    may require that the Policy be submitted for endorsement
                    before making a change.

                    If the Policy Owner is other than the Insured, names no
                    contingent Policy Owner and dies before the Insured, the
                    Policy Owner's rights in this Policy belong to the Policy
                    Owner's estate.

                    BENEFICIARY

                    The Beneficiary(ies) shall be as named in the application or
                    as subsequently changed, subject to assignment, if any.

                    You may name a new Beneficiary while the Insured is living.
                    Any change must be in a written form satisfactory to us and
                    recorded at our Administrative Office. Once recorded, the
                    change will be effective as of the date signed; however, the
                    change will not affect any payment made or action taken by
                    us before it was recorded.

                    If any Beneficiary predeceases the Insured, that
                    Beneficiary's interest passes to any surviving
                    Beneficiary(ies), unless otherwise provided. Multiple
                    Beneficiaries will be paid in equal shares, unless otherwise
                    provided. If no named Beneficiary survives the Insured, the
                    death proceeds shall be paid to you or your executor(s),
                    administrator(s) or assigns.

                    ASSIGNMENT

                    While the Insured is living, you may assign your rights in
                    the Policy. The assignment must be in writing, signed by you
                    and recorded at our Administrative Office. No assignment
                    will affect any payment made or action taken by us before it
                    was recorded. We are not responsible for any assignment not
                    submitted for recording, or for the sufficiency or validity
                    of any assignment. The assignment will be subject to any
                    indebtedness owed to us before it was recorded.

                    RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY

                    You may, within the first two Policy Years, exchange the
                    Policy for a permanent life insurance policy then being
                    offered by us. The benefits for the new policy will not vary
                    with the investment experience of a separate account. The
                    exchange must be elected within 24 months from the Issue
                    Date. No evidence of insurability will be required.

                    The Policy Owner, the Insured and the Beneficiary under the
                    new policy will be the same as those under the exchanged
                    Policy on the effective date of the exchange. The
                    Accumulation Value under the new Policy will be equal to the
                    Accumulation Value under the old Policy on the date the
                    exchange request is received. The new policy will have a

28
<PAGE>
                    Death Benefit on the exchange date not more than the Death
                    Benefit of the original Policy immediately prior to the
                    exchange date. If the Accumulation Value is insufficient to
                    support the Death Benefit, you will be required to make
                    additional Premium Payments in order to effect the exchange.
                    The new policy will have the Issue Date and Issue Age as of
                    the exchange date. The initial Specified Amount and any
                    increases in Specified Amount will have the same rate class
                    as those of the original Policy. Any indebtedness may be
                    transferred to the new policy.

                    The exchange may be subject to an equitable adjustment in
                    rates and values to reflect variances, if any, in the rates
                    and values between the two Policies. After adjustment, if
                    any excess is owed you, we will pay the excess in cash. The
                    exchange may be subject to federal income tax withholding.

                    INCONTESTABILITY

                    We will not contest payment of the death proceeds based on
                    the Initial Specified Amount after the Policy has been in
                    force during the Insured's lifetime for two years from the
                    Issue Date. For any increase in Specified Amount requiring
                    evidence of insurability, we will not contest payment of the
                    death proceeds based on such an increase after it has been
                    in force during the Insured's lifetime for two years from
                    its effective date.

                    MISSTATEMENT OF AGE OR SEX

                    The Issue Age is the age of the Insured, to the nearest
                    birthday, on the Issue Date, the date on which the Policy
                    becomes effective. This date is shown on the Policy
                    Specifications.

                    If the age or sex of the Insured has been misstated, the
                    affected benefits will be adjusted. The amount of the Death
                    Benefit will be 1. multiplied by 2. and then the result
                    added to 3. where:

                    1. is the Net Amount at Risk (Death Benefit minus
                       outstanding loans, if any, minus the Accumulation Value)
                       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 sex in the policy month of death; and

                    3. is the Accumulation Value at the time of the Insured's
                       death.

                    SUICIDE

                    If the Insured dies by suicide, while sane or insane, within
                    two years from the Issue Date, we will pay no more than the
                    sum of the premiums paid, less any indebtedness and the
                    amount of any partial surrenders. If the Insured dies by
                    suicide, while sane or insane, within two years from the
                    date an application is accepted for an increase in the
                    Specified Amount, we will pay no more than a refund of the
                    monthly charges for the cost of such additional benefit.

                    NONPARTICIPATING POLICIES

                    These are nonparticipating Policies on which no dividends
                    are payable. These Policies do not share in our profits or
                    surplus earnings.

                                                                              29
<PAGE>
                    RIDERS

                    A Waiver of Monthly Deduction Rider may be added to the
                    Policy. Under this rider, Lincoln Life will maintain the
                    Death Benefit by paying covered monthly deductions during
                    periods of disability. Charges for this rider, if elected,
                    are part of the Monthly Deductions. Rider availability may
                    vary by state. There may be a separate charge for any riders
                    that become part of the Policy.

TAX ISSUES

                    INTRODUCTION. The Federal income tax treatment of the policy
                    is complex and sometimes uncertain. The Federal income tax
                    rules may vary with your particular circumstances. This
                    discussion does not include all the Federal income tax
                    rules that may affect you and your policy, and is not
                    intended as tax advice. This discussion also does not
                    address other Federal tax consequences, or state or local
                    tax consequences, associated with the policy. As a result,
                    you should always consult a tax adviser about the
                    application of tax rules to your individual situation.

                    TAXATION OF LIFE INSURANCE CONTRACTS IN GENERAL


                    TAX STATUS OF THE POLICY. Section 7702 of the Code
                    establishes a statutory definition of life insurance for
                    Federal tax purposes. We believe that the policy will meet
                    the statutory definition of life insurance, which places
                    limitations on the amount of premium payments that may be
                    made and the contract values that can accumulate relative to
                    the death benefit. As a result, the death benefit payable
                    under the policy will generally be excludable from the
                    beneficiary's gross income, and interest and other income
                    credited under the policy will not be taxable unless certain
                    withdrawals are made (or are deemed to be made) from the
                    policy prior to the insured's death, as discussed below.
                    This tax treatment will only apply, however, if (1) the
                    investments of the Separate Account are "adequately
                    diversified" in accordance with Treasury Department
                    regulations, and (2) we, rather than you, are considered the
                    owner of the assets of the Separate Account for Federal
                    income tax purposes.


                    INVESTMENTS IN THE SEPARATE ACCOUNT MUST BE DIVERSIFIED. For
                    a policy to be treated as a life insurance contract for
                    Federal income tax purposes, the investments of the Separate
                    Account must be "adequately diversified." IRS regulations
                    define standards for determining whether the investments of
                    the Separate Account are adequately diversified. If the
                    Separate Account fails to comply with these diversification
                    standards, you could be required to pay tax currently on the
                    excess of the contract value over the contract premium
                    payments. Although we do not control the investments of the
                    subaccounts, we expect that the subaccounts will comply with
                    the IRS regulations so that the Separate Account will be
                    considered "adequately diversified."

                    RESTRICTION ON INVESTMENT OPTIONS. Federal income tax law
                    limits your right to choose particular investments for the
                    policy. Because the IRS has not issued guidance specifying
                    those limits, the limits are uncertain and your right to
                    allocate contract values among the subaccounts may exceed
                    those limits. If so, you would be treated as the owner of
                    the assets of the Separate Account and thus subject to
                    current taxation on the income and gains from those assets.
                    We do not know what limits may be set by the IRS in any
                    guidance that it may issue and whether any such limits will
                    apply to existing policies. We reserve the right to modify
                    the policy without your consent to try to prevent the tax
                    law from considering you as the owner of the assets of the
                    Separate Account.

30
<PAGE>
                    NO GUARANTEES REGARDING TAX TREATMENT. We make no guarantee
                    regarding the tax treatment of any policy or of any
                    transaction involving a policy. However, the remainder of
                    this discussion assumes that your policy will be treated as
                    a life insurance contract for Federal income tax purposes
                    and that the tax law will not impose tax on any increase in
                    your contract value until there is a distribution from your
                    policy.

                    TAX TREATMENT OF LIFE INSURANCE DEATH BENEFIT PROCEEDS. In
                    general, the amount of the death benefit payable from a
                    policy because of the death of the insured is excludable
                    from gross income. Certain transfers of the policy for
                    valuable consideration, however, may result in a portion of
                    the death benefit being taxable. If the death benefit is not
                    received in a lump sum and is, instead, applied under one of
                    the settlement options, payments generally will be prorated
                    between amounts attributable to the death benefit which will
                    be excludable from the beneficiary's income and amounts
                    attributable to interest (accruing after the insured's
                    death) which will be includible in the beneficiary's income.


                    TAX DEFERRAL DURING ACCUMULATION PERIOD. Under existing
                    provisions of the Code, except as described below, any
                    increase in your contract value is generally not taxable to
                    you unless amounts are received (or are deemed to be
                    received) from the policy prior to the insured's death. If
                    there is a total withdrawal from the policy, the surrender
                    value will be includible in your income to the extent the
                    amount received exceeds the "investment in the contract."
                    (If there is any debt at the time of a total withdrawal,
                    such debt will be treated as an amount received by the
                    owner.) The "investment in the contract" generally is the
                    aggregate amount of premium payments and other consideration
                    paid for the policy, less the aggregate amount received
                    under the policy previously to the extent such amounts
                    received were excludable from gross income. Whether partial
                    withdrawals (or other amounts deemed to be distributed) from
                    the policy constitute income to you depends, in part, upon
                    whether the policy is considered a "modified endowment
                    contract" (a "MEC") for Federal income tax purposes.


                    POLICIES WHICH ARE MECS


                    CHARACTERIZATION OF A POLICY AS A MEC. A policy will be
                    classified as a MEC if premiums are paid more rapidly than
                    allowed by a "7-pay test" under the tax law or if the policy
                    is received in exchange for another policy that is a MEC. In
                    addition, even if the policy initially is not a MEC, it may
                    in certain circumstances become a MEC. These circumstances
                    would include a later increase in benefits, any other
                    material change of the policy (within the meaning of the tax
                    law), and a withdrawal or reduction in the death benefit
                    during the first seven contract years.


                    TAX TREATMENT OF WITHDRAWALS, LOANS, ASSIGNMENTS AND PLEDGES
                    UNDER MECS. If the policy is a MEC, withdrawals from the
                    policy will be treated first as withdrawals of income and
                    then as a recovery of premium payments. Thus, withdrawals
                    will be includible in income to the extent the contract
                    value exceeds the investment in the policy. The Code treats
                    any amount received as a loan under a policy, and any
                    assignment or pledge (or agreement to assign or pledge) any
                    portion of your contract value, as a withdrawal of such
                    amount or portion. Your investment in the policy is
                    increased by the amount includible in income with respect to
                    such assignment, pledge, or loan.

                    PENALTY TAXES PAYABLE ON WITHDRAWALS. A 10% penalty tax may
                    be imposed on any withdrawal (or any deemed distribution)
                    from your MEC which you must include in your gross income.
                    The 10% penalty tax does not apply if one of several
                    exceptions exists.

                                                                              31
<PAGE>
                    These exceptions include withdrawals or surrenders that: you
                    receive on or after you reach age 59 1/2, you receive
                    because you became disabled (as defined in the tax law), or
                    you receive as a series of substantially equal periodic
                    payments for your life (or life expectancy).

                    SPECIAL RULES IF YOU OWN MORE THAN ONE MEC. In certain
                    circumstances, you must combine some or all of the life
                    insurance contracts which are MECs that you own in order to
                    determine the amount of withdrawal (including a deemed
                    withdrawal) that you must include in income. For example, if
                    you purchase two or more MECs from the same life insurance
                    company (or its affiliates) during any calendar year, the
                    Code treats all such policies as one contract. Treating two
                    or more policies as one contract could affect the amount of
                    a withdrawal (or a deemed withdrawal) that you must include
                    in income and the amount that might be subject to the 10%
                    penalty tax described above.

                    POLICIES WHICH ARE NOT MECS


                    TAX TREATMENT OF WITHDRAWALS. If the policy is not a MEC,
                    the amount of any withdrawal from the policy will generally
                    be treated first as a non-taxable recovery of premium
                    payments and then as income from the policy. Thus, a
                    withdrawal from a policy that is not a MEC will not be
                    includible in income except to the extent it exceeds the
                    investment in the policy immediately before the withdrawal.


                    CERTAIN DISTRIBUTIONS REQUIRED BY THE TAX LAW IN THE FIRST
                    15 POLICY YEARS.Section 7702 places limitations on the
                    amount of premium payments that may be made and the contract
                    values that can accumulate relative to the death benefit.
                    Where cash distributions are required under Section 7702 in
                    connection with a reduction in benefits during the first 15
                    years after the policy is issued (or if withdrawals are made
                    in anticipation of a reduction in benefits, within the
                    meaning of the tax law, during this period), some or all of
                    such amounts may be includible in income. A reduction in
                    benefits may occur when the face amount is decreased,
                    withdrawals are made, and in certain other instances.

                    TAX TREATMENT OF LOANS. If your policy is not a MEC, a loan
                    you receive under the policy is generally treated as your
                    indebtedness. As a result, no part of any loan under such a
                    policy constitutes income to you so long as the policy
                    remains in force. Nevertheless, in those situations where
                    the interest rate credited to the loan account equals the
                    interest rate charged to you for the loan, it is possible
                    that some or all of the loan proceeds may be includible in
                    your income. If a policy lapses (or if all contract value is
                    withdrawn) when a loan is outstanding, the amount of the
                    loan outstanding will be treated as withdrawal proceeds for
                    purposes of determining whether any amounts are includible
                    in your income.

                    OTHER CONSIDERATIONS

                    INSURED LIVES PAST AGE 100. If the insured survives beyond
                    the end of the mortality table used to measure charges under
                    the policy, which ends at age 100, we believe the policy
                    will continue to qualify as life insurance for Federal tax
                    purposes. However, there is some uncertainty regarding this
                    treatment, and it is possible that you would be viewed as
                    constructively receiving the cash value in the year the
                    insured attains age 100.

                    COMPLIANCE WITH THE TAX LAW. We believe that the maximum
                    amount of premium payments we have determined for the
                    policies will comply with the Federal tax definition

32
<PAGE>
                    of life insurance. We will monitor the amount of premium
                    payments, and, if the premium payments during a contract
                    year exceed those permitted by the tax law, we will refund
                    the excess premiums within 60 days of the end of the policy
                    year and will pay interest and other earnings (which will be
                    includible in income subject to tax) as required by law on
                    the amount refunded. We also reserve the right to increase
                    the death benefit (which may result in larger charges under
                    a policy) or to take any other action deemed necessary to
                    maintain compliance of the policy with the Federal tax
                    definition of life insurance.

                    DISALLOWANCE OF INTEREST DEDUCTIONS. If an entity (such as a
                    corporation or a trust, not an individual) purchases a
                    policy or is the beneficiary of a policy issued after
                    June 8, 1997, a portion of the interest on indebtedness
                    unrelated to the policy may not be deductible by the entity.
                    However, this rule does not apply to a policy owned by an
                    entity engaged in a trade or business which covers the life
                    of an individual who is a 20-percent owner of the entity, or
                    an officer, director, or employee of the trade or business,
                    at the time first covered by the policy. This rule also does
                    not apply to a policy owned by an entity engaged in a trade
                    or business which covers the joint lives of the 20% owner of
                    the entity and the owner's spouse at the time first covered
                    by the policy.

                    FEDERAL INCOME TAX WITHHOLDING. We will withhold and remit
                    to the IRS a part of the taxable portion of each
                    distribution made under a policy unless you notify us in
                    writing at or before the time of the distribution that tax
                    is not to be withheld. Regardless of whether you request
                    that no taxes be withheld or whether the Company withholds a
                    sufficient amount of taxes, you will be responsible for the
                    payment of any taxes and early distribution penalties that
                    may be due on the amounts received. You may also be required
                    to pay penalties under the estimated tax rules, if your
                    withholding and estimated tax payments are insufficient to
                    satisfy your total tax liability.

                    CHANGES IN THE POLICY OR CHANGES IN THE LAW. Changing the
                    owner, exchanging the contract, and other changes under the
                    policy may have tax consequences (in addition to those
                    discussed herein) depending on the circumstances of such
                    change. The above discussion is based on the Code, IRS
                    regulations, and interpretations existing on the date of
                    this Prospectus. However, Congress, the IRS, and the courts
                    may modify these authorities, sometimes retroactively.

                    TAX STATUS OF LINCOLN LIFE

                    Under existing Federal income tax laws, Lincoln Life does
                    not pay tax on investment income and realized capital gains
                    of the Separate Account. Lincoln Life does not expect that
                    it will incur any Federal income tax liability on the income
                    and gains earned by the Separate Account. We, therefore, do
                    not impose a charge for Federal income taxes. If Federal
                    income tax law changes and we must pay tax on some or all of
                    the income and gains earned by the Separate Account, we may
                    impose a charge against the Separate Account to pay the
                    taxes.

OTHER MATTERS

                    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.

                                                                              33
<PAGE>

<TABLE>
<CAPTION>
                                    NAME, ADDRESS AND
                               POSITION(S) WITH REGISTRANT        PRINCIPAL OCCUPATIONS LAST FIVE YEARS
                            ----------------------------------  ------------------------------------------
                            <S>                                 <C>
                            NANCY J. ALFORD                     Vice President [4/96 -- present],
                            VICE PRESIDENT                      formerly; Second Vice President [1/90 --
                                                                4/96], The Lincoln National Life Insurance
                                                                Company.
                            ROLAND C. BAKER                     Vice President [1/95 -- present] The
                            VICE PRESIDENT                      Lincoln National Life Insurance Company,
                            1801 S. Meyers Rd.                  President and Director, First Penn Pacific
                            Oakbrook Terrace, IL                Life Insurance Company.
                            60181
                            JON A. BOSCIA                       President, Chief Executive Officer and
                            PRESIDENT AND                       Director, Lincoln National Corporation
                            DIRECTOR                            [1/98 -- present], Formerly: President,
                            1500 Market Street                  Chief Executive Officer and Director
                            Suite 3900                          [10/96 - 1/98] and President and Chief
                            Philadelphia, PA                    Operating Officer [5/94-10/96], The
                            19102                               Lincoln National Life Insurance Company.
                            JOHN H. GOTTA                       Chief Executive Officer of Life Insurance,
                            CHIEF EXECUTIVE                     Senior Vice President and Assistant
                            OFFICER OF LIFE                     Secretary [12/99 -- present] The Lincoln
                            INSURANCE, SENIOR                   National Life Insurance Company. Formerly:
                            VICE PRESIDENT AND                  Senior Vice President and and Assistant
                            ASSISTANT SECRETARY                 Secretary [4/98 -- 12/99]; Senior Vice
                            350 Church Street                   President [2/98 -- 4/98]; Vice President
                            Hartford, CT 06103                  and General Manager [1/98-2/98] The
                                                                Lincoln National Life Insurance Co.
                                                                Formerly: Senior Vice Vice President,
                                                                Connecticut General Life Insurance Company
                                                                [3/96-12/97]; Vice President, Connecticut
                                                                (Massachusetts Mutual) Mutual Life
                                                                Insurance Company [8/94-3/96].
                            J. MICHAEL HEMP                     President and Director [7/97 -- Present],
                            SENIOR VICE PRESIDENT               Lincoln Financial Advisors Inc.; Senior
                            350 Church Street                   Vice President [formerly Vice
                            Hartford, CT 06103                  President][10/95 -- present], The Lincoln
                                                                National Life Insurance Company.
                            STEPHEN H. LEWIS                    Interim Chief Executive Officer of
                            INTERIM CHIEF                       Annuities and Senior Vice President,
                            EXECUTIVE OFFICER                   [12/99-present]. Formerly: Senior Vice
                            AND SENIOR VICE                     President, [5/94 -- 12/99] The Lincoln
                            PRESIDENT OF ANNUITIES              National Life Insurance Company.
                            H. THOMAS MCMEEKIN                  President and Director 5/94-present,
                            DIRECTOR                            Lincoln Investment Management, Inc.
                            One Commerce Square
                            2005 Market Street
                            Philadelphia, PA 19103
                            GARY W. PARKER                      Senior Vice President [4/00 -- present],
                            SENIOR VICE PRESIDENT               Vice President Product
                            350 Church Street                   Management,[7/98-4/00] The Lincoln
                            Hartford, CT 06103                  National Life Insurance Company. Formerly:
                                                                Senior Vice President, Life Products
                                                                [10/97 --6/98]; Marketing Services [9/89
                                                                -10/97] Life of Virginia.
                            LAWRENCE T. ROWLAND                 Executive Vice President [10/96-present]
                            EXECUTIVE VICE                      Formerly: Senior Vice President
                            PRESIDENT AND                       [1/93-10/96], The Lincoln National Life
                            DIRECTOR                            Insurance Company. Chairman, Chief
                            One Reinsurance Place               Executive Officer, President and Director
                            1700 Magnavox Way                   [10/96 -- present], Formerly: Senior Vice
                            Fort Wayne, IN 46802                President [10/95 -- 10/96]
</TABLE>

34
<PAGE>

<TABLE>
<CAPTION>
                                    NAME, ADDRESS AND
                               POSITION(S) WITH REGISTRANT        PRINCIPAL OCCUPATIONS LAST FIVE YEARS
                            ----------------------------------  ------------------------------------------
                            <S>                                 <C>
                            KEITH J. RYAN                       Vice President, Controller and Chief
                            VICE PRESIDENT,                     Accounting Officer [1/96-present] The
                            CONTROLLER AND                      Lincoln National Life Insurance Co.
                            CHIEF ACCOUNTING
                            OFFICER
                            TODD R. STEPHENSON                  Senior Vice President, Chief Financial
                            SENIOR VICE PRESIDENT,              Officer and Assistant Treasurer [3/99 --
                            CHIEF FINANCIAL OFFICER             present] The Lincoln National Life
                            AND ASSISTANT TREASURER             Insurance Company. Formerly: Senior Vice
                                                                President and Chief Operating Officer
                                                                [1/98-3/99] Lincoln Life & Annuity
                                                                Distributors, Inc.; Senior Vice President
                                                                and Chief Operating Officer [1/98-3/99]
                                                                Lincoln Financial Advisors Corp.; Senior
                                                                Vice President, Treasurer, Chief Financial
                                                                Officer and Director, American States
                                                                Insurance Co. [2/95-12/97].
                            RICHARD C. VAUGHAN                  Executive Vice President and Chief
                            DIRECTOR                            Financial Officer [1/95-present], The
                            Centre Square                       Lincoln National Life Insurance Company.
                            West Tower
                            1500 Market Street
                            Suite 3900
                            Philadelphia, PA 19102
                            MICHAEL R. WALKER                   Senior Vice President [1/98 -- present];
                            SENIOR VICE PRESIDENT               Vice President [1/96-1/98] The Lincoln
                            350 Church Street                   National Life Insurance Co. Formerly: Vice
                            Hartford, CT 06103                  President [3/93 -- 1/96] Employers Health
                                                                Insurance Company.
                            ROY V. WASHINGTON                   Vice President [7/96-present] formerly,
                            VICE PRESIDENT                      Associate Counsel [2/95-7/96] The Lincoln
                                                                National Life Insurance Company.
</TABLE>

                    DISTRIBUTION OF POLICIES

                    PRINCIPAL UNDERWRITER

                    Lincoln Life intends to offer the Policies 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. 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 life insurance agents for Lincoln Life,
                    are also registered representatives of Lincoln Financial
                    Advisors, Corp. (a registered broker-dealer affiliated with
                    Lincoln Life) or other broker-dealers. Gross first year
                    commissions paid by Lincoln Life, including expense
                    reimbursement allowances, on the sale of these Policies are
                    not more than 95% of Premium Payments. Gross renewal
                    commissions paid by Lincoln Life will not exceed 10% of
                    Premium Payments. The local agency receives additional
                    compensation on the first year required premium and all
                    additional premiums. In some situations, the local agency
                    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 Lincoln
                    Life's resources, which include certain charges made under
                    the Policy.

                                                                              35
<PAGE>
                    CHANGES OF INVESTMENT POLICY

                    Lincoln Life may materially change the investment policy of
                    the Separate Account. We must inform the Policy 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 Policy Owners or if it renders our
                    operations hazardous to the public. If you object, the
                    Policy may be converted to a substantially comparable fixed
                    benefit life insurance policy offered by us on the life of
                    the Insured. You have 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

                    Lincoln Life does presently and will, from time to time,
                    offer other variable annuity contracts and 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 our financial condition
                    as of the end of such year. Regulation by the Insurance
                    Department includes periodic examination to determine our
                    contract liabilities and reserves so that the Insurance
                    Department may certify the items are correct. 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.

                    REPORTS TO POLICY OWNERS

                    Lincoln Life maintains Policy records and will mail to each
                    Policy 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 the Fixed Account and in each
                    Sub-Account of the Separate Account, and any Loan Account
                    Value.

                    Policy Owners will also be sent annual reports containing
                    financial statements for the Separate Account and annual and
                    semi-annual reports of the Funds as required by the 1940
                    Act.

                    In addition, Policy Owners will receive statements of
                    significant transactions, such as changes in Specified
                    Amount, changes in Death Benefit Option, changes in future
                    premium allocation, transfers among Sub-Accounts, Premium
                    Payments, loans, loan repayments, reinstatement and
                    termination.

                    ADVERTISING

                    We are also 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 our financial strength or claims-paying
                    ability. 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 Lincoln Life or
                    the Policies. Furthermore,

36
<PAGE>
                    we may 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 advertisement.
                    Companies that belong to IMSA subscribe to a set of ethical
                    standards covering the various aspects of sales and services
                    for individually sold life insurance and annuities.

                    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 several 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 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 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.

                    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.

                    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.

                    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.

                                                                              37
<PAGE>
APPENDIX 1

                    CORRIDOR PERCENTAGES

<TABLE>
<CAPTION>
                             INSURED'S     CORRIDOR     INSURED'S      CORRIDOR
                            ATTAINED AGE  PERCENTAGE   ATTAINED 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>

38
<PAGE>
APPENDIX 2

                    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>

                                                                              39
<PAGE>
APPENDIX 3

                    ILLUSTRATION OF SURRENDER CHARGES

                    The Surrender Charge is calculated as (a) times (b), where
                    (a) is the sum of (i) a Deferred Sales Charge and (ii) a
                    Deferred Administrative Charge and (b) is the applicable
                    Surrender Charge Grading Factor. If the Specified Amount is
                    increased, a new Surrender Charge will be applicable, in
                    addition to any existing Surrender Charge.

                    Below are examples of Surrender Charge calculations, one
                    involving a level Specified Amount and one involving an
                    increase in the Specified Amount, followed by Definitions
                    and Tables used in the calculations.

                    EXAMPLE 1: A male nonsmoker, age 35, purchases a Policy with
                    a Specified Amount of $100,000 and a scheduled annual
                    premium of $1100. He now wants to surrender the Policy at
                    the end of the sixth Policy Year.

                    The Surrender Charge computed is as follows:

                    Sum of the premiums paid through the end of the second
                    Policy Year = $2200.00

                    Guideline Annual Premium Amount (Male, Age 35, $100,000
                    Specified Amount) = $1195.63

                    Surrender Charge =

<TABLE>
                            <S>                                                           <C>
                            (.285X$1195.63) + (.085X($2200-$1195.63)) = $340.75 + $85.37
                            =                                                             $ 426.12(i)
                            $6.00 per $1000 of Specified Amount                           $ 600.00(ii)
                                                                                          --------
                                                                                          $1026.12(a)
</TABLE>

                    The total Surrender Charge is $1026.12(a), times the
                    surrender charge grading factor,(b): ($1026.12 X 80%) =
                    $820.90.

                    EXAMPLE 2: A female nonsmoker, age 45, purchases a Policy
                    with an Initial Specified Amount of $200,000 and a scheduled
                    annual premium of $1500. She pays the scheduled annual
                    premium for the first five Policy Years. At the start of the
                    sixth Policy Year, she increases the Specified Amount to
                    $250,000 and continues to pay the scheduled annual premium
                    of $1500. She now wants to surrender the Policy at the end
                    of the eighth Policy Year. Separate Surrender Charges must
                    be calculated for the Initial Specified Amount and for the
                    increase in Specified Amount.

                    The Surrender Charges are computed as follows:

                    For the Initial Specified Amount,
                    Sum of the premiums paid through the end of the second
                    Policy Year = $3000.00

                    Guideline Annual Premium Amount (Female, Age 45, $200,000
                    Specified Amount = $2966.81
<TABLE>
                            <S>                                                           <C>
                            Surrender Charge for Initial Specified Amount =
                            (.285X$2966.81) +(.085X($3000.00-$2966.81)) = $845.54 +
                            $2.82 =                                                       $ 848.36(i)
                            $6.00 per $1000 of Initial Specified Amount                   $1200.00(ii)
                                                                                          --------
                                                                                          $2048.36(a)
</TABLE>

                    The total Surrender Charge for the Initial Specified Amount
                    is $2048.36,(a), times the applicable surrender charge
                    grading factor,(b): ($2048.36 X 40%) = $819.34.

40
<PAGE>
                    For the increase in Specified Amount;
                    Sum of the premiums in the first two years following the
                    increase in Specified Amount, applicable to the increase in
                    Specified Amount =
                    ($1500 X 2) X ($50,000 / $250,000) = $600.00.

                    Guideline Annual Premium Amount (Female, Age 50, $50,000
                    Specified Amount) = $993.68.
<TABLE>
                            <S>                                                           <C>
                            Surrender Charge for the increase in Specified Amount =
                            (.285 X $600.00)                                              $ 171.00(i)
                            $6.00 per $1000 of increase in Specified Amount               $ 300.00(ii)
                                                                                          --------
                                                                                          $ 471.00(a)
</TABLE>

                    The total Surrender Charge for the increase in the Specified
                    Amount is $471.00,(a), times the applicable surrender charge
                    grading factor,(b): ($471.00 X 100%) = $471.00

                    The overall Surrender Charge for the Policy is ($819.34 +
                    $471.00) = $1290.34.

                    DEFINITIONS AND TABLES

                    (a)(i) The Deferred Sales Charge is based on the actual
                           premium paid and the applicable Guideline Annual
                           Premium Amount, and is calculated assuming the
                           following:

<TABLE>
                                  <S>           <C>
                                  DURING POLICY YEAR:
                                  1 and 2       28.5% of the sum of the premiums paid up to an amount
                                                equal to the Guideline Annual Premium Amount,* plus
                                                8.5% of the sum of the premiums paid between one and
                                                two times the Guideline Annual Premium Amount, plus
                                                7.5% of the sum of the premiums paid in excess of two
                                                times the Guideline Annual Premium Amount.
                                  3 through 10  same dollar amount as of the end of Policy Year 2.
</TABLE>

                    In no event will the Deferred Sales Charge exceed the
                    maximum permitted under federal or state law.

                      (ii) The Deferred Administrative Charge is $6.00 per
                           $1,000 of Specified Amount.

                    (b) SURRENDER CHARGE GRADING FACTORS

<TABLE>
                                  <S>                        <C>
                                  Policy Years** 1-5         100%
                                  Policy Year 6               80%
                                  Policy Year 7               60%
                                  Policy Year 8               40%
                                  Policy Year 9               20%
                                  Policy Year 10               0%
</TABLE>

                    If a Surrender Charge becomes effective at other than the
                    end of a Policy Year, any applicable Surrender Charge
                    grading factor will be applied on a pro rata basis as of
                    such effective date.

                     * Guideline Annual Premium Amount is the level annual
                       amount that would be payable through the latest maturity
                       date permitted under the Policy but not less than 20
                       years after date of issue or (if earlier) age 95 for the
                       future benefits under the Policy, subject to the
                       following provisions: (A) the payments were fixed by the
                       Life Insurer as to both timing and amount; and (B) the
                       payments were based on the 1980 Commissioners Standard
                       Ordinary Mortality Table, net investment earnings at the
                       greater of an annual effective of 5% or rate or rates
                       guaranteed at issue of the policy, the sales load under
                       the policy, and the fees and charges specified in the
                       policy. A new Guideline Annual Premium Amount is
                       determined for each increase in Specified Amount under
                       the policy; in such event, "Policy Years" are measured
                       from the effective date(s) of such increase(s).

                    ** Number of Policy Years elapsed since the Date of Issue or
                       since the effective date(s) of any increase(s) in
                       Specified Amount.

                                                                              41
<PAGE>
APPENDIX 4

                    ILLUSTRATIONS OF ACCUMULATION VALUES, SURRENDER VALUES,
                    AND DEATH BENEFITS

                    The illustrations in this Prospectus have been prepared to
                    help show how values under the Policies change with
                    investment performance. The illustrations show how
                    Accumulation Values, Surrender Values and Death Benefits
                    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 Benefits 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 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 current mortality and expense risk charges are
                    equivalent to an annual effective rate of 0.80% of the daily
                    net asset value of the Separate Account. On each Policy
                    Anniversary beginning with the 13th, the mortality and
                    expense risk charge is reduced to 0.55% on an annual basis
                    of the daily net assets of the Separate Account. The
                    mortality and expense risk charge is guaranteed never to
                    exceed an annual effective rate of 0.90% of the daily net
                    asset value of the Separate Account. 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 0.80% 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, 1999.


                    Considering guaranteed 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
                    constant annual rates of -1.68%, 4.26% and 10.21%.


                    The illustrations also reflect the fact that Lincoln Life
                    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 standard. Policies issued on a
                    substandard basis would result in lower Accumulation Values
                    and Death Benefits than those illustrated.

                    The illustrations also reflect the fact that Lincoln Life
                    deducts a premium load from each Premium Payment. Current
                    and guaranteed values reflect a deduction of 5.0% of each
                    Premium Payment.

                    The Surrender Values shown in the illustrations reflect the
                    fact that Lincoln Life will deduct a Surrender Charge from
                    the Policy's Accumulation Value for any Policy surrendered
                    in full during the first ten years.

                    In addition, the illustrations reflect the fact that Lincoln
                    Life deducts a monthly administrative charge at the
                    beginning of each Policy Month. This monthly administrative
                    expense charge is $15 per month in the first year. Current
                    values reflect a current monthly administrative expense
                    charge of $5 in renewal years, and guaranteed values reflect
                    the $10 maximum monthly administrative charge under the
                    Policy in renewal years.

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

42
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  MALE    NONSMOKER    ISSUE AGE 45
                                  PREFERRED -- $6,576 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1
                                  GUARANTEED BASIS

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

          1                 6,905     500,000    500,000     500,000      3,739      4,033       4,329          0          0
          2                14,155     500,000    500,000     500,000      7,311      8,133       8,994      1,306      2,128
          3                21,767     500,000    500,000     500,000     10,647     12,230      13,956      4,642      6,225
          4                29,761     500,000    500,000     500,000     13,743     16,317      19,241      7,738     10,312
          5                38,153     500,000    500,000     500,000     16,579     20,373      24,863     10,574     14,368

          6                46,966     500,000    500,000     500,000     19,148     24,385      30,851     14,344     19,581
          7                56,219     500,000    500,000     500,000     21,412     28,312      37,206     17,809     24,709
          8                65,935     500,000    500,000     500,000     23,344     32,121      43,943     20,942     29,719
          9                76,136     500,000    500,000     500,000     24,906     35,769      51,072     23,705     34,568
         10                86,848     500,000    500,000     500,000     26,058     39,205      58,600     26,058     39,205

         15               148,996     500,000    500,000     500,000     24,755     51,917     103,491     24,755     51,917
         20               228,314     500,000    500,000     500,000      7,229     51,307     164,869      7,229     51,307
         25               329,546           0    500,000     500,000          0     20,650     252,858          0     20,650
         30               458,747           0          0     500,000          0          0     397,809          0          0

<S>                    <C>

  END OF
POLICY YEAR            GROSS 12%
         --            --------
          1                   0
          2               2,989
          3               7,951
          4              13,236
          5              18,858
          6              26,047
          7              33,603
          8              41,541
          9              49,871
         10              58,600
         15             103,491
         20             164,869
         25             252,858
         30             397,809
</TABLE>

All Amounts are in Dollars

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

                                  Assumes no policy loans or partial surrenders
                                  have been made. Guaranteed cost of insurance
                                  rates, 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 guaranteed
                                  mortality and expense risk charges and
                                  (2) assumed Fund total expenses of 0.80% per
                                  year. See "Expense Data" at pages 20-21 of
                                  this Prospectus.

                                                                              43
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  MALE    NONSMOKER    ISSUE AGE 45
                                  PREFERRED -- $6,576 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1

                                  CURRENT BASIS
<TABLE>
<CAPTION>
                         PREMIUMS
                        ACCUMULATED
       END OF               AT                 DEATH BENEFIT               TOTAL ACCUMULATION VALUE
       POLICY           5% INTEREST     ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
        YEAR             PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------   -----------   --------   --------   ---------   --------   --------   ---------
<S>                     <C>           <C>        <C>        <C>         <C>        <C>        <C>
          1                 6,905     500,000    500,000     500,000      4,552      4,873       5,194
          2                14,155     500,000    500,000     500,000      9,067      9,996      10,965
          3                21,767     500,000    500,000     500,000     13,404     15,236      17,224
          4                29,761     500,000    500,000     500,000     17,591     20,625      24,051
          5                38,153     500,000    500,000     500,000     21,656     26,196      31,535

          6                46,966     500,000    500,000     500,000     25,624     31,985      39,774
          7                56,219     500,000    500,000     500,000     29,474     37,978      48,825
          8                65,935     500,000    500,000     500,000     33,093     44,071      58,664
          9                76,136     500,000    500,000     500,000     36,648     50,435      69,541
         10                86,848     500,000    500,000     500,000     40,071     57,016      81,505

         15               148,996     500,000    500,000     500,000     53,086     91,607     160,940
         20               228,314     500,000    500,000     500,000     58,168    128,923     290,734
         25               329,546     500,000    500,000     594,583     55,611    171,143     512,572
         30               458,747     500,000    500,000     942,899     38,079    216,205     881,214

<CAPTION>

       END OF                  SURRENDER VALUE
       POLICY            ANNUAL INVESTMENT RETURN OF
        YEAR           GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------  --------   --------   ---------
<S>                    <C>        <C>        <C>
          1                  0          0         319
          2              3,072      4,001       4,970
          3              7,409      9,241      11,229
          4             11,596     14,630      18,056
          5             15,661     20,201      25,540
          6             20,828     27,189      34,978
          7             25,877     34,381      45,228
          8             30,695     41,673      56,266
          9             35,449     49,236      68,342
         10             40,071     57,016      81,505
         15             53,086     91,607     160,940
         20             58,168    128,923     290,734
         25             55,611    171,143     512,572
         30             38,079    216,205     881,214
</TABLE>

All Amounts are in Dollars

                                  If Premiums are paid more frequently than
                                  annually, the Death Benefits, 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 current mortality
                                  and expense risk charges and (2) assumed Fund
                                  total expenses of 0.80% per year. See "Expense
                                  Data" at pages 20-21 of this Prospectus.

44
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  MALE    NONSMOKER    ISSUE AGE 55
                                  PREFERRED -- $10,465 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1
                                  GUARANTEED BASIS

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

          1                10,988     500,000    500,000     500,000      4,498      4,921      5,347           0          0
          2                22,526     500,000    500,000     500,000      8,547      9,673     10,856         577      1,703
          3                34,640     500,000    500,000     500,000     12,076     14,173     16,473       4,106      6,203
          4                47,361     500,000    500,000     500,000     15,063     18,383     22,187       7,093     10,413
          5                60,717     500,000    500,000     500,000     17,478     22,257     27,983       9,508     14,287

          6                74,741     500,000    500,000     500,000     19,265     25,722     33,821      12,889     19,346
          7                89,466     500,000    500,000     500,000     20,359     28,690     39,649      15,577     23,908
          8               104,928     500,000    500,000     500,000     20,673     31,049     45,393      17,485     27,861
          9               121,163     500,000    500,000     500,000     20,100     32,663     50,958      18,506     31,069
         10               138,209     500,000    500,000     500,000     18,537     33,391     56,245      18,537     33,391

         15               237,111           0    500,000     500,000          0     18,113     74,694           0     18,133
         20               363,337           0          0     500,000          0          0     58,366           0          0
         25               524,437           0          0           0          0          0          0           0          0
         30               730,047           0          0           0          0          0          0           0          0

<S>                    <C>

  END OF
POLICY YEAR            GROSS 12%
         --             -------
          1                   0
          2               2,886
          3               8,503
          4              14,217
          5              20,013
          6              27,445
          7              34,867
          8              42,205
          9              49,364
         10              56,245
         15              74,694
         20              58,366
         25                   0
         30                   0
</TABLE>

All Amounts are in Dollars

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

                                  Assumes no policy loans or partial surrenders
                                  have been made. Guaranteed cost of insurance
                                  rates, 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 guaranteed
                                  mortality and expense risk charges and
                                  (2) assumed Fund total expenses of 0.80% per
                                  year. See "Expense Data" at pages 20-21 of
                                  this Prospectus.

                                                                              45
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  MALE    NONSMOKER    ISSUE AGE 55
                                  PREFERRED -- $10,465 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1

                                  CURRENT BASIS
<TABLE>
<CAPTION>
                         PREMIUMS
                        ACCUMULATED
       END OF               AT                 DEATH BENEFIT                 TOTAL ACCUMULATION VALUE
       POLICY           5% INTEREST     ANNUAL INVESTMENT RETURN OF        ANNUAL INVESTMENT RETURN OF
        YEAR             PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%    GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------   -----------   --------   --------   ----------   --------   --------   ----------
<S>                     <C>           <C>        <C>        <C>          <C>        <C>        <C>
          1                10,988     500,000    500,000       500,000     7,075      7,580         8,087
          2                22,526     500,000    500,000       500,000    13,861     15,314        16,831
          3                34,640     500,000    500,000       500,000    20,272     23,117        26,209
          4                47,361     500,000    500,000       500,000    26,402     31,089        36,393
          5                60,717     500,000    500,000       500,000    32,210     39,194        47,429

          6                74,741     500,000    500,000       500,000    37,832     47,579        59,557
          7                89,466     500,000    500,000       500,000    43,296     56,286        72,928
          8               104,928     500,000    500,000       500,000    48,584     65,313        87,669
          9               121,163     500,000    500,000       500,000    53,537     74,523       103,786
         10               138,209     500,000    500,000       500,000    58,080     83,856       121,381

         15               237,111     500,000    500,000       500,000    74,329    133,079       240,424
         20               363,337     500,000    500,000       500,000    74,728    184,873       443,862
         25               524,437     500,000    500,000       834,837    43,148    232,413       795,083
         30               730,047           0    500,000     1,434,246         0    276,787     1,365,949

<CAPTION>

       END OF                  SURRENDER VALUE
       POLICY            ANNUAL INVESTMENT RETURN OF
        YEAR           GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------  --------   --------   ----------
<S>                    <C>        <C>        <C>
          1              1,090      1,595         2,102
          2              5,901      7,354         8,871
          3             12,312     15,157        18,249
          4             18,442     23,129        28,433
          5             24,250     31,234        39,469
          6             31,464     41,211        53,189
          7             38,520     51,510        68,152
          8             45,400     62,129        84,485
          9             51,945     72,931       102,194
         10             58,080     83,856       121,381
         15             74,329    133,079       240,424
         20             74,728    184,873       443,862
         25             43,148    232,413       795,083
         30                  0    276,787     1,365,949
</TABLE>

All Amounts are in Dollars

                                  If Premiums are paid more frequently than
                                  annually, the Death Benefits, 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 current mortality
                                  and expense risk charges and (2) assumed Fund
                                  total expenses of 0.80% per year. See "Expense
                                  Data" at pages 20-21 of this Prospectus.

46
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  FEMALE    NONSMOKER    ISSUE AGE 45
                                  PREFERRED -- $5,242 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1
                                  GUARANTEED BASIS

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

          1                 5,504     500,000    500,000     500,000      2,973      3,208       3,443          0          0
          2                11,283     500,000    500,000     500,000      5,850      6,505       7,190        485      1,140
          3                17,352     500,000    500,000     500,000      8,567      9,831      11,207      3,202      4,466
          4                23,723     500,000    500,000     500,000     11,114     13,173      15,509      5,749      7,808
          5                30,414     500,000    500,000     500,000     13,485     16,525      20,119      8,120     11,160

          6                37,438     500,000    500,000     500,000     15,669     19,874      25,059     11,377     15,582
          7                44,814     500,000    500,000     500,000     17,660     23,213      30,356     14,441     19,994
          8                52,559     500,000    500,000     500,000     19,443     26,525      36,033     17,297     24,379
          9                60,691     500,000    500,000     500,000     20,993     29,781      42,109     19,920     28,708
         10                69,230     500,000    500,000     500,000     22,310     32,978      48,627     22,310     32,978

         15               118,771     500,000    500,000     500,000     25,433     47,987      89,931     25,433     47,987
         20               181,998     500,000    500,000     500,000     21,132     59,449     152,250     21,132     59,449
         25               262,695     500,000    500,000     500,000      1,943     58,787     246,940      1,943     58,787
         30               365,686           0    500,000     500,000          0     32,109     403,276          0     32,109

<S>                    <C>

  END OF
POLICY YEAR            GROSS 12%
         --            --------
          1                   0
          2               1,825
          3               5,842
          4              10,144
          5              14,754
          6              20,767
          7              27,137
          8              33,887
          9              41,036
         10              48,627
         15              89,931
         20             152,250
         25             246,940
         30             403,276
</TABLE>

All Amounts are in Dollars

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

                                  Assumes no policy loans or partial surrenders
                                  have been made. Guaranteed cost of insurance
                                  rates, 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 guaranteed
                                  mortality and expense risk charges and
                                  (2) assumed Fund total expenses of 0.80% per
                                  year. See "Expense Data" at pages 20-21 of
                                  this Prospectus.

                                                                              47
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  FEMALE    NONSMOKER    ISSUE AGE 45
                                  PREFERRED -- $5,242 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1

                                  CURRENT BASIS
<TABLE>
<CAPTION>
                         PREMIUMS
                        ACCUMULATED
       END OF               AT                 DEATH BENEFIT               TOTAL ACCUMULATION VALUE
       POLICY           5% INTEREST     ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
        YEAR             PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------   -----------   --------   --------   ---------   --------   --------   ---------
<S>                     <C>           <C>        <C>        <C>         <C>        <C>        <C>
          1                 5,504     500,000    500,000     500,000      3,645      3,901       4,157
          2                11,283     500,000    500,000     500,000      7,310      8,054       8,829
          3                17,352     500,000    500,000     500,000     10,877     12,348      13,943
          4                23,723     500,000    500,000     500,000     14,348     16,791      19,548
          5                30,414     500,000    500,000     500,000     17,724     21,391      25,697

          6                37,438     500,000    500,000     500,000     20,962     26,107      32,399
          7                44,814     500,000    500,000     500,000     24,062     30,947      39,716
          8                52,559     500,000    500,000     500,000     27,029     35,919      47,717
          9                60,691     500,000    500,000     500,000     29,912     41,077      56,524
         10                69,230     500,000    500,000     500,000     32,713     46,433      66,226

         15               118,771     500,000    500,000     500,000     44,491     75,674     131,539
         20               181,998     500,000    500,000     500,000     51,174    108,472     237,960
         25               262,695     500,000    500,000     500,000     53,593    146,997     417,469
         30               365,686     500,000    500,000     770,434     49,311    191,765     720,032

<CAPTION>

       END OF                  SURRENDER VALUE
       POLICY            ANNUAL INVESTMENT RETURN OF
        YEAR           GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------  --------   --------   ---------
<S>                    <C>        <C>        <C>
          1                  0          0           0
          2              1,955      2,699       3,474
          3              5,522      6,993       8,588
          4              8,993     11,436      14,193
          5             12,369     16,036      20,342
          6             16,678     21,823      28,115
          7             20,849     27,734      36,503
          8             24,887     33,777      45,575
          9             28,841     40,006      55,453
         10             32,713     46,433      66,226
         15             44,491     75,674     131,539
         20             51,174    108,472     237,960
         25             53,593    146,997     417,469
         30             49,311    191,765     720,032
</TABLE>

All Amounts are in Dollars

                                  If Premiums are paid more frequently than
                                  annually, the Death Benefits, 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 current mortality
                                  and expense risk charges and (2) assumed Fund
                                  total expenses of 0.80% per year. See "Expense
                                  Data" at pages 20-21 of this Prospectus.

48
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  FEMALE    NONSMOKER    ISSUE AGE 55
                                  PREFERRED -- $8,225 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1
                                  GUARANTEED BASIS

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

          1                 8,636     500,000    500,000     500,000      4,043      4,391       4,742          0          0
          2                17,704     500,000    500,000     500,000      7,873      8,824       9,821      1,073      2,024
          3                27,226     500,000    500,000     500,000     11,445     13,251      15,226      4,645      6,451
          4                37,223     500,000    500,000     500,000     14,774     17,688      21,008      7,974     10,888
          5                47,721     500,000    500,000     500,000     17,851     22,125      27,201     11,051     15,325

          6                58,743     500,000    500,000     500,000     20,653     26,535      33,827     15,213     21,095
          7                70,316     500,000    500,000     500,000     23,123     30,861      40,878     19,043     26,781
          8                82,468     500,000    500,000     500,000     25,187     35,023      48,333     22,467     32,303
          9                95,228     500,000    500,000     500,000     26,743     38,911      56,141     25,383     37,551
         10               108,626     500,000    500,000     500,000     27,718     42,439      64,282     27,718     42,439

         15               186,358     500,000    500,000     500,000     22,774     52,948     111,181     22,774     52,948
         20               285,566           0    500,000     500,000          0     41,478     171,077          0     41,478
         25               412,183           0          0     500,000          0          0     241,140          0          0
         30               573,782           0          0     500,000          0          0     331,895          0          0

<S>                    <C>

  END OF
  POLICY
   YEAR                GROSS 12%
         --            --------
          1                   0
          2               3,021
          3               8,426
          4              14,208
          5              20,401
          6              28,387
          7              36,798
          8              45,613
          9              54,781
         10              64,282
         15             111,181
         20             171,077
         25             241,140
         30             331,895
</TABLE>

All Amounts are in Dollars

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

                                  Assumes no policy loans or partial surrenders
                                  have been made. Guaranteed cost of insurance
                                  rates, 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 guaranteed
                                  mortality and expense risk charges and
                                  (2) assumed Fund total expenses of 0.80% per
                                  year. See "Expense Data" at pages 20-21 of
                                  this Prospectus.

                                                                              49
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  FEMALE    NONSMOKER    ISSUE AGE 55
                                  PREFERRED -- $8,225 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1

                                  CURRENT BASIS
<TABLE>
<CAPTION>
                         PREMIUMS
                        ACCUMULATED
       END OF               AT                 DEATH BENEFIT                 TOTAL ACCUMULATION VALUE
       POLICY           5% INTEREST     ANNUAL INVESTMENT RETURN OF        ANNUAL INVESTMENT RETURN OF
        YEAR             PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%    GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------   -----------   --------   --------   ----------   --------   --------   ----------
<S>                     <C>           <C>        <C>        <C>          <C>        <C>        <C>
          1                 8,636     500,000    500,000       500,000     5,722      6,124         6,528
          2                17,704     500,000    500,000       500,000    11,291     12,454        13,667
          3                27,226     500,000    500,000       500,000    16,612     18,900        21,384
          4                37,223     500,000    500,000       500,000    21,750     25,532        29,806
          5                47,721     500,000    500,000       500,000    26,675     32,328        38,980

          6                58,743     500,000    500,000       500,000    31,478     39,386        49,081
          7                70,316     500,000    500,000       500,000    36,165     46,726        60,217
          8                82,468     500,000    500,000       500,000    40,734     54,359        72,500
          9                95,228     500,000    500,000       500,000    45,072     62,186        85,944
         10               108,626     500,000    500,000       500,000    49,143     70,182       100,651

         15               186,358     500,000    500,000       500,000    65,719    113,700       200,316
         20               285,566     500,000    500,000       500,000    74,524    163,746       367,908
         25               412,183     500,000    500,000       688,180    65,584    215,687       655,410
         30               573,782     500,000    500,000     1,184,469    21,798    265,203     1,128,066

<CAPTION>

       END OF                  SURRENDER VALUE
       POLICY            ANNUAL INVESTMENT RETURN OF
        YEAR           GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------  --------   --------   ----------
<S>                    <C>        <C>        <C>
          1                377        779         1,183
          2              4,501      5,664         6,877
          3              9,822     12,110        14,594
          4             14,960     18,742        23,016
          5             19,885     25,538        32,190
          6             26,046     33,954        43,649
          7             32,091     42,652        56,143
          8             38,018     51,643        69,784
          9             43,714     60,828        84,586
         10             49,143     70,182       100,651
         15             65,719    113,700       200,316
         20             74,524    163,746       367,908
         25             65,584    215,687       655,410
         30             21,798    265,203     1,128,066
</TABLE>

All Amounts are in Dollars

                                  If Premiums are paid more frequently than
                                  annually, the Death Benefits, 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 current mortality
                                  and expense risk charges and (2) assumed Fund
                                  total expenses of 0.80% per year. See "Expense
                                  Data" at pages 20-21 of this Prospectus.

50
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

                                                                             M-1
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
STATEMENT OF ASSETS AND LIABILITY
DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                            AIM            AIM                         AIM
                                                            V.I.           V.I.          AIM           V.I.            AIM
                                                            CAPITAL        DIVERSIFIED   V.I.          INTERNATIONAL   V.I.
                                                            APPRECIATION   INCOME        GROWTH        EQUITY          VALUE
                                             COMBINED       SUBACCOUNT     SUBACCOUNT    SUBACCOUNT    SUBACCOUNT      SUBACCOUNT
   <S>                                       <C>            <C>            <C>           <C>           <C>             <C>
   -------------------------------------------------------------------------------------------------------------------------------
   ASSETS
     Investments at Market--Affiliated
     (Cost $27,626,132)                      $ 28,882,271    $       --     $      --    $        --    $        --    $        --
     Investments at Market--Unaffiliated
     (Cost $79,563,067)                        90,643,593     3,565,893       460,855     11,039,437        208,717     14,096,870
   ---------------------------------------   ------------    ----------     ---------    -----------    -----------    -----------
     Total Investments                        119,525,864     3,565,893       460,855     11,039,437        208,717     14,096,870
     Dividend Receivable                              613            --            --             --             --             --
   TOTAL ASSETS                               119,526,477     3,565,893       460,855     11,039,437        208,717     14,096,870
   LIABILITY--
   Payable to The Lincoln National Life
      Insurance Company                             2,520            77            10            231              4            294
   ---------------------------------------   ------------    ----------     ---------    -----------    -----------    -----------
   NET ASSETS                                $119,523,957    $3,565,816     $ 460,845    $11,039,206    $   208,713    $14,096,576
   ---------------------------------------   ============    ==========     =========    ===========    ===========    ===========
   Percent of net assets                           100.00%         2.98%         0.39%          9.24%          0.17%         11.79%
   ---------------------------------------   ============    ==========     =========    ===========    ===========    ===========

   NET ASSETS ARE REPRESENTED BY:
   VUL I Policies:
     Units in accumulation period                               225,973        47,627        296,357             --        403,304
     Unit value                                              $   15.780     $   9.676    $    15.630    $        --    $    15.002
   ---------------------------------------                   ----------     ---------    -----------    -----------    -----------
                                                              3,565,816       460,845      4,632,135             --      6,050,444
   ---------------------------------------                   ----------     ---------    -----------    -----------    -----------
   LVUL Policies:
     Units in accumulation period                                    --            --        508,794         13,386        671,441
     Unit value                                              $       --     $      --    $    12.479    $    15.239    $    11.850
   ---------------------------------------                   ----------     ---------    -----------    -----------    -----------
                                                                     --            --      6,349,281        203,988      7,956,733
   ---------------------------------------                   ----------     ---------    -----------    -----------    -----------
   VUL-DB Policies:
     Units in accumulation period                                    --            --          4,528            334          7,315
     Unit value                                              $       --     $      --    $    12.764    $    14.131    $    12.221
   ---------------------------------------                   ----------     ---------    -----------    -----------    -----------
                                                                     --            --         57,790          4,725         89,399
   ---------------------------------------                   ----------     ---------    -----------    -----------    -----------
   NET ASSETS                                                $3,565,816     $ 460,845    $11,039,206    $   208,713    $14,096,576
   ---------------------------------------                   ==========     =========    ===========    ===========    ===========

<CAPTION>
                                                         AVIS         AVIS
                                            AVIS         GROWTH &     GLOBAL SMALL     BARON        BT
                                            GROWTH       INCOME       CAPITALIZATION   CAPITAL      EAFE
                                            CLASS 2      CLASS 2      CLASS 2          ASSET        EQUITY INDEX
                                            SUBACCOUNT   SUBACCOUNT   SUBACCOUNT       SUBACCOUNT   SUBACCOUNT
   <S>                                      <C>          <C>          <C>              <C>          <C>
   ---------------------------------------
   ASSETS
     Investments at Market--Affiliated
     (Cost $27,626,132)                     $      --    $      --      $        --    $      --    $        --
     Investments at Market--Unaffiliated
     (Cost $79,563,067)                        48,320        1,295            1,188      299,299        613,120
   ---------------------------------------  ---------    ---------      -----------    ---------    -----------
     Total Investments                         48,320        1,295            1,188      299,299        613,120
     Dividend Receivable                           --           --               --           --             --
   TOTAL ASSETS                                48,320        1,295            1,188      299,299        613,120
   LIABILITY--
   Payable to The Lincoln National Life
      Insurance Company                             1           --               --            6             13
   ---------------------------------------  ---------    ---------      -----------    ---------    -----------
   NET ASSETS                               $  48,319    $   1,295      $     1,188    $ 299,293    $   613,107
   ---------------------------------------  =========    =========      ===========    =========    ===========
   Percent of net assets                         0.04%        0.00%            0.00%        0.25%          0.51%
   ---------------------------------------  =========    =========      ===========    =========    ===========
   NET ASSETS ARE REPRESENTED BY:
   VUL I Policies:
     Units in accumulation period                  --           --               --           --             --
     Unit value                             $      --    $      --      $        --    $      --    $        --
   ---------------------------------------  ---------    ---------      -----------    ---------    -----------
                                                   --           --               --           --             --
   ---------------------------------------  ---------    ---------      -----------    ---------    -----------
   LVUL Policies:
     Units in accumulation period                  --           --               --       26,062         48,472
     Unit value                             $      --    $      --      $        --    $  11.295    $    12.478
   ---------------------------------------  ---------    ---------      -----------    ---------    -----------
                                                   --           --               --      294,359        604,824
   ---------------------------------------  ---------    ---------      -----------    ---------    -----------
   VUL-DB Policies:
     Units in accumulation period               3,628          118               89          388            697
     Unit value                             $  13.316    $  10.929      $    13.363    $  12.715    $    11.888
   ---------------------------------------  ---------    ---------      -----------    ---------    -----------
                                               48,319        1,295            1,188        4,934          8,283
   ---------------------------------------  ---------    ---------      -----------    ---------    -----------
   NET ASSETS                               $  48,319    $   1,295      $     1,188    $ 299,293    $   613,107
   ---------------------------------------  =========    =========      ===========    =========    ===========
</TABLE>

See accompanying notes.

M-2
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
STATEMENT OF ASSETS AND LIABILITY (CONTINUED)
DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                                                              DELAWARE     DELAWARE
                                        BT            BT           DELAWARE     DELAWARE      PREMIUM      PREMIUM      DELAWARE
                                        EQUITY        SMALL        PREMIUM      PREMIUM       EMERGING     SMALL        PREMIUM
                                        500 INDEX     CAP INDEX    DELCHESTER   DEVON         MARKETS      CAP VALUE    REIT
                                        SUBACCOUNT    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
   <S>                                  <C>           <C>          <C>          <C>           <C>          <C>          <C>
   -------------------------------------------------------------------------------------------------------------------------------
   ASSETS
     Investments at
     Market--Affiliated (Cost
     $27,626,132)                       $        --   $      --    $ 191,273    $    69,176   $ 742,896    $2,351,982   $   8,850
     Investments at
     Market--Unaffiliated (Cost
     $79,563,067)                        20,110,936     500,139           --             --          --            --          --
   ----------------------------------   -----------   ---------    ---------    -----------   ---------    ----------   ---------
     Total Investments                   20,110,936     500,139      191,273         69,176     742,896     2,351,982       8,850
     Dividend Receivable                         --          --          613             --          --            --          --
   TOTAL ASSETS                          20,110,936     500,139      191,886         69,176     742,896     2,351,982       8,850
   LIABILITY--
   Payable to The Lincoln National
      Life Insurance Company                    425          10            4              1          16            49          --
   ----------------------------------   -----------   ---------    ---------    -----------   ---------    ----------   ---------
   NET ASSETS                           $20,110,511   $ 500,129    $ 191,882    $    69,175   $ 742,880    $2,351,933   $   8,850
   ----------------------------------   ===========   =========    =========    ===========   =========    ==========   =========
   Percent of net assets                      16.83%       0.42%        0.16%          0.06%       0.62%         1.97%       0.01%
   ----------------------------------   ===========   =========    =========    ===========   =========    ==========   =========

   NET ASSETS ARE REPRESENTED BY:
   VUL I Policies:
     Units in accumulation period           812,687          --           --             --      25,318       180,810          --
     Unit value                         $    13.296   $      --    $      --    $        --   $  11.369    $    9.193   $      --
   ----------------------------------   -----------   ---------    ---------    -----------   ---------    ----------   ---------
                                         10,805,740          --           --             --     287,864     1,662,059
   ----------------------------------   -----------   ---------    ---------    -----------   ---------    ----------   ---------
   LVUL Policies:
     Units in accumulation period           838,894      43,587       20,103          7,464      36,700        72,822         861
     Unit value                         $    11.021   $  11.416    $   9.441    $     9.141   $  12.100    $    9.460   $   9.199
   ----------------------------------   -----------   ---------    ---------    -----------   ---------    ----------   ---------
                                          9,245,783     497,587      189,840         68,231     444,060       688,931       7,925
   ----------------------------------   -----------   ---------    ---------    -----------   ---------    ----------   ---------
   VUL-DB Policies:
     Units in accumulation period             5,036         206          201             89         881            89          89
     Unit value                         $    11.714   $  12.326    $  10.178    $    10.623   $  12.442    $   10.612   $  10.415
   ----------------------------------   -----------   ---------    ---------    -----------   ---------    ----------   ---------
                                             58,988       2,542        2,042            944      10,956           943         925
   ----------------------------------   -----------   ---------    ---------    -----------   ---------    ----------   ---------
   NET ASSETS                           $20,110,511   $ 500,129    $ 191,882    $    69,175   $ 742,880    $2,351,933   $   8,850
   ----------------------------------   ===========   =========    =========    ===========   =========    ==========   =========

<CAPTION>
                                                 FIDELITY     FIDELITY     FIDELITY
                                    DELAWARE     VIP          VIP II       VIP II
                                    PREMIUM      EQUITY-      ASSET        CONTRAFUND
                                    TREND        INCOME       MANAGER      SERVICE CLASS
                                    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
   <S>                              <C>          <C>          <C>          <C>
   -------------------------------
   ASSETS
     Investments at
     Market--Affiliated (Cost
     $27,626,132)                   $3,653,313   $       --   $      --     $       --
     Investments at
     Market--Unaffiliated (Cost
     $79,563,067)                           --    4,515,096     897,427      2,371,632
   -------------------------------  ----------   ----------   ---------     ----------
     Total Investments               3,653,313    4,515,096     897,427      2,371,632
     Dividend Receivable                    --           --          --             --
   TOTAL ASSETS                      3,653,313    4,515,096     897,427      2,371,632
   LIABILITY--
   Payable to The Lincoln National
      Life Insurance Company                76           98          20             48
   -------------------------------  ----------   ----------   ---------     ----------
   NET ASSETS                       $3,653,237   $4,514,998   $ 897,407     $2,371,584
   -------------------------------  ==========   ==========   =========     ==========
   Percent of net assets                  3.06%        3.78%       0.75%          1.98%
   -------------------------------  ==========   ==========   =========     ==========
   NET ASSETS ARE REPRESENTED BY:
   VUL I Policies:
     Units in accumulation period       96,178      418,199      76,685             --
     Unit value                     $   18.637   $   10.796   $  11.702     $       --
   -------------------------------  ----------   ----------   ---------     ----------
                                     1,792,471    4,514,998     897,407             --
   -------------------------------  ----------   ----------   ---------     ----------
   LVUL Policies:
     Units in accumulation period      118,467           --          --        202,869
     Unit value                     $   15.583   $       --   $      --     $   11.466
   -------------------------------  ----------   ----------   ---------     ----------
                                     1,846,123           --          --      2,326,180
   -------------------------------  ----------   ----------   ---------     ----------
   VUL-DB Policies:
     Units in accumulation period        1,055           --          --          3,748
     Unit value                     $   13.884   $       --   $      --     $   12.114
   -------------------------------  ----------   ----------   ---------     ----------
                                        14,643           --          --         45,404
   -------------------------------  ----------   ----------   ---------     ----------
   NET ASSETS                       $3,653,237   $4,514,998   $ 897,407     $2,371,584
   -------------------------------  ==========   ==========   =========     ==========
</TABLE>

See accompanying notes.

                                                                             M-3
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
STATEMENT OF ASSETS AND LIABILITY (CONTINUED)
DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                     FIDELITY                     JANUS
                                        FIDELITY     VIP III         JANUS        ASPEN
                                        VIP II       GROWTH          ASPEN        SERIES                    LN
                                        INVESTMENT   OPPORTUNITIES   SERIES       WORLDWIDE    LN           CAPITAL
                                        GRADE BOND   SERVICE CLASS   BALANCED     GROWTH       BOND         APPRECIATION
                                        SUBACCOUNT   SUBACCOUNT      SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
   <S>                                  <C>          <C>             <C>          <C>          <C>          <C>
   ---------------------------------------------------------------------------------------------------------------------
   ASSETS
     Investments at
     Market--Affiliated
     (Cost $27,626,132)                 $       --    $        --    $       --   $       --   $2,250,443    $2,307,707
     Investments at
     Market--Unaffiliated
     (Cost $79,563,067)                  2,312,798      1,485,092     3,009,790    4,092,079           --            --
   ----------------------------------   ----------    -----------    ----------   ----------   ----------    ----------
     Total Investments                   2,312,798      1,485,092     3,009,790    4,092,079    2,250,443     2,307,707
     Dividend Receivable                        --             --            --           --           --            --
   TOTAL ASSETS                          2,312,798      1,485,092     3,009,790    4,092,079    2,250,443     2,307,707
   LIABILITY--
   Payable to The Lincoln National
      Life Insurance Company                    51             30            62           83           47            48
   ----------------------------------   ----------    -----------    ----------   ----------   ----------    ----------
   NET ASSETS                           $2,312,747    $ 1,485,062    $3,009,728   $4,091,996   $2,250,396    $2,307,659
   ----------------------------------   ==========    ===========    ==========   ==========   ==========    ==========
   Percent of net assets                      1.93%          1.24%         2.52%        3.42%        1.88%         1.93%
   ----------------------------------   ==========    ===========    ==========   ==========   ==========    ==========

   NET ASSETS ARE REPRESENTED BY:
   VUL I Policies:
     Units in accumulation period          224,937             --            --           --           --            --
     Unit value                         $   10.282    $        --    $       --   $       --   $       --    $       --
   ----------------------------------   ----------    -----------    ----------   ----------   ----------    ----------
                                         2,312,747             --            --           --           --            --
   ----------------------------------   ----------    -----------    ----------   ----------   ----------    ----------
   LVUL Policies:
     Units in accumulation period               --        147,153       261,892      265,069      225,312       173,337
     Unit value                         $       --    $    10.053    $   11.377   $   15.087   $    9.958    $   12.919
   ----------------------------------   ----------    -----------    ----------   ----------   ----------    ----------
                                                --      1,479,343     2,979,633    3,999,093    2,243,617     2,239,337
   ----------------------------------   ----------    -----------    ----------   ----------   ----------    ----------
   VUL-DB Policies:
     Units in accumulation period               --            524         2,543        6,434          678         5,298
     Unit value                         $       --    $    10.908    $   11.833   $   14.440   $   10.001    $   12.895
   ----------------------------------   ----------    -----------    ----------   ----------   ----------    ----------
                                                --          5,719        30,095       92,903        6,779        68,322
   ----------------------------------   ----------    -----------    ----------   ----------   ----------    ----------
   NET ASSETS                           $2,312,747    $ 1,485,062    $3,009,728   $4,091,996   $2,250,396    $2,307,659
   ----------------------------------   ==========    ===========    ==========   ==========   ==========    ==========

<CAPTION>

                                                 LN
                                    LN           GLOBAL       LN            LN           MFS
                                    EQUITY-      ASSET        MONEY         SOCIAL       EMERGING
                                    INCOME       ALLOCATION   MARKET        AWARENESS    GROWTH
                                    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT    SUBACCOUNT   SUBACCOUNT
   <S>                              <C>          <C>          <C>           <C>          <C>
   -------------------------------
   ASSETS
     Investments at
     Market--Affiliated
     (Cost $27,626,132)             $ 214,504    $ 119,502    $16,394,196   $ 578,429    $       --
     Investments at
     Market--Unaffiliated
     (Cost $79,563,067)                    --           --             --          --     8,932,616
   -------------------------------  ---------    ---------    -----------   ---------    ----------
     Total Investments                214,504      119,502     16,394,196     578,429     8,932,616
     Dividend Receivable                   --           --             --          --            --
   TOTAL ASSETS                       214,504      119,502     16,394,196     578,429     8,932,616
   LIABILITY--
   Payable to The Lincoln National
      Life Insurance Company                4            2            355          12           185
   -------------------------------  ---------    ---------    -----------   ---------    ----------
   NET ASSETS                       $ 214,500    $ 119,500    $16,393,841   $ 578,417    $8,932,431
   -------------------------------  =========    =========    ===========   =========    ==========
   Percent of net assets                 0.18%        0.10%         13.72%       0.48%         7.47%
   -------------------------------  =========    =========    ===========   =========    ==========
   NET ASSETS ARE REPRESENTED BY:
   VUL I Policies:
     Units in accumulation period          --           --        549,282          --       151,327
     Unit value                     $      --    $      --    $    10.622   $      --    $   20.051
   -------------------------------  ---------    ---------    -----------   ---------    ----------
                                           --           --      5,834,385          --     3,034,218
   -------------------------------  ---------    ---------    -----------   ---------    ----------
   LVUL Policies:
     Units in accumulation period      21,553       10,961        862,204      51,662       354,598
     Unit value                     $   9.830    $  10.812    $    10.273   $  11.176    $   16.498
   -------------------------------  ---------    ---------    -----------   ---------    ----------
                                      211,878      118,507      8,857,709     577,361     5,850,136
   -------------------------------  ---------    ---------    -----------   ---------    ----------
   VUL-DB Policies:
     Units in accumulation period         232           89        168,723          89         2,996
     Unit value                     $  11.319    $  11.177    $    10.086   $  11.886    $   16.049
   -------------------------------  ---------    ---------    -----------   ---------    ----------
                                        2,622          993      1,701,747       1,056        48,077
   -------------------------------  ---------    ---------    -----------   ---------    ----------
   NET ASSETS                       $ 214,500    $ 119,500    $16,393,841   $ 578,417    $8,932,431
   -------------------------------  =========    =========    ===========   =========    ==========
</TABLE>

See accompanying notes.

M-4
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
STATEMENT OF ASSETS AND LIABILITY (CONTINUED)
DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                                                                     OCC
                                                 MFS                       AMT                       ACCUMULATION   OCC
                                                 TOTAL        MFS          MID-CAP      AMT          GLOBAL         ACCUMULATION
                                                 RETURN       UTILITIES    GROWTH       PARTNERS     EQUITY         MANAGED
                                                 SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT     SUBACCOUNT
   <S>                                           <C>          <C>          <C>          <C>          <C>            <C>
   -----------------------------------------------------------------------------------------------------------------------------
   ASSETS
     Investments at Market--Affiliated
     (Cost $27,626,132)                          $       --   $       --   $      --    $      --    $        --    $        --
     Investments at Market--Unaffiliated
     (Cost $79,563,067)                           2,620,778    1,874,323     689,832      180,986        586,589        832,378
   -------------------------------------------   ----------   ----------   ---------    ---------    -----------    -----------
     Total Investments                            2,620,778    1,874,323     689,832      180,986        586,589        832,378
     Dividend Receivable                                 --           --          --           --             --             --
   TOTAL ASSETS                                   2,620,778    1,874,323     689,832      180,986        586,589        832,378
   LIABILITY--
   Payable to The Lincoln National Life
      Insurance Company                                  56           40          14            4             13             18
   -------------------------------------------   ----------   ----------   ---------    ---------    -----------    -----------
   NET ASSETS                                    $2,620,722   $1,874,283   $ 689,818    $ 180,982    $   586,576    $   832,360
   -------------------------------------------   ==========   ==========   =========    =========    ===========    ===========
   Percent of net assets                               2.19%        1.57%       0.58%        0.15%          0.49%          0.70%
   -------------------------------------------   ==========   ==========   =========    =========    ===========    ===========

   NET ASSETS ARE REPRESENTED BY:
   VUL I Policies:
     Units in accumulation period                   176,952       91,206          --           --         47,556         81,740
     Unit value                                  $   10.623   $   14.003   $      --    $      --    $    12.334    $    10.183
   -------------------------------------------   ----------   ----------   ---------    ---------    -----------    -----------
                                                  1,879,685    1,277,133          --           --        586,576        832,360
   -------------------------------------------   ----------   ----------   ---------    ---------    -----------    -----------
   LVUL Policies:
     Units in accumulation period                    73,463       48,482      45,686       18,919             --             --
     Unit value                                  $    9.837   $   12.170   $  15.069    $   9.513    $        --    $        --
   -------------------------------------------   ----------   ----------   ---------    ---------    -----------    -----------
                                                    722,651      590,017     688,461      179,970             --             --
   -------------------------------------------   ----------   ----------   ---------    ---------    -----------    -----------
   VUL-DB Policies:
     Units in accumulation period                     1,760          592          89           89             --             --
     Unit value                                  $   10.448   $   12.059   $  15.277    $  11.386    $        --    $        --
   -------------------------------------------   ----------   ----------   ---------    ---------    -----------    -----------
                                                     18,386        7,133       1,357        1,012             --             --
   -------------------------------------------   ----------   ----------   ---------    ---------    -----------    -----------
   NET ASSETS                                    $2,620,722   $1,874,283   $ 689,818    $ 180,982    $   586,576    $   832,360
   -------------------------------------------   ==========   ==========   =========    =========    ===========    ===========

<CAPTION>

                                                TEMPLETON                    TEMPLETON                    TEMPLETON
                                                ASSET        TEMPLETON       INTERNATIONAL   TEMPLETON    STOCK
                                                ALLOCATION   INTERNATIONAL   CLASS 2         STOCK        CLASS 2
                                                SUBACCOUNT   SUBACCOUNT      SUBACCOUNT      SUBACCOUNT   SUBACCOUNT
   <S>                                          <C>          <C>             <C>             <C>          <C>
   -------------------------------------------
   ASSETS
     Investments at Market--Affiliated
     (Cost $27,626,132)                         $      --     $        --     $        --    $      --    $      --
     Investments at Market--Unaffiliated
     (Cost $79,563,067)                           305,090       3,106,566       1,308,007      509,120       67,325
   -------------------------------------------  ---------     -----------     -----------    ---------    ---------
     Total Investments                            305,090       3,106,566       1,308,007      509,120       67,325
     Dividend Receivable                               --              --              --           --           --
   TOTAL ASSETS                                   305,090       3,106,566       1,308,007      509,120       67,325
   LIABILITY--
   Payable to The Lincoln National Life
      Insurance Company                                 7              67              27           11            1
   -------------------------------------------  ---------     -----------     -----------    ---------    ---------
   NET ASSETS                                   $ 305,083     $ 3,106,499     $ 1,307,980    $ 509,109    $  67,324
   -------------------------------------------  =========     ===========     ===========    =========    =========
   Percent of net assets                             0.26%           2.60%           1.09%        0.43%        0.06%
   -------------------------------------------  =========     ===========     ===========    =========    =========
   NET ASSETS ARE REPRESENTED BY:
   VUL I Policies:
     Units in accumulation period                  25,362         263,418              --       42,937           --
     Unit value                                 $  12.029     $    11.793     $        --    $  11.857    $      --
   -------------------------------------------  ---------     -----------     -----------    ---------    ---------
                                                  305,083       3,106,499              --      509,109           --
   -------------------------------------------  ---------     -----------     -----------    ---------    ---------
   LVUL Policies:
     Units in accumulation period                      --              --         115,540           --        5,620
     Unit value                                 $      --     $        --     $    11.267    $      --    $  11.540
   -------------------------------------------  ---------     -----------     -----------    ---------    ---------
                                                       --              --       1,301,803           --       64,855
   -------------------------------------------  ---------     -----------     -----------    ---------    ---------
   VUL-DB Policies:
     Units in accumulation period                      --              --             528           --          205
     Unit value                                 $      --     $        --     $    11.696    $      --    $  12.069
   -------------------------------------------  ---------     -----------     -----------    ---------    ---------
                                                       --              --           6,177           --        2,469
   -------------------------------------------  ---------     -----------     -----------    ---------    ---------
   NET ASSETS                                   $ 305,083     $ 3,106,499     $ 1,307,980    $ 509,109    $  67,324
   -------------------------------------------  =========     ===========     ===========    =========    =========
</TABLE>

See accompanying notes.

                                                                             M-5
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
STATEMENTS OF OPERATIONS
PERIOD FROM JUNE 18, 1998 TO DECEMBER 31, 1998 AND THE YEAR ENDED DECEMBER 31,
1999
<TABLE>
<CAPTION>

                                                    AIM V.I.       AIM V.I.                   AIM V.I.
                                                    CAPITAL        DIVERSIFIED   AIM V.I.     INTERNATIONAL   AIM V.I.
                                                    APPRECIATION   INCOME        GROWTH       EQUITY          VALUE
                                      COMBINED      SUBACCOUNT     SUBACCOUNT    SUBACCOUNT   SUBACCOUNT      SUBACCOUNT
   <S>                                <C>           <C>            <C>           <C>          <C>             <C>
   ---------------------------------------------------------------------------------------------------------------------
   PERIOD FROM JUNE 18, 1998 TO DECEMBER 31, 1998
   Net Investment Income (Loss):
     Dividends from investment
        income                        $    38,020    $      508     $   7,032    $    2,314    $        --    $    3,875
     Dividends from net realized
        gains on investments              119,630         9,006         2,243        43,375             --        34,275
     Mortality and expense
        guarantees - VUL I                (12,114)         (528)         (244)         (893)            --          (797)
   --------------------------------   -----------    ----------     ---------    ----------    -----------    ----------
   NET INVESTMENT INCOME (LOSS)           145,536         8,986         9,031        44,796             --        37,353
   Net Realized and Unrealized Gain
      (Loss) on Investments:
     Net realized gain (loss) on
        investments                        13,135           572          (231)        1,004             --         2,502
     Net change in unrealized
        appreciation or
        depreciation on investments       502,853        44,531        (7,193)       70,745             --        69,059
   --------------------------------   -----------    ----------     ---------    ----------    -----------    ----------
   NET REALIZED AND UNREALIZED GAIN
      (LOSS) ON INVESTMENTS               515,988        45,103        (7,424)       71,749             --        71,561
   --------------------------------   -----------    ----------     ---------    ----------    -----------    ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                      $   661,524    $   54,089     $   1,607    $  116,545    $        --    $  108,914
   --------------------------------   ===========    ==========     =========    ==========    ===========    ==========

   YEAR ENDED DECEMBER 31, 1999
   Net Investment Income (Loss):
     Dividends from investment
        income                        $   708,072    $    2,374     $  28,453    $   19,481    $       827    $   32,972
     Dividends from net realized
        gains on investments            1,043,858        74,078            --       341,494          3,472       172,422
     Mortality and expense
        guarantees:
       VUL I                             (270,610)      (14,995)       (2,683)      (21,104)            --       (29,392)
       LVUL                               (82,320)           --            --        (9,893)          (195)      (10,866)
       VUL-DB                                (311)           --            --           (18)            (2)          (23)
   --------------------------------   -----------    ----------     ---------    ----------    -----------    ----------
   NET INVESTMENT INCOME (LOSS)         1,398,689        61,457        25,770       329,960          4,102       165,113
   Net Realized and Unrealized Gain
      (Loss) on Investments:
     Net realized gain (loss) on
        investments                       528,621        57,689        (1,348)       82,345            282        94,081
     Net change in unrealized
        appreciation or
        depreciation on investments    11,833,812       894,541       (32,495)    1,409,677         33,598     1,487,488
   --------------------------------   -----------    ----------     ---------    ----------    -----------    ----------
   NET REALIZED AND UNREALIZED GAIN
      (LOSS) ON INVESTMENTS            12,362,433       952,230       (33,843)    1,492,022         33,880     1,581,569
   --------------------------------   -----------    ----------     ---------    ----------    -----------    ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                      $13,761,122    $1,013,687     $  (8,073)   $1,821,982    $    37,982    $1,746,682
   --------------------------------   ===========    ==========     =========    ==========    ===========    ==========

<CAPTION>
                                               AVIS         AVIS                          BT
                                  AVIS         GROWTH &     GLOBAL SMALL     BARON        EAFE
                                  GROWTH       INCOME       CAPITALIZATION   CAPITAL      EQUITY
                                  CLASS 2      CLASS 2      CLASS 2          ASSET        INDEX
                                  SUBACCOUNT   SUBACCOUNT   SUBACCOUNT       SUBACCOUNT   SUBACCOUNT
   <S>                            <C>          <C>          <C>              <C>          <C>
   -----------------------------
   PERIOD FROM JUNE 18, 1998 TO
   Net Investment Income (Loss):
     Dividends from investment
        income                    $      --    $      --      $        --    $      --    $      --
     Dividends from net realized
        gains on investments             --           --               --           --           --
     Mortality and expense
        guarantees - VUL I               --           --               --           --           --
   -----------------------------  ---------    ---------      -----------    ---------    ---------
   NET INVESTMENT INCOME (LOSS)          --           --               --           --           --
   Net Realized and Unrealized G
      (Loss) on Investments:
     Net realized gain (loss) on
        investments                      --           --               --           --           --
     Net change in unrealized
        appreciation or
        depreciation on investme         --           --               --           --           --
   -----------------------------  ---------    ---------      -----------    ---------    ---------
   NET REALIZED AND UNREALIZED G
      (LOSS) ON INVESTMENTS              --           --               --           --           --
   -----------------------------  ---------    ---------      -----------    ---------    ---------
   NET INCREASE (DECREASE) IN NE
      ASSETS RESULTING FROM
      OPERATIONS                  $      --    $      --      $        --    $      --    $      --
   -----------------------------  =========    =========      ===========    =========    =========
   YEAR ENDED DECEMBER 31, 1999
   Net Investment Income (Loss):
     Dividends from investment
        income                    $      --    $       5      $        --    $       1    $   9,596
     Dividends from net realized
        gains on investments          1,059          211              107           11       17,927
     Mortality and expense
        guarantees:
       VUL I                             --           --               --           --           --
       LVUL                              --           --               --         (263)        (654)
       VUL-DB                            (8)          (2)              (2)          (2)          (3)
   -----------------------------  ---------    ---------      -----------    ---------    ---------
   NET INVESTMENT INCOME (LOSS)       1,051          214              105         (253)      26,866
   Net Realized and Unrealized G
      (Loss) on Investments:
     Net realized gain (loss) on
        investments                       2           (1)               6         (623)       2,214
     Net change in unrealized
        appreciation or
        depreciation on investme        622         (100)             195       29,918       39,201
   -----------------------------  ---------    ---------      -----------    ---------    ---------
   NET REALIZED AND UNREALIZED G
      (LOSS) ON INVESTMENTS             624         (101)             201       29,295       41,415
   -----------------------------  ---------    ---------      -----------    ---------    ---------
   NET INCREASE (DECREASE) IN NE
      ASSETS RESULTING FROM
      OPERATIONS                  $   1,675    $     113      $       306    $  29,042    $  68,281
   -----------------------------  =========    =========      ===========    =========    =========
</TABLE>

See accompanying notes.

M-6
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
STATEMENTS OF OPERATIONS (CONTINUED)
PERIOD FROM JUNE 18, 1998 TO DECEMBER 31, 1998 AND THE YEAR ENDED DECEMBER 31,
1999
<TABLE>
<CAPTION>
                                                                                            DELAWARE     DELAWARE
                                        BT           BT           DELAWARE     DELAWARE     PREMIUM      PREMIUM      DELAWARE
                                        EQUITY       SMALL        PREMIUM      PREMIUM      EMERGING     SMALL        PREMIUM
                                        500 INDEX    CAP INDEX    DELCHESTER   DEVON        MARKETS      CAP VALUE    REIT
                                        SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
   <S>                                  <C>          <C>          <C>          <C>          <C>          <C>          <C>
   -----------------------------------------------------------------------------------------------------------------------------
   PERIOD FROM JUNE 18, 1998 TO DECEMBER 31, 1998
   Net Investment Income (Loss):
     Dividends from investment income   $    4,231   $      --    $      --    $      --    $      --    $      --    $      --
     Dividends from net realized
        gains on investments                27,082          --           --           --           --           --           --
     Mortality and expense guarantees
        - VUL I                             (2,531)         --           --           --          (17)        (247)          --
   ----------------------------------   ----------   ---------    ---------    ---------    ---------    ---------    ---------
   NET INVESTMENT INCOME (LOSS)             28,782          --           --           --          (17)        (247)          --
   Net Realized and Unrealized Gain
      (Loss) on Investments:
     Net realized gain (loss) on
        investments                          3,674          --           --           --          (75)         946           --
     Net change in unrealized
        appreciation or depreciation
        on investments                     111,040          --           --           --         (512)      19,663           --
   ----------------------------------   ----------   ---------    ---------    ---------    ---------    ---------    ---------
   NET REALIZED AND UNREALIZED GAIN
      (LOSS) ON INVESTMENTS                114,714          --           --           --         (587)      20,609           --
   ----------------------------------   ----------   ---------    ---------    ---------    ---------    ---------    ---------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                        $  143,496   $      --    $      --    $      --    $    (604)   $  20,362    $      --
   ----------------------------------   ==========   =========    =========    =========    =========    =========    =========
   YEAR ENDED DECEMBER 31, 1999
   Net Investment Income (Loss):
     Dividends from investment income   $  125,411   $   4,719    $   4,476    $      --    $     747    $   7,394    $      --
     Dividends from net realized
        gains on investments                58,975      13,510           --           --           --        3,033           --
     Mortality and expense
        guarantees:
       VUL I                               (57,431)         --           --           --       (1,046)      (8,959)          --
       LVUL                                (12,968)       (508)        (308)         (57)        (395)        (600)         (15)
       VUL-DB                                  (13)         (2)          (2)          (2)          (6)          (2)          (2)
   ----------------------------------   ----------   ---------    ---------    ---------    ---------    ---------    ---------
   NET INVESTMENT INCOME (LOSS)            113,974      17,719        4,166          (59)        (700)         866          (17)
   Net Realized and Unrealized Gain
      (Loss) on Investments:
     Net realized gain (loss) on
        investments                        121,178         614         (227)         140          618      (14,536)         (19)
     Net change in unrealized
        appreciation or depreciation
        on investments                   1,738,936      38,073       (3,867)         812      106,630      (17,712)          47
   ----------------------------------   ----------   ---------    ---------    ---------    ---------    ---------    ---------
   NET REALIZED AND UNREALIZED GAIN
      (LOSS) ON INVESTMENTS              1,860,114      38,687       (4,094)         952      107,248      (32,248)          28
   ----------------------------------   ----------   ---------    ---------    ---------    ---------    ---------    ---------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                        $1,974,088   $  56,406    $      72    $     893    $ 106,548    $ (31,382)   $      11
   ----------------------------------   ==========   =========    =========    =========    =========    =========    =========

<CAPTION>
                                                 FIDELITY     FIDELITY     FIDELITY
                                    DELAWARE     VIP          VIP II       VIP II
                                    PREMIUM      EQUITY-      ASSET        CONTRAFUND
                                    TREND        INCOME       MANAGER      SERVICE CLASS
                                    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
   <S>                              <C>          <C>          <C>          <C>
   -------------------------------
   PERIOD FROM JUNE 18, 1998 TO DE
   Net Investment Income (Loss):
     Dividends from investment inc  $      --    $      --    $      --     $       --
     Dividends from net realized
        gains on investments               --           --           --             --
     Mortality and expense guarant
        - VUL I                          (225)        (881)         (73)            --
   -------------------------------  ---------    ---------    ---------     ----------
   NET INVESTMENT INCOME (LOSS)          (225)        (881)         (73)            --
   Net Realized and Unrealized Gai
      (Loss) on Investments:
     Net realized gain (loss) on
        investments                       593        1,374          362             --
     Net change in unrealized
        appreciation or depreciati
        on investments                 30,739       48,819        4,003             --
   -------------------------------  ---------    ---------    ---------     ----------
   NET REALIZED AND UNREALIZED GAI
      (LOSS) ON INVESTMENTS            31,332       50,193        4,365             --
   -------------------------------  ---------    ---------    ---------     ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                    $  31,107    $  49,312    $   4,292     $       --
   -------------------------------  =========    =========    =========     ==========
   YEAR ENDED DECEMBER 31, 1999
   Net Investment Income (Loss):
     Dividends from investment inc  $      46    $  18,261    $   4,204     $       --
     Dividends from net realized
        gains on investments               --       40,365        5,324             --
     Mortality and expense
        guarantees:
       VUL I                           (7,115)     (23,929)      (3,903)            --
       LVUL                            (1,652)          --           --         (3,052)
       VUL-DB                              (5)          --           --             (8)
   -------------------------------  ---------    ---------    ---------     ----------
   NET INVESTMENT INCOME (LOSS)        (8,726)      34,697        5,625         (3,060)
   Net Realized and Unrealized Gai
      (Loss) on Investments:
     Net realized gain (loss) on
        investments                    22,249        5,664        1,235          8,471
     Net change in unrealized
        appreciation or depreciati
        on investments                899,442      (12,316)      55,916        213,827
   -------------------------------  ---------    ---------    ---------     ----------
   NET REALIZED AND UNREALIZED GAI
      (LOSS) ON INVESTMENTS           921,691       (6,652)      57,151        222,298
   -------------------------------  ---------    ---------    ---------     ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                    $ 912,965    $  28,045    $  62,776     $  219,238
   -------------------------------  =========    =========    =========     ==========
</TABLE>

See accompanying notes.

                                                                             M-7
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
STATEMENTS OF OPERATIONS (CONTINUED)
PERIOD FROM JUNE 18, 1998 TO DECEMBER 31, 1998 AND THE YEAR ENDED DECEMBER 31,
1999
<TABLE>
<CAPTION>
                                                     FIDELITY                     JANUS
                                        FIDELITY     VIP III         JANUS        ASPEN
                                        VIP II       GROWTH          ASPEN        SERIES                    LN
                                        INVESTMENT   OPPORTUNITIES   SERIES       WORLDWIDE    LN           CAPITAL
                                        GRADE BOND   SERVICE CLASS   BALANCED     GROWTH       BOND         APPRECIATION
                                        SUBACCOUNT   SUBACCOUNT      SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
   <S>                                  <C>          <C>             <C>          <C>          <C>          <C>
   ---------------------------------------------------------------------------------------------------------------------
   PERIOD FROM JUNE 18, 1998 TO DECEMBER 31, 1998
   Net Investment Income (Loss):
     Dividends from investment income   $      --     $        --    $      --    $      --    $      --     $       --
     Dividends from net realized
        gains on investments                   --              --           --           --           --             --
     Mortality and expense guarantees
        - VUL I                              (461)             --           --           --           --             --
   ----------------------------------   ----------    -----------    ---------    ---------    ---------     ----------
   NET INVESTMENT INCOME (LOSS)              (461)             --           --           --           --             --
   Net Realized and Unrealized Gain
      (Loss) on Investments:
     Net realized gain (loss) on
        investments                            72              --           --           --           --             --
     Net change in unrealized
        appreciation or depreciation
        on investments                      5,094              --           --           --           --             --
   ----------------------------------   ----------    -----------    ---------    ---------    ---------     ----------
   NET REALIZED AND UNREALIZED GAIN
      (LOSS) ON INVESTMENTS                 5,166              --           --           --           --             --
   ----------------------------------   ----------    -----------    ---------    ---------    ---------     ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                        $   4,705     $        --    $      --    $      --    $      --     $       --
   ----------------------------------   ==========    ===========    =========    =========    =========     ==========
   YEAR ENDED DECEMBER 31, 1999
   Net Investment Income (Loss):
     Dividends from investment income   $  21,279     $        --    $  31,010    $       3    $  21,511     $       --
     Dividends from net realized
        gains on investments                6,676              --           --           --           --             --
     Mortality and expense
        guarantees:
       VUL I                              (11,282)             --           --           --           --             --
       LVUL                                    --          (1,669)      (3,457)      (4,060)      (1,523)        (2,227)
       VUL-DB                                  --              (2)         (11)         (14)          (3)           (13)
   ----------------------------------   ----------    -----------    ---------    ---------    ---------     ----------
   NET INVESTMENT INCOME (LOSS)            16,673          (1,671)      27,542       (4,071)      19,985         (2,240)
   Net Realized and Unrealized Gain
      (Loss) on Investments:
     Net realized gain (loss) on
        investments                        (6,618)         (2,551)      15,984       13,553         (144)        24,904
     Net change in unrealized
        appreciation or depreciation
        on investments                    (28,284)         35,718      187,623      718,343      (45,375)       209,924
   ----------------------------------   ----------    -----------    ---------    ---------    ---------     ----------
   NET REALIZED AND UNREALIZED GAIN
      (LOSS) ON INVESTMENTS               (34,902)         33,167      203,607      731,896      (45,519)       234,828
   ----------------------------------   ----------    -----------    ---------    ---------    ---------     ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                        $ (18,229)    $    31,496    $ 231,149    $ 727,825    $ (25,534)    $  232,588
   ----------------------------------   ==========    ===========    =========    =========    =========     ==========

<CAPTION>

                                                 LN
                                    LN           GLOBAL       LN           LN           MFS
                                    EQUITY-      ASSET        MONEY        SOCIAL       EMERGING
                                    INCOME       ALLOCATION   MARKET       AWARENESS    GROWTH
                                    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
   <S>                              <C>          <C>          <C>          <C>          <C>
   -------------------------------
   PERIOD FROM JUNE 18, 1998 TO DE
   Net Investment Income (Loss):
     Dividends from investment inc  $      --    $      --    $  19,001    $      --    $       --
     Dividends from net realized
        gains on investments               --           --           --           --            --
     Mortality and expense guarant
        - VUL I                            --           --       (3,216)          --          (252)
   -------------------------------  ---------    ---------    ---------    ---------    ----------
   NET INVESTMENT INCOME (LOSS)            --           --       15,785           --          (252)
   Net Realized and Unrealized Gai
      (Loss) on Investments:
     Net realized gain (loss) on
        investments                        --           --           --           --           592
     Net change in unrealized
        appreciation or depreciati
        on investments                     --           --           --           --        41,059
   -------------------------------  ---------    ---------    ---------    ---------    ----------
   NET REALIZED AND UNREALIZED GAI
      (LOSS) ON INVESTMENTS                --           --           --           --        41,651
   -------------------------------  ---------    ---------    ---------    ---------    ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                    $      --    $      --    $  15,785    $      --    $   41,399
   -------------------------------  =========    =========    =========    =========    ==========
   YEAR ENDED DECEMBER 31, 1999
   Net Investment Income (Loss):
     Dividends from investment inc  $     297    $     374    $ 293,414    $   1,906    $       --
     Dividends from net realized
        gains on investments               --           --           --           --            --
     Mortality and expense
        guarantees:
       VUL I                               --           --      (34,391)          --       (10,782)
       LVUL                              (153)        (133)     (13,538)      (1,071)       (8,916)
       VUL-DB                              (2)          (2)        (135)          (2)          (10)
   -------------------------------  ---------    ---------    ---------    ---------    ----------
   NET INVESTMENT INCOME (LOSS)           142          239      245,350          833       (19,708)
   Net Realized and Unrealized Gai
      (Loss) on Investments:
     Net realized gain (loss) on
        investments                       519           12           --        2,621        61,460
     Net change in unrealized
        appreciation or depreciati
        on investments                  7,477        6,950           --       41,921     2,881,313
   -------------------------------  ---------    ---------    ---------    ---------    ----------
   NET REALIZED AND UNREALIZED GAI
      (LOSS) ON INVESTMENTS             7,996        6,962           --       44,542     2,942,773
   -------------------------------  ---------    ---------    ---------    ---------    ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                    $   8,138    $   7,201    $ 245,350    $  45,375    $2,923,065
   -------------------------------  =========    =========    =========    =========    ==========
</TABLE>

See accompanying notes.

M-8
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
STATEMENTS OF OPERATIONS (CONTINUED)
PERIOD FROM JUNE 18, 1998 TO DECEMBER 31, 1998 AND THE YEAR ENDED DECEMBER 31,
1999
<TABLE>
<CAPTION>
                                                                                                      OCC
                                                  MFS                       AMT                       ACCUMULATION   OCC
                                                  TOTAL        MFS          MID-CAP      AMT          GLOBAL         ACCUMULATION
                                                  RETURN       UTILITIES    GROWTH       PARTNERS     EQUITY         MANAGED
                                                  SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT     SUBACCOUNT
   <S>                                            <C>          <C>          <C>          <C>          <C>            <C>
   ------------------------------------------------------------------------------------------------------------------------------
   PERIOD FROM JUNE 18, 1998 TO DECEMBER 31, 1998
   Net Investment Income (Loss):
     Dividends from investment income             $      --    $      --    $      --    $      --    $     1,059    $        --
     Dividends from net realized gains on
        investments                                      --           --           --           --          3,647              2
     Mortality and expense guarantees - VUL I          (451)        (319)          --           --           (104)          (140)
   --------------------------------------------   ---------    ---------    ---------    ---------    -----------    -----------
   NET INVESTMENT INCOME (LOSS)                        (451)        (319)          --           --          4,602           (138)
   Net Realized and Unrealized Gain (Loss) on
      Investments:
     Net realized gain (loss) on investments            599          600           --           --            660             85
     Net change in unrealized appreciation or
        depreciation on investments                  18,520       15,337           --           --          1,012          4,808
   --------------------------------------------   ---------    ---------    ---------    ---------    -----------    -----------
   NET REALIZED AND UNREALIZED GAIN (LOSS) ON
      INVESTMENTS                                    19,119       15,937           --           --          1,672          4,893
   --------------------------------------------   ---------    ---------    ---------    ---------    -----------    -----------
   NET INCREASE (DECREASE) IN NET ASSETS
      RESULTING FROM OPERATIONS                   $  18,668    $  15,618    $      --    $      --    $     6,274    $     4,755
   --------------------------------------------   =========    =========    =========    =========    ===========    ===========

   YEAR ENDED DECEMBER 31, 1999
   Net Investment Income (Loss):
     Dividends from investment income             $  23,209    $   7,124    $      --    $      --    $     7,695    $     3,979
     Dividends from net realized gains on
        investments                                  43,039       35,818           --           --         80,398          8,929
     Mortality and expense guarantees:
       VUL I                                        (11,122)      (6,403)          --           --         (2,314)        (4,000)
       LVUL                                          (1,110)        (853)        (774)        (436)            --             --
       VUL-DB                                            (9)          (3)          (2)          (2)            --             --
   --------------------------------------------   ---------    ---------    ---------    ---------    -----------    -----------
   NET INVESTMENT INCOME (LOSS)                      54,007       35,683         (776)        (438)        85,779          8,908
   Net Realized and Unrealized Gain (Loss) on
      Investments:
     Net realized gain (loss) on investments          1,031       20,214        7,203       (2,057)         5,559            851
     Net change in unrealized appreciation or
        depreciation on investments                 (24,617)     281,617      159,991        4,883        (20,051)        (1,286)
   --------------------------------------------   ---------    ---------    ---------    ---------    -----------    -----------
   NET REALIZED AND UNREALIZED GAIN (LOSS) ON
      INVESTMENTS                                   (23,586)     301,831      167,194        2,826        (14,492)          (435)
   --------------------------------------------   ---------    ---------    ---------    ---------    -----------    -----------
   NET INCREASE (DECREASE) IN NET ASSETS
      RESULTING FROM OPERATIONS                   $  30,421    $ 337,514    $ 166,418    $   2,388    $    71,287    $     8,473
   --------------------------------------------   =========    =========    =========    =========    ===========    ===========

<CAPTION>

                                                 TEMPLETON                    TEMPLETON                    TEMPLETON
                                                 ASSET        TEMPLETON       INTERNATIONAL   TEMPLETON    STOCK
                                                 ALLOCATION   INTERNATIONAL   CLASS 2         STOCK        CLASS 2
                                                 SUBACCOUNT   SUBACCOUNT      SUBACCOUNT      SUBACCOUNT   SUBACCOUNT
   <S>                                           <C>          <C>             <C>             <C>          <C>
   --------------------------------------------
   PERIOD FROM JUNE 18, 1998 TO DECEMBER 31, 19
   Net Investment Income (Loss):
     Dividends from investment income            $      --     $        --     $        --    $      --    $      --
     Dividends from net realized gains on
        investments                                     --              --              --           --           --
     Mortality and expense guarantees - VUL I          (45)           (582)             --         (108)          --
   --------------------------------------------  ---------     -----------     -----------    ---------    ---------
   NET INVESTMENT INCOME (LOSS)                        (45)           (582)             --         (108)          --
   Net Realized and Unrealized Gain (Loss) on
      Investments:
     Net realized gain (loss) on investments           234            (357)             --          (71)          --
     Net change in unrealized appreciation or
        depreciation on investments                  2,272          21,136              --        2,721           --
   --------------------------------------------  ---------     -----------     -----------    ---------    ---------
   NET REALIZED AND UNREALIZED GAIN (LOSS) ON
      INVESTMENTS                                    2,506          20,779              --        2,650           --
   --------------------------------------------  ---------     -----------     -----------    ---------    ---------
   NET INCREASE (DECREASE) IN NET ASSETS
      RESULTING FROM OPERATIONS                  $   2,461     $    20,197     $        --    $   2,542    $      --
   --------------------------------------------  =========     ===========     ===========    =========    =========
   YEAR ENDED DECEMBER 31, 1999
   Net Investment Income (Loss):
     Dividends from investment income            $   1,857     $    32,375     $        --    $   3,072    $      --
     Dividends from net realized gains on
        investments                                 10,335         112,459              --       14,216           --
     Mortality and expense guarantees:
       VUL I                                        (1,295)        (16,129)             --       (2,335)          --
       LVUL                                             --              --            (906)          --          (68)
       VUL-DB                                           --              --               3           --           (2)
   --------------------------------------------  ---------     -----------     -----------    ---------    ---------
   NET INVESTMENT INCOME (LOSS)                     10,897         128,705            (903)      14,953          (70)
   Net Realized and Unrealized Gain (Loss) on
      Investments:
     Net realized gain (loss) on investments            48           6,081             (86)        (193)         196
     Net change in unrealized appreciation or
        depreciation on investments                 23,978         348,831          86,846       69,824        5,753
   --------------------------------------------  ---------     -----------     -----------    ---------    ---------
   NET REALIZED AND UNREALIZED GAIN (LOSS) ON
      INVESTMENTS                                   24,026         354,912          86,760       69,631        5,949
   --------------------------------------------  ---------     -----------     -----------    ---------    ---------
   NET INCREASE (DECREASE) IN NET ASSETS
      RESULTING FROM OPERATIONS                  $  34,923     $   483,617     $    85,857    $  84,584    $   5,879
   --------------------------------------------  =========     ===========     ===========    =========    =========
</TABLE>

See accompanying notes.

                                                                             M-9
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JUNE 18, 1998 TO DECEMBER 31, 1998 AND THE YEAR ENDED DECEMBER 31,
1999
<TABLE>
<CAPTION>
                                                            AIM            AIM                         AIM
                                                            V.I.           V.I.          AIM           V.I.            AIM
                                                            CAPITAL        DIVERSIFIED   V.I.          INTERNATIONAL   V.I.
                                                            APPRECIATION   INCOME        GROWTH        EQUITY          VALUE
                                             COMBINED       SUBACCOUNT     SUBACCOUNT    SUBACCOUNT    SUBACCOUNT      SUBACCOUNT
   <S>                                       <C>            <C>            <C>           <C>           <C>             <C>
   -------------------------------------------------------------------------------------------------------------------------------
   Changes From Operations:
     Net investment income (loss)            $    145,536    $    8,986     $   9,031    $    44,796    $        --    $    37,353
     Net realized gain (loss) on
     investments                                   13,135           572          (231)         1,004             --          2,502
     Net change in unrealized appreciation
     or
       depreciation on investments                502,853        44,531        (7,193)        70,745             --         69,059
   ---------------------------------------   ------------    ----------     ---------    -----------    -----------    -----------
   NET INCREASE (DECREASE) IN NET ASSETS
      RESULTING FROM OPERATIONS                   661,524        54,089         1,607        116,545             --        108,914
   Change From Unit Transactions:
     Participant purchases                     20,516,015       440,198       220,792        871,193             --      1,007,254
     Participant withdrawals                   (6,789,814)      (27,149)      (42,127)       (56,295)            --        (61,324)
   ---------------------------------------   ------------    ----------     ---------    -----------    -----------    -----------
   NET INCREASE IN NET ASSETS RESULTING
      FROM UNIT TRANSACTIONS                   13,726,201       413,049       178,665        814,898             --        945,930
   ---------------------------------------   ------------    ----------     ---------    -----------    -----------    -----------
   TOTAL INCREASE IN NET ASSETS                14,387,725       467,138       180,272        931,443             --      1,054,844
   ---------------------------------------   ------------    ----------     ---------    -----------    -----------    -----------
   NET ASSETS AT DECEMBER 31, 1998             14,387,725       467,138       180,272        931,443             --      1,054,844
   Changes From Operations:
     Net investment income (loss)               1,398,689        61,457        25,770        329,960          4,102        165,113
     Net realized gain (loss) on
     investments                                  528,621        57,689        (1,348)        82,345            282         94,081
     Net change in unrealized appreciation
     or
       depreciation on investments             11,833,812       894,541       (32,495)     1,409,677         33,598      1,487,488
   ---------------------------------------   ------------    ----------     ---------    -----------    -----------    -----------
   NET INCREASE (DECREASE) IN NET ASSETS
      RESULTING FROM OPERATIONS                13,761,122     1,013,687        (8,073)     1,821,982         37,982      1,746,682
   Change From Unit Transactions:
     Participant purchases                    139,928,307     2,409,008       354,673      9,187,445        178,708     12,407,218
     Participant withdrawals                  (48,553,197)     (324,017)      (66,027)      (901,664)        (7,977)    (1,112,168)
   ---------------------------------------   ------------    ----------     ---------    -----------    -----------    -----------
   NET INCREASE IN NET ASSETS RESULTING
      FROM UNIT TRANSACTIONS                   91,375,110     2,084,991       288,646      8,285,781        170,731     11,295,050
   ---------------------------------------   ------------    ----------     ---------    -----------    -----------    -----------
   TOTAL INCREASE IN NET ASSETS               105,136,232     3,098,678       280,573     10,107,763        208,713     13,041,732
   ---------------------------------------   ------------    ----------     ---------    -----------    -----------    -----------
   NET ASSETS AT DECEMBER 31, 1999           $119,523,957    $3,565,816     $ 460,845    $11,039,206    $   208,713    $14,096,576
   ---------------------------------------   ============    ==========     =========    ===========    ===========    ===========

<CAPTION>
                                                         AVIS         AVIS
                                            AVIS         GROWTH &     GLOBAL SMALL     BARON        BT
                                            GROWTH       INCOME       CAPITALIZATION   CAPITAL      EAFE
                                            CLASS 2      CLASS 2      CLASS 2          ASSET        EQUITY INDEX
                                            SUBACCOUNT   SUBACCOUNT   SUBACCOUNT       SUBACCOUNT   SUBACCOUNT
   <S>                                      <C>          <C>          <C>              <C>          <C>
   ---------------------------------------
   Changes From Operations:
     Net investment income (loss)           $      --    $      --      $        --    $      --    $        --
     Net realized gain (loss) on
     investments                                   --           --               --           --             --
     Net change in unrealized appreciation
     or
       depreciation on investments                 --           --               --           --             --
   ---------------------------------------  ---------    ---------      -----------    ---------    -----------
   NET INCREASE (DECREASE) IN NET ASSETS
      RESULTING FROM OPERATIONS                    --           --               --           --             --
   Change From Unit Transactions:
     Participant purchases                         --           --               --           --             --
     Participant withdrawals                       --           --               --           --             --
   ---------------------------------------  ---------    ---------      -----------    ---------    -----------
   NET INCREASE IN NET ASSETS RESULTING
      FROM UNIT TRANSACTIONS                       --           --               --           --             --
   ---------------------------------------  ---------    ---------      -----------    ---------    -----------
   TOTAL INCREASE IN NET ASSETS                    --           --               --           --             --
   ---------------------------------------  ---------    ---------      -----------    ---------    -----------
   NET ASSETS AT DECEMBER 31, 1998                 --           --               --           --             --
   Changes From Operations:
     Net investment income (loss)               1,051          214              105         (253)        26,866
     Net realized gain (loss) on
     investments                                    2           (1)               6         (623)         2,214
     Net change in unrealized appreciation
     or
       depreciation on investments                622         (100)             195       29,918         39,201
   ---------------------------------------  ---------    ---------      -----------    ---------    -----------
   NET INCREASE (DECREASE) IN NET ASSETS
      RESULTING FROM OPERATIONS                 1,675          113              306       29,042         68,281
   Change From Unit Transactions:
     Participant purchases                     49,345        1,320              991      295,372        582,674
     Participant withdrawals                   (2,701)        (138)            (109)     (25,121)       (37,848)
   ---------------------------------------  ---------    ---------      -----------    ---------    -----------
   NET INCREASE IN NET ASSETS RESULTING
      FROM UNIT TRANSACTIONS                   46,644        1,182              882      270,251        544,826
   ---------------------------------------  ---------    ---------      -----------    ---------    -----------
   TOTAL INCREASE IN NET ASSETS                48,319        1,295            1,188      299,293        613,107
   ---------------------------------------  ---------    ---------      -----------    ---------    -----------
   NET ASSETS AT DECEMBER 31, 1999          $  48,319    $   1,295      $     1,188    $ 299,293    $   613,107
   ---------------------------------------  =========    =========      ===========    =========    ===========
</TABLE>

See accompanying notes.

M-10
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)
PERIOD FROM JUNE 18, 1998 TO DECEMBER 31, 1998 AND THE YEAR ENDED DECEMBER 31,
1999
<TABLE>
<CAPTION>
                                                                                             DELAWARE     DELAWARE
                                        BT            BT           DELAWARE     DELAWARE     PREMIUM      PREMIUM      DELAWARE
                                        EQUITY        SMALL        PREMIUM      PREMIUM      EMERGING     SMALL        PREMIUM
                                        500 INDEX     CAP INDEX    DELCHESTER   DEVON        MARKETS      CAP VALUE    REIT
                                        SUBACCOUNT    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
   <S>                                  <C>           <C>          <C>          <C>          <C>          <C>          <C>
   ------------------------------------------------------------------------------------------------------------------------------
   Changes From Operations:
     Net investment income (loss)       $    28,782   $      --    $      --    $      --    $     (17)   $     (247)  $      --
     Net realized gain (loss) on
     investments                              3,674          --           --           --          (75)          946          --
     Net change in unrealized
     appreciation or
       depreciation on investments          111,040          --           --           --         (512)       19,663          --
   ----------------------------------   -----------   ---------    ---------    ---------    ---------    ----------   ---------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                            143,496          --           --           --         (604)       20,362          --
   Change From Unit Transactions:
     Participant purchases                2,738,345          --           --           --       15,958       278,003          --
     Participant withdrawals                (53,631)         --           --           --       (1,610)      (18,198)         --
   ----------------------------------   -----------   ---------    ---------    ---------    ---------    ----------   ---------
   NET INCREASE IN NET ASSETS
      RESULTING FROM UNIT
      TRANSACTIONS                        2,684,714          --           --           --       14,348       259,805          --
   ----------------------------------   -----------   ---------    ---------    ---------    ---------    ----------   ---------
   TOTAL INCREASE IN NET ASSETS           2,828,210          --           --           --       13,744       280,167          --
   ----------------------------------   -----------   ---------    ---------    ---------    ---------    ----------   ---------
   NET ASSETS AT DECEMBER 31, 1998        2,828,210          --           --           --       13,744       280,167          --
   Changes From Operations:
     Net investment income (loss)           113,974      17,719        4,166          (59)        (700)          866         (17)
     Net realized gain (loss) on
     investments                            121,178         614         (227)         140          618       (14,536)        (19)
     Net change in unrealized
     appreciation or
       depreciation on investments        1,738,936      38,073       (3,867)         812      106,630       (17,712)         47
   ----------------------------------   -----------   ---------    ---------    ---------    ---------    ----------   ---------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                          1,974,088      56,406           72          893      106,548       (31,382)         11
   Change From Unit Transactions:
     Participant purchases               16,329,550     459,957      202,822       70,663      667,277     2,370,132       9,578
     Participant withdrawals             (1,021,337)    (16,234)     (11,012)      (2,381)     (44,689)     (266,984)       (739)
   ----------------------------------   -----------   ---------    ---------    ---------    ---------    ----------   ---------
   NET INCREASE IN NET ASSETS
      RESULTING FROM UNIT
      TRANSACTIONS                       15,308,213     443,723      191,810       68,282      622,588     2,103,148       8,839
   ----------------------------------   -----------   ---------    ---------    ---------    ---------    ----------   ---------
   TOTAL INCREASE IN NET ASSETS          17,282,301     500,129      191,882       69,175      729,136     2,071,766       8,850
   ----------------------------------   -----------   ---------    ---------    ---------    ---------    ----------   ---------
   NET ASSETS AT DECEMBER 31, 1999      $20,110,511   $ 500,129    $ 191,882    $  69,175    $ 742,880    $2,351,933   $   8,850
   ----------------------------------   ===========   =========    =========    =========    =========    ==========   =========

<CAPTION>
                                                 FIDELITY     FIDELITY     FIDELITY
                                    DELAWARE     VIP          VIP II       VIP II
                                    PREMIUM      EQUITY-      ASSET        CONTRAFUND
                                    TREND        INCOME       MANAGER      SERVICE CLASS
                                    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
   <S>                              <C>          <C>          <C>          <C>
   -------------------------------
   Changes From Operations:
     Net investment income (loss)   $     (225)  $     (881)  $     (73)    $       --
     Net realized gain (loss) on
     investments                           593        1,374         362             --
     Net change in unrealized
     appreciation or
       depreciation on investments      30,739       48,819       4,003             --
   -------------------------------  ----------   ----------   ---------     ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                        31,107       49,312       4,292             --
   Change From Unit Transactions:
     Participant purchases             316,822      874,010      86,282             --
     Participant withdrawals           (10,588)     (59,221)     (9,144)            --
   -------------------------------  ----------   ----------   ---------     ----------
   NET INCREASE IN NET ASSETS
      RESULTING FROM UNIT
      TRANSACTIONS                     306,234      814,789      77,138             --
   -------------------------------  ----------   ----------   ---------     ----------
   TOTAL INCREASE IN NET ASSETS        337,341      864,101      81,430             --
   -------------------------------  ----------   ----------   ---------     ----------
   NET ASSETS AT DECEMBER 31, 1998     337,341      864,101      81,430             --
   Changes From Operations:
     Net investment income (loss)       (8,726)      34,697       5,625         (3,060)
     Net realized gain (loss) on
     investments                        22,249        5,664       1,235          8,471
     Net change in unrealized
     appreciation or
       depreciation on investments     899,442      (12,316)     55,916        213,827
   -------------------------------  ----------   ----------   ---------     ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                       912,965       28,045      62,776        219,238
   Change From Unit Transactions:
     Participant purchases           2,605,257    4,049,302     844,190      2,269,529
     Participant withdrawals          (202,326)    (426,450)    (90,989)      (117,183)
   -------------------------------  ----------   ----------   ---------     ----------
   NET INCREASE IN NET ASSETS
      RESULTING FROM UNIT
      TRANSACTIONS                   2,402,931    3,622,852     753,201      2,152,346
   -------------------------------  ----------   ----------   ---------     ----------
   TOTAL INCREASE IN NET ASSETS      3,315,896    3,650,897     815,977      2,371,584
   -------------------------------  ----------   ----------   ---------     ----------
   NET ASSETS AT DECEMBER 31, 1999  $3,653,237   $4,514,998   $ 897,407     $2,371,584
   -------------------------------  ==========   ==========   =========     ==========
</TABLE>

                                                                            M-11
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)
PERIOD FROM JUNE 18, 1998 TO DECEMBER 31, 1998 AND THE YEAR ENDED DECEMBER 31,
1999
<TABLE>
<CAPTION>
                                                     FIDELITY                     JANUS
                                        FIDELITY     VIP III         JANUS        ASPEN
                                        VIP II       GROWTH          ASPEN        SERIES                    LN
                                        INVESTMENT   OPPORTUNITIES   SERIES       WORLDWIDE    LN           CAPITAL
                                        GRADE BOND   SERVICE CLASS   BALANCED     GROWTH       BOND         APPRECIATION
                                        SUBACCOUNT   SUBACCOUNT      SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
   <S>                                  <C>          <C>             <C>          <C>          <C>          <C>
   ---------------------------------------------------------------------------------------------------------------------
   Changes From Operations:
     Net investment income (loss)       $     (461)   $        --    $       --   $       --   $       --    $       --
     Net realized gain (loss) on
     investments                                72             --            --           --           --            --
     Net change in unrealized
     appreciation or
       depreciation on investments           5,094             --            --           --           --            --
   ----------------------------------   ----------    -----------    ----------   ----------   ----------    ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                             4,705             --            --           --           --            --
   Change From Unit Transactions:
     Participant purchases                 474,803             --            --           --           --            --
     Participant withdrawals               (30,157)            --            --           --           --            --
   ----------------------------------   ----------    -----------    ----------   ----------   ----------    ----------
   NET INCREASE IN NET ASSETS
      RESULTING FROM UNIT
      TRANSACTIONS                         444,646             --            --           --           --            --
   ----------------------------------   ----------    -----------    ----------   ----------   ----------    ----------
   TOTAL INCREASE IN NET ASSETS            449,351             --            --           --           --            --
   ----------------------------------   ----------    -----------    ----------   ----------   ----------    ----------
   NET ASSETS AT DECEMBER 31, 1998         449,351             --            --           --           --            --
   Changes From Operations:
     Net investment income (loss)           16,673         (1,671)       27,542       (4,071)      19,985        (2,240)
     Net realized gain (loss) on
     investments                            (6,618)        (2,551)       15,984       13,553         (144)       24,904
     Net change in unrealized
     appreciation or
       depreciation on investments         (28,284)        35,718       187,623      718,343      (45,375)      209,924
   ----------------------------------   ----------    -----------    ----------   ----------   ----------    ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                           (18,229)        31,496       231,149      727,825      (25,534)      232,588
   Change From Unit Transactions:
     Participant purchases               2,084,025      1,526,114     2,965,963    3,562,159    2,337,796     2,171,761
     Participant withdrawals              (202,400)       (72,548)     (187,384)    (197,988)     (61,866)      (96,690)
   ----------------------------------   ----------    -----------    ----------   ----------   ----------    ----------
   NET INCREASE IN NET ASSETS
      RESULTING FROM UNIT
      TRANSACTIONS                       1,881,625      1,453,566     2,778,579    3,364,171    2,275,930     2,075,071
   ----------------------------------   ----------    -----------    ----------   ----------   ----------    ----------
   TOTAL INCREASE IN NET ASSETS          1,863,396      1,485,062     3,009,728    4,091,996    2,250,396     2,307,659
   ----------------------------------   ----------    -----------    ----------   ----------   ----------    ----------
   NET ASSETS AT DECEMBER 31, 1999      $2,312,747    $ 1,485,062    $3,009,728   $4,091,996   $2,250,396    $2,307,659
   ----------------------------------   ==========    ===========    ==========   ==========   ==========    ==========

<CAPTION>

                                                 LN
                                    LN           GLOBAL       LN             LN           MFS
                                    EQUITY-      ASSET        MONEY          SOCIAL       EMERGING
                                    INCOME       ALLOCATION   MARKET         AWARENESS    GROWTH
                                    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT     SUBACCOUNT   SUBACCOUNT
   <S>                              <C>          <C>          <C>            <C>          <C>
   -------------------------------
   Changes From Operations:
     Net investment income (loss)   $      --    $      --    $     15,785   $      --    $     (252)
     Net realized gain (loss) on
     investments                           --           --              --          --           592
     Net change in unrealized
     appreciation or
       depreciation on investments         --           --              --                    41,059
   -------------------------------  ---------    ---------    ------------   ---------    ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                           --           --          15,785          --        41,399
   Change From Unit Transactions:
     Participant purchases                 --           --      10,886,091          --       308,188
     Participant withdrawals               --           --      (6,303,498)         --       (18,804)
   -------------------------------  ---------    ---------    ------------   ---------    ----------
   NET INCREASE IN NET ASSETS
      RESULTING FROM UNIT
      TRANSACTIONS                         --           --       4,582,593          --       289,384
   -------------------------------  ---------    ---------    ------------   ---------    ----------
   TOTAL INCREASE IN NET ASSETS            --           --       4,598,378          --       330,783
   -------------------------------  ---------    ---------    ------------   ---------    ----------
   NET ASSETS AT DECEMBER 31, 1998         --           --       4,598,378          --       330,783
   Changes From Operations:
     Net investment income (loss)         142          239         245,350         833       (19,708)
     Net realized gain (loss) on
     investments                          519           12              --       2,621        61,460
     Net change in unrealized
     appreciation or
       depreciation on investments      7,477        6,950              --      41,921     2,881,313
   -------------------------------  ---------    ---------    ------------   ---------    ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                        8,138        7,201         245,350      45,375     2,923,065
   Change From Unit Transactions:
     Participant purchases            214,187      117,417      52,799,689     556,555     6,133,471
     Participant withdrawals           (7,825)      (5,118)    (41,249,576)    (23,513)     (454,888)
   -------------------------------  ---------    ---------    ------------   ---------    ----------
   NET INCREASE IN NET ASSETS
      RESULTING FROM UNIT
      TRANSACTIONS                    206,362      112,299      11,550,113     533,042     5,678,583
   -------------------------------  ---------    ---------    ------------   ---------    ----------
   TOTAL INCREASE IN NET ASSETS       214,500      119,500      11,795,463     578,417     8,601,648
   -------------------------------  ---------    ---------    ------------   ---------    ----------
   NET ASSETS AT DECEMBER 31, 1999  $ 214,500    $ 119,500    $ 16,393,841   $ 578,417    $8,932,431
   -------------------------------  =========    =========    ============   =========    ==========
</TABLE>

See accompanying notes.

M-12
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)
PERIOD FROM JUNE 18, 1998 TO DECEMBER 31, 1998 AND THE YEAR ENDED DECEMBER 31,
1999
<TABLE>
<CAPTION>
                                                                                                     OCC
                                                 MFS                       AMT                       ACCUMULATION   OCC
                                                 TOTAL        MFS          MID-CAP      AMT          GLOBAL         ACCUMULATION
                                                 RETURN       UTILITIES    GROWTH       PARTNERS     EQUITY         MANAGED
                                                 SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT     SUBACCOUNT
   <S>                                           <C>          <C>          <C>          <C>          <C>            <C>
   -----------------------------------------------------------------------------------------------------------------------------
   Changes From Operations:
     Net investment income (loss)                $     (451)  $     (319)  $      --    $      --    $     4,602    $      (138)
     Net realized gain (loss) on investments            599          600          --           --            660             85
     Net change in unrealized appreciation or
       depreciation on investments                   18,520       15,337          --           --          1,012          4,808
   -------------------------------------------   ----------   ----------   ---------    ---------    -----------    -----------
   NET INCREASE (DECREASE) IN NET ASSETS
      RESULTING FROM OPERATIONS                      18,668       15,618          --           --          6,274          4,755
   Change From Unit Transactions:
     Participant purchases                          608,312      323,546          --           --         96,433        188,146
     Participant withdrawals                        (24,996)     (11,122)         --           --         (5,799)        (9,805)
   -------------------------------------------   ----------   ----------   ---------    ---------    -----------    -----------
   NET INCREASE IN NET ASSETS RESULTING FROM
      UNIT TRANSACTIONS                             583,316      312,424          --           --         90,634        178,341
   -------------------------------------------   ----------   ----------   ---------    ---------    -----------    -----------
   TOTAL INCREASE IN NET ASSETS                     601,984      328,042          --           --         96,908        183,096
   -------------------------------------------   ----------   ----------   ---------    ---------    -----------    -----------
   NET ASSETS AT DECEMBER 31, 1998                  601,984      328,042          --           --         96,908        183,096
   Changes From Operations:
     Net investment income (loss)                    54,007       35,683        (776)        (438)        85,779          8,908
     Net realized gain (loss) on investments          1,031       20,214       7,203       (2,057)         5,559            851
     Net change in unrealized appreciation or
       depreciation on investments                  (24,617)     281,617     159,991        4,883        (20,051)        (1,286)
   -------------------------------------------   ----------   ----------   ---------    ---------    -----------    -----------
   NET INCREASE (DECREASE) IN NET ASSETS
      RESULTING FROM OPERATIONS                      30,421      337,514     166,418        2,388         71,287          8,473
   Change From Unit Transactions:
     Participant purchases                        2,244,107    1,371,422     540,452      320,403        475,911        731,060
     Participant withdrawals                       (255,790)    (162,695)    (17,052)    (141,809)       (57,530)       (90,269)
   -------------------------------------------   ----------   ----------   ---------    ---------    -----------    -----------
   NET INCREASE IN NET ASSETS RESULTING FROM
      UNIT TRANSACTIONS                           1,988,317    1,208,727     523,400      178,594        418,381        640,791
   -------------------------------------------   ----------   ----------   ---------    ---------    -----------    -----------
   TOTAL INCREASE IN NET ASSETS                   2,018,738    1,546,241     689,818      180,982        489,668        649,264
   -------------------------------------------   ----------   ----------   ---------    ---------    -----------    -----------
   NET ASSETS AT DECEMBER 31, 1999               $2,620,722   $1,874,283   $ 689,818    $ 180,982    $   586,576    $   832,360
   -------------------------------------------   ==========   ==========   =========    =========    ===========    ===========

<CAPTION>

                                                TEMPLETON                    TEMPLETON                    TEMPLETON
                                                ASSET        TEMPLETON       INTERNATIONAL   TEMPLETON    STOCK
                                                ALLOCATION   INTERNATIONAL   CLASS 2         STOCK        CLASS 2
                                                SUBACCOUNT   SUBACCOUNT      SUBACCOUNT      SUBACCOUNT   SUBACCOUNT
   <S>                                          <C>          <C>             <C>             <C>          <C>
   -------------------------------------------
   Changes From Operations:
     Net investment income (loss)               $     (45)    $      (582)    $        --    $    (108)   $      --
     Net realized gain (loss) on investments          234            (357)             --          (71)          --
     Net change in unrealized appreciation or
       depreciation on investments                  2,272          21,136              --        2,721           --
   -------------------------------------------  ---------     -----------     -----------    ---------    ---------
   NET INCREASE (DECREASE) IN NET ASSETS
      RESULTING FROM OPERATIONS                     2,461          20,197              --        2,542           --
   Change From Unit Transactions:
     Participant purchases                         37,943         643,263              --      100,433           --
     Participant withdrawals                       (3,417)        (35,182)             --       (7,747)          --
   -------------------------------------------  ---------     -----------     -----------    ---------    ---------
   NET INCREASE IN NET ASSETS RESULTING FROM
      UNIT TRANSACTIONS                            34,526         608,081              --       92,686           --
   -------------------------------------------  ---------     -----------     -----------    ---------    ---------
   TOTAL INCREASE IN NET ASSETS                    36,987         628,278              --       95,228           --
   -------------------------------------------  ---------     -----------     -----------    ---------    ---------
   NET ASSETS AT DECEMBER 31, 1998                 36,987         628,278              --       95,228           --
   Changes From Operations:
     Net investment income (loss)                  10,897         128,705            (903)      14,953          (70)
     Net realized gain (loss) on investments           48           6,081             (86)        (193)         196
     Net change in unrealized appreciation or
       depreciation on investments                 23,978         348,831          86,846       69,824        5,753
   -------------------------------------------  ---------     -----------     -----------    ---------    ---------
   NET INCREASE (DECREASE) IN NET ASSETS
      RESULTING FROM OPERATIONS                    34,923         483,617          85,857       84,584        5,879
   Change From Unit Transactions:
     Participant purchases                        274,773       2,425,159       1,275,318      387,649       67,905
     Participant withdrawals                      (41,600)       (430,555)        (53,195)     (58,352)      (6,460)
   -------------------------------------------  ---------     -----------     -----------    ---------    ---------
   NET INCREASE IN NET ASSETS RESULTING FROM
      UNIT TRANSACTIONS                           233,173       1,994,604       1,222,123      329,297       61,445
   -------------------------------------------  ---------     -----------     -----------    ---------    ---------
   TOTAL INCREASE IN NET ASSETS                   268,096       2,478,221       1,307,980      413,881       67,324
   -------------------------------------------  ---------     -----------     -----------    ---------    ---------
   NET ASSETS AT DECEMBER 31, 1999              $ 305,083     $ 3,106,499     $ 1,307,980    $ 509,109    $  67,324
   -------------------------------------------  =========     ===========     ===========    =========    =========
</TABLE>

See accompanying notes.

                                                                            M-13
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

NOTES TO FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES AND VARIABLE ACCOUNT INFORMATION
    THE VARIABLE ACCOUNT:
    Lincoln Life Flexible Premium Variable Life Account M (the
    Variable Account) is a segregated investment account of The
    Lincoln National Life Insurance Company (Lincoln Life) and
    is registered as a unit investment trust with the Securities
    and Exchange Commission under the Investment Company Act of
    1940, as amended. The operations of the Variable Account,
    which commenced on June 18, 1998, are part of the operations
    of Lincoln Life. The Variable Account consist of three
    products which are listed below.

    --VUL I
    --LVUL
    --VUL-DB

    The assets of the Variable Account are owned by Lincoln
    Life. The portion of the Variable Account's assets
    supporting the variable life policies may not be used to
    satisfy liabilities arising from any other business of
    Lincoln Life.

    BASIS OF PRESENTATION:
    The accompanying financial statements have been prepared in
    accordance with accounting principles generally accepted in
    the United States for unit investment trusts.

    INVESTMENTS:
    The assets of the Variable Account are divided into variable
    subaccounts each of which is invested in shares of one of 43
    portfolios of fourteen diversified open-end management
    investment companies, each portfolio with its own investment
    objective. The variable subaccounts are:

    AIM Variable Insurance Funds, Inc.:
     AIM V.I. Capital Appreciation Fund
     AIM V.I. Diversified Income Fund
     AIM V.I. Growth Fund
     AIM V.I. International Equity Fund
     AIM V.I. Value Fund

    American Variable Insurance Series (AVIS):
     AVIS Growth Class 2 Fund
     AVIS Growth & Income Class 2 Fund
     AVIS Global Small Capitlization Class 2 Fund

    Baron Capital Funds Trust:
     Baron Capital Asset Fund

    BT Insurance Funds Trust:
     EAFE 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:
     Equity-Income Portfolio

M-14
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1. ACCOUNTING POLICIES AND VARIABLE ACCOUNT INFORMATION (CONTINUED)
    Fidelity Variable Insurance Products Fund II:
     Asset Manager Portfolio
     Contrafund Service Class Portfolio
     Investment Grade Bond Portfolio

    Fidelity Variable Insurance Products Fund III:
     Growth Opportunities Service Class Portfolio

    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 Variable Insurance Trust:
     MFS Emerging Growth Series
     MFS Total Return Series
     MFS Utilities Series

    Neuberger Berman Advisers Management Trust (AMT):
     AMT Mid-Cap Growth Portfolio
     AMT Partners Portfolio

    OCC Accumulation Trust:
     OCC Accumulation Global Equity Portfolio
     OCC Accumulation Managed Portfolio

    Templeton Variable Products Series Fund:
     Templeton Asset Allocation Fund
     Templeton International Fund
     Templeton International Class 2 Fund
     Templeton Stock Fund
     Templeton Stock Class 2 Fund

    Investments in the variable subaccounts are stated at the
    closing net asset value per share on December 31, 1999,
    which approximates fair value. The difference between cost
    and fair value is reflected as unrealized appreciation and
    depreciation of investments.

    Investment transactions are accounted for on a trade date
    basis. The cost of investments sold is determined by the
    average cost method.

    DIVIDENDS:
    Dividends paid to the Variable Account are automatically
    reinvested in shares of the variable subaccounts on the
    payable date. Dividend income is recorded on the ex-dividend
    date.

    FEDERAL INCOME TAXES:
    Operations of the Variable Account form a part of and are
    taxed with operations of Lincoln Life, which is taxed as a
    "life insurance company" under the Internal Revenue Code.
    The Variable Account will not be taxed as a regulated
    investment company under Subchapter M of the Internal
    Revenue Code. Using current federal income tax law, no

                                                                            M-15
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1. ACCOUNTING POLICIES AND VARIABLE ACCOUNT INFORMATION (CONTINUED)
    federal income taxes are payable with respect to the
    Variable Account's net investment income and the net
    realized gain on investments.

2. MORTALITY AND EXPENSE GUARANTEES & OTHER TRANSACTIONS WITH AFFILIATE
    Amounts are paid to Lincoln Life for mortality and expense
    guarantees at a percentage of the current value of the
    Variable Account each day. The mortality and expense risk
    charges for each of the variable subaccounts are reported in
    the statements of operations. The rates are as follows for
    the three policy types within the Variable Account.

    -- VUL I is currently at an annual rate of .80% for policy
      years one through twelve and .55% thereafter.
    -- LVUL is currently at an annual rate of .75% for policy
      years one through ten, .35% for policy years eleven
      through twenty and .20% thereafter.
    -- VUL-DB is currently at an annual rate of .90% for policy
      years one through nineteen and .20% thereafter.

    Prior to the allocation of premiums to the Variable Account,
    Lincoln Life deducts a premium load of 5% of each premium
    payment to cover state taxes and federal income tax
    liabilities and a portion of the sales expenses incurred by
    Lincoln Life. The premium loads for the year ended December
    31, 1999 and the period ended December 31, 1998 amounted to
    $3,155,407 and $562,526, respectively.

    Lincoln Life charges a monthly administrative fee for items
    such as premium billings and collection, policy value
    calculation, confirmations and periodic reports. The fees
    are as follows for the three policy types within the
    Variable Account. Administrative fees for the year ended
    December 31, 1999 and the period ended December 31, 1998
    totaled $347,173 and $28,319, respectively.

    -- VUL I and LVUL are currently $15 per month for the first
      policy year and $5 per month thereafter, guaranteed not to
      exceed $10 after the first policy year.
    -- VUL-DB is currently at $10 per month and during the first
      two policy years, a monthly charge per $1,000 of specified
      amount.

    Lincoln Life assumes responsibility for providing the
    insurance benefit included in the policy. Lincoln Life
    charges a monthly deduction for the cost of insurance and
    any charges for supplemental riders. The cost of insurance
    charge depends on the attained age, risk classification,
    gender classification (in accordance with state law) and the
    current net amount at risk. On a monthly basis, the
    administrative fee and the cost of insurance charge are
    deducted proportionately for the value of each variable
    subaccount and/or fixed account funding options. The fixed
    account is part of the general account of Lincoln Life and
    is not included in these financial statements. The cost of
    insurance charges for the year ended December 31, 1999 and
    the period ended December 31, 1998 amounted to $5,399,180
    and $501,514, respectively.

    Under certain circumstances, Lincoln Life reserves the right
    to charge a transfer fee of $25 for each transfer after the
    twelfth transfer per year between variable subaccounts. For
    the year ended December 31, 1999 and the period ended
    December 31, 1998, no transfer fees were deducted from the
    variable subaccounts.

    Lincoln Life, upon full surrender of a policy, may charge a
    surrender charge. This charge is in part a deferred sales
    charge and in part a recovery of certain first year
    administrative costs. The amount of the surrender charge, if
    any, will depend on the amount of the death benefit, the
    amount of premium payments made during the first two policy
    years and the age of the policy. In no event will the
    surrender charge exceed the maximum

M-16
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2. MORTALITY AND EXPENSE GUARANTEES & OTHER TRANSACTIONS WITH AFFILIATE
   (CONTINUED)
    allowed by state or federal law. No surrender charge is
    imposed on a partial surrender, but an administrative fee of
    $25 is imposed, allocated pro-rata among the variable sub-
    accounts (and, where applicable, the fixed account) from
    which the partial surrender proceeds are taken. Full
    surrender charges and partial surrender administrative
    charges paid to Lincoln Life attributable to the variable
    subaccounts for the year ended December 31, 1999 and the
    period ended December 31, 1998 were $351,525 and $3,764
    respectively.

                                                                            M-17
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT R

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3.  NET ASSETS
    The following is a summary of net assets owned at December 31, 1999.
<TABLE>
<CAPTION>
                                             AIM             AIM                           AIM
                                             V.I.            V.I.           AIM            V.I.             AIM
                                             CAPITAL         DIVERSIFIED    V.I.           INTERNATIONAL    V.I.
                                             APPRECIATION    INCOME         GROWTH         EQUITY           VALUE
                             COMBINED        SUBACCOUNT      SUBACCOUNT     SUBACCOUNT     SUBACCOUNT       SUBACCOUNT
<S>                          <C>             <C>             <C>            <C>            <C>              <C>
- -----------------------------------------------------------------------------------------------------------------------
UNIT TRANSACTIONS:
Accumulation units           $105,101,311     $2,498,040      $ 467,311     $ 9,100,679     $   170,731     $12,240,980
Accumulated net
   investment income
   (loss)                       1,544,225         70,443         34,801         374,756           4,102         202,466
Accumulated net realized
   gain (loss) on
   investments                    541,756         58,261         (1,579)         83,349             282          96,583
Net unrealized
   appreciation
   (depreciation) on
   investments                 12,336,665        939,072        (39,688)      1,480,422          33,598       1,556,547
                             ------------     ----------      ---------     -----------     -----------     -----------
                             $119,523,957     $3,565,816      $ 460,845     $11,039,206     $   208,713     $14,096,576
                             ============     ==========      =========     ===========     ===========     ===========

<CAPTION>
                                         AVIS          AVIS
                           AVIS          GROWTH &      GLOBAL SMALL      BARON         BT
                           GROWTH        INCOME        CAPITALIZATION    CAPITAL       EAFE
                           CLASS 2       CLASS 2       CLASS 2           ASSET         EQUITY INDEX
                           SUBACCOUNT    SUBACCOUNT    SUBACCOUNT        SUBACCOUNT    SUBACCOUNT
<S>                        <C>           <C>           <C>               <C>           <C>
- -------------------------
UNIT TRANSACTIONS:
Accumulation units         $  46,644     $   1,182       $       882     $ 270,251     $   544,826
Accumulated net
   investment income
   (loss)                      1,051           214               105          (253)         26,866
Accumulated net realized
   gain (loss) on
   investments                     2            (1)                6          (623)          2,214
Net unrealized
   appreciation
   (depreciation) on
   investments                   622          (100)              195        29,918          39,201
                           ---------     ---------       -----------     ---------     -----------
                           $  48,319     $   1,295       $     1,188     $ 299,293     $   613,107
                           =========     =========       ===========     =========     ===========
</TABLE>
<TABLE>
<CAPTION>
                                                                                          DELAWARE      DELAWARE
                                 BT             BT            DELAWARE      DELAWARE      PREMIUM       PREMIUM       DELAWARE
                                 EQUITY         SMALL         PREMIUM       PREMIUM       EMERGING      SMALL         PREMIUM
                                 500 INDEX      CAP INDEX     DELCHESTER    DEVON         MARKETS       CAP VALUE     REIT
                                 SUBACCOUNT     SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT
<S>                              <C>            <C>           <C>           <C>           <C>           <C>           <C>
- --------------------------------------------------------------------------------------------------------------------------------
UNIT TRANSACTIONS:
Accumulation units               $17,992,927    $ 443,723     $ 191,810     $  68,282     $ 636,936     $2,362,953    $   8,839
Accumulated net investment
   income (loss)                     142,756       17,719         4,166           (59)         (717)           619          (17)
Accumulated net realized gain
   (loss) on investments             124,852          614          (227)          140           543        (13,590)         (19)
Net unrealized appreciation
   (depreciation) on
   investments                     1,849,976       38,073        (3,867)          812       106,118          1,951           47
                                 -----------    ---------     ---------     ---------     ---------     ----------    ---------
                                 $20,110,511    $ 500,129     $ 191,882     $  69,175     $ 742,880     $2,351,933    $   8,850
                                 ===========    =========     =========     =========     =========     ==========    =========

<CAPTION>
                                             FIDELITY      FIDELITY      FIDELITY
                               DELAWARE      VIP           VIP II        VIP II
                               PREMIUM       EQUITY-       ASSET         CONTRAFUND
                               TREND         INCOME        MANAGER       SERVICE CLASS
                               SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT
<S>                            <C>           <C>           <C>           <C>
- -----------------------------
UNIT TRANSACTIONS:
Accumulation units             $2,709,165    $4,437,641    $ 830,339      $2,152,346
Accumulated net investment
   income (loss)                   (8,951)       33,816        5,552          (3,060)
Accumulated net realized gain
   (loss) on investments           22,842         7,038        1,597           8,471
Net unrealized appreciation
   (depreciation) on
   investments                    930,181        36,503       59,919         213,827
                               ----------    ----------    ---------      ----------
                               $3,653,237    $4,514,998    $ 897,407      $2,371,584
                               ==========    ==========    =========      ==========
</TABLE>

M-18
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT R

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3.  NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
                                              FIDELITY                       JANUS
                                FIDELITY      VIP III          JANUS         ASPEN
                                VIP II        GROWTH           ASPEN         SERIES                      LN              LN
                                INVESTMENT    OPPORTUNITIES    SERIES        WORLDWIDE     LN            CAPITAL         EQUITY-
                                GRADE BOND    SERVICE CLASS    BALANCED      GROWTH        BOND          APPRECIATION    INCOME
                                SUBACCOUNT    SUBACCOUNT       SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT      SUBACCOUNT
<S>                             <C>           <C>              <C>           <C>           <C>           <C>             <C>
- -----------------------------------------------------------------------------------------------------------------------------------
UNIT TRANSACTIONS:
Accumulation units              $2,326,271     $ 1,453,566     $2,778,579    $3,364,171    $2,275,930     $2,075,071     $ 206,362
Accumulated net investment
   income (loss)                    16,212          (1,671)        27,542        (4,071)       19,985         (2,240)          142
Accumulated net realized
   gain (loss) on
   investments                      (6,546)         (2,551)        15,984        13,553          (144)        24,904           519
Net unrealized appreciation
   (depreciation) on
   investments                     (23,190)         35,718        187,623       718,343       (45,375)       209,924         7,477
                                ----------     -----------     ----------    ----------    ----------     ----------     ---------
                                $2,312,747     $ 1,485,062     $3,009,728    $4,091,996    $2,250,396     $2,307,659     $ 214,500
                                ==========     ===========     ==========    ==========    ==========     ==========     =========

<CAPTION>

                              LN
                              GLOBAL        LN             LN            MFS
                              ASSET         MONEY          SOCIAL        EMERGING
                              ALLOCATION    MARKET         AWARENESS     GROWTH
                              SUBACCOUNT    SUBACCOUNT     SUBACCOUNT    SUBACCOUNT
<S>                           <C>           <C>            <C>           <C>
- ----------------------------
UNIT TRANSACTIONS:
Accumulation units            $ 112,299     $16,132,706    $ 533,042     $5,967,967
Accumulated net investment
   income (loss)                    239         261,135          833        (19,960)
Accumulated net realized
   gain (loss) on
   investments                       12              --        2,621         62,052
Net unrealized appreciation
   (depreciation) on
   investments                    6,950              --       41,921      2,922,372
                              ---------     -----------    ---------     ----------
                              $ 119,500     $16,393,841    $ 578,417     $8,932,431
                              =========     ===========    =========     ==========
</TABLE>
<TABLE>
<CAPTION>
                                                                                        OCC
                                MFS                         AMT                         ACCUMULATION    OCC             TEMPLETON
                                TOTAL         MFS           MID-CAP       AMT           GLOBAL          ACCUMULATION    ASSET
                                RETURN        UTILITIES     GROWTH        PARTNERS      EQUITY          MANAGED         ALLOCATION
                                SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT      SUBACCOUNT      SUBACCOUNT
<S>                             <C>           <C>           <C>           <C>           <C>             <C>             <C>
- ----------------------------------------------------------------------------------------------------------------------------------
UNIT TRANSACTIONS:
Accumulation units              $2,571,633    $1,521,151    $ 523,400     $ 178,594     $   509,015     $   819,132     $ 267,699
Accumulated net investment
   income (loss)                    53,556        35,364         (776)         (438)         90,381           8,770        10,852
Accumulated net realized
   gain (loss) on
   investments                       1,630        20,814        7,203        (2,057)          6,219             936           282
Net unrealized appreciation
   (depreciation) on
   investments                      (6,097)      296,954      159,991         4,883         (19,039)          3,522        26,250
                                ----------    ----------    ---------     ---------     -----------     -----------     ---------
                                $2,620,722    $1,874,283    $ 689,818     $ 180,982     $   586,576     $   832,360     $ 305,083
                                ==========    ==========    =========     =========     ===========     ===========     =========

<CAPTION>

                                               TEMPLETON                      TEMPLETON
                              TEMPLETON        INTERNATIONAL    TEMPLETON     STOCK
                              INTERNATIONAL    CLASS 2          STOCK         CLASS 2
                              SUBACCOUNT       SUBACCOUNT       SUBACCOUNT    SUBACCOUNT
<S>                           <C>              <C>              <C>           <C>
- ----------------------------
UNIT TRANSACTIONS:
Accumulation units             $ 2,602,685      $ 1,222,123     $ 421,983     $  61,445
Accumulated net investment
   income (loss)                   128,123             (903)       14,845           (70)
Accumulated net realized
   gain (loss) on
   investments                       5,724              (86)         (264)          196
Net unrealized appreciation
   (depreciation) on
   investments                     369,967           86,846        72,545         5,753
                               -----------      -----------     ---------     ---------
                               $ 3,106,499      $ 1,307,980     $ 509,109     $  67,324
                               ===========      ===========     =========     =========
</TABLE>

                                                                            M-19
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4. PURCHASES AND SALES OF INVESTMENTS
    The aggregate cost of investments purchased and the
    aggregate proceeds from investments sold were as follows for
    1999.

<TABLE>
<CAPTION>
                                                                                      AGGREGATE
                                                                 AGGREGATE COST       PROCEEDS
                                                                 OF PURCHASES         FROM SALES
                                                                 --------------------------------
   <S>                                                           <C>                  <C>
   AIM V.I. Capital Appreciation Fund                             $  2,610,001        $   463,486
   AIM V.I. Diversified Income Fund                                    362,461             48,039
   AIM V.I. Growth Fund                                              9,623,036          1,007,084
   AIM V.I. International Equity Fund                                  178,244              3,407
   AIM V.I. Value Fund                                              12,585,193          1,124,759
   AVIS Growth Class 2 Fund                                             47,737                 41
   AVIS Growth & Income Class 2 Fund                                     1,445                 49
   AVIS Global Small Capitalization Class 2 Fund                         1,029                 42
   Baron Capital Asset Fund                                            300,039             30,035
   BT EAFE Equity Index Fund                                           732,236            160,531
   BT Equity 500 Index Fund                                         17,914,086          2,491,536
   BT Small Cap Index Fund                                             477,053             15,601
   Delaware Premium Delchester Series                                  205,276              9,909
   Delaware Premium Devon Series                                        81,863             13,639
   Delaware Premium Emerging Markets Series                            638,536             16,632
   Delaware Premium Small Cap Value Series                           2,607,909            503,852
   Delaware Premium REIT Series                                          9,211                389
   Delaware Premium Trend Series                                     2,516,446            122,172
   Fidelity VIP Equity-Income Portfolio                              4,281,437            623,808
   Fidelity VIP II Asset Manager Portfolio                             857,631             98,787
   Fidelity VIP II Contrafund Service Class Portfolio                2,696,137            546,803
   Fidelity VIP II Investment Grade Bond Portfolio                   2,298,935            400,596
   Fidelity VIP III Growth Opportunities Service Class
   Portfolio                                                         1,539,602             87,677
   Janus Aspen Series Balanced Portfolio                             3,372,163            565,980
   Janus Aspen Series Worldwide Growth Portfolio                     3,774,072            413,889
   LN Bond Fund                                                      2,381,393             85,431
   LN Capital Appreciation Fund                                      2,489,962            417,083
   LN Equity-Income Fund                                               225,902             19,394
   LN Global Asset Allocation Fund                                     115,409              2,869
   LN Money Market Fund                                             35,872,572         24,076,862
   LN Social Awareness Fund                                            604,587             70,700
   MFS Emerging Growth Series                                        6,266,405            607,352
   MFS Total Return Series                                           2,352,452            310,085
   MFS Utilities Series                                              1,703,695            459,252
   AMT Mid-Cap Growth Portfolio                                        576,323             53,685
   AMT Partners Portfolio                                              629,264            451,104
   OCC Accumulation Global Equity Portfolio                            562,334             58,163
   OCC Accumulation Managed Portfolio                                  814,175            164,466
   Templeton Asset Allocation Fund                                     278,181             34,106
   Templeton International Fund                                      2,785,021            661,659
   Templeton International Class 2 Fund                              1,302,113             80,866
   Templeton Stock Fund                                                407,565             63,310
   Templeton Stock Class 2 Fund                                         64,903              3,527
                                                                  ------------        -----------
                                                                  $129,144,034        $36,368,657
                                                                  ============        ===========
</TABLE>

M-20
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5. INVESTMENTS
    The following is a summary of investments owned at December
    31, 1999.

<TABLE>
<CAPTION>
                                                                      NET
                                                    SHARES            ASSET        VALUE OF
                                                    OUTSTANDING       VALUE        SHARES             COST OF SHARES
                                                    ----------------------------------------------------------------
   <S>                                              <C>               <C>          <C>                <C>
   AIM V.I. Capital Appreciation Fund                  100,222        $35.58       $  3,565,893        $  2,626,821
   AIM V.I. Diversified Income Fund                     45,810         10.06            460,855             500,543
   AIM V.I. Growth Fund                                342,308         32.25         11,039,437           9,559,015
   AIM V.I. International Equity Fund                    7,126         29.29            208,717             175,119
   AIM V.I. Value Fund                                 420,802         33.50         14,096,870          12,540,323
   AVIS Growth Class 2 Fund                                685         70.57             48,320              47,698
   AVIS Growth & Income Class 2 Fund                        39         33.07              1,295               1,395
   AVIS Global Small Capitlization Class 2 Fund             68         17.36              1,188                 993
   Baron Capital Asset Fund                             16,843         17.77            299,299             269,381
   BT EAFE Equity Index Fund                            45,082         13.60            613,120             573,919
   BT Equity 500 Index Fund                          1,324,831         15.18         20,110,936          18,260,960
   BT Small Cap Index Fund                              43,078         11.61            500,139             462,066
   Delaware Premium Delchester Series                   25,778          7.42            191,273             195,140
   Delaware Premium Devon Series                         5,079         13.62             69,176              68,364
   Delaware Premium Emerging Markets Series             88,441          8.40            742,896             636,778
   Delaware Premium Small Cap Value Series             153,124         15.36          2,351,982           2,350,031
   Delaware Premium REIT Series                          1,021          8.67              8,850               8,803
   Delaware Premium Trend Series                       108,536         33.66          3,653,313           2,723,132
   Fidelity VIP Equity-Income Portfolio                175,616         25.71          4,515,096           4,478,593
   Fidelity VIP II Asset Manager Portfolio              48,067         18.67            897,427             837,508
   Fidelity VIP II Contrafund Service Class
   Portfolio                                            81,499         29.10          2,371,632           2,157,805
   Fidelity VIP II Investment Grade Bond Portfolio     190,197         12.16          2,312,798           2,335,988
   Fidelity VIP III Growth Opportunities Service
   Class Portfolio                                      64,234         23.12          1,485,092           1,449,374
   Janus Aspen Series Balanced Portfolio               107,800         27.92          3,009,790           2,822,167
   Janus Aspen Series Worldwide Growth Portfolio        85,698         47.75          4,092,079           3,373,736
   LN Bond Fund                                        196,793         11.44          2,250,443           2,295,818
   LN Capital Appreciation Fund                         73,341         31.47          2,307,707           2,097,783
   LN Equity-Income Fund                                 9,730         22.05            214,504             207,027
   LN Global Asset Allocation Fund                       7,116         16.79            119,502             112,552
   LN Money Market Fund                              1,639,420         10.00         16,394,196          16,394,196
   LN Social Awareness Fund                             13,060         44.29            578,429             536,508
   MFS Emerging Growth Series                          235,441         37.94          8,932,616           6,010,244
   MFS Total Return Series                             147,649         17.75          2,620,778           2,626,875
   MFS Utilities Series                                 77,580         24.16          1,874,323           1,577,369
   AMT Mid-Cap Growth Portfolio                         28,388         24.30            689,832             529,841
   AMT Partners Portfolio                                9,215         19.64            180,986             176,103
   OCC Accumulation Global Equity Portfolio             35,422         16.56            586,589             605,628
   OCC Accumulation Managed Portfolio                   19,069         43.65            832,378             828,856
   Templeton Asset Allocation Fund                      13,055         23.37            305,090             278,840
   Templeton International Fund                        139,621         22.25          3,106,566           2,736,599
   Templeton International Class 2 Fund                 59,106         22.13          1,308,007           1,221,161
   Templeton Stock Fund                                 20,875         24.39            509,120             436,575
   Templeton Stock Class 2 Fund                          2,772         24.29             67,325              61,572
                                                                                   ------------        ------------
                                                                                   $119,525,864        $107,189,199
                                                                                   ============        ============
</TABLE>

                                                                            M-21
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6. NEW INVESTMENT FUNDS
    Effective May 3, 1999, the AIM V.I. International Equity
    Fund, Baron Capital Asset Fund, BT EAFE Equity Index Fund,
    BT Small Cap Index Fund, Delaware Premium Delchester Series,
    Delaware Premium Devon Series, Delaware Premium REIT Series,
    Fidelity VIP II Contrafund Service Class Portfolio,
    Fidelity, VIP III Growth Opportunities Service Class
    Portfolio, Janus Aspen Series Balanced Portfolio, Janus
    Aspen Series Worldwide Growth Portfolio, LN Bond Fund, LN
    Capital Appreciation Fund, LN Equity-Income Fund, LN Global
    Asset Allocation Fund, LN Social Awareness Fund, AMT Mid-Cap
    Growth Portfolio, AMT Partners Portfolio, Templeton
    International Class 2 Fund and Templeton Stock Class 2 Fund
    became available as investment options for the Variable
    Account policyholders. Effective October 15, 1999, the AVIS
    Growth Fund, AVIS Growth & Income Fund and AVIS Global Small
    Capitalization Fund become available as investment options
    for the Variable Account policyholders.

M-22
<PAGE>
REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS

Board of Directors of The Lincoln National Life Insurance
Company
and
Contract Owners of Lincoln Life Flexible Premium Variable Life
Account M

We have audited the accompanying statement of assets and
liability of Lincoln Life Flexible Premium Variable Life Account
M ("Variable Account") (comprised of the AIM V.I. Capital
Appreciation, AIM V.I. Diversified Income, AIM V.I. Growth, AIM
V.I. International Equity, AIM V.I. Value, AVIS Growth Class 2,
AVIS Growth & Income Class 2, AVIS Global Small Capitalization
Class 2, Baron Capital Asset, BT EAFE Equity Index, BT Equity
500 Index, BT Small Cap Index, Delaware Premium Delchester,
Delaware Premium Devon, Delaware Premium Emerging Markets,
Delaware Premium Small Cap Value, Delaware Premium REIT,
Delaware Premium Trend, Fidelity VIP Equity-Income, Fidelity VIP
II Asset Manager, Fidelity VIP II Contrafund Service Class,
Fidelity VIP II Investment Grade Bond, Fidelity VIP III Growth
Opportunities Service Class, Janus Aspen Series Balanced, Janus
Aspen Series Worldwide Growth, Lincoln National Bond, Lincoln
National Capital Appreciation, Lincoln National Equity-Income,
Lincoln National Global Asset Allocation, Lincoln National Money
Market, Lincoln National Social Awareness, MFS Emerging Growth,
MFS Total Return, MFS Utilities, Nueberger Berman Advisers
Management Trust (AMT) Mid-Cap Growth, Neuberger Berman Advisers
Management Trust (AMT) Partners, OCC Accumulation Trust Global
Equity, OCC Accumulation Trust Managed, Templeton Variable
Products Asset Allocation, Templeton Variable Products
International, Templeton Variable Products International Class
2, Templeton Variable Products Stock and Templeton Variable
Products Stock Class 2 subaccounts), as of December 31, 1999,
and the related statements of operations and changes in net
assets for the year ended December 31, 1999 and for the period
from June 18, 1998 to December 31, 1998. These financial
statements are the responsibility of the Variable Account's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of
investments owned as of December 31, 1999, by correspondence
with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of each of the respective subaccounts constituting the Lincoln
Life Flexible Premium Variable Life Account M at December 31,
1999, and the results of their operations and the changes in
their net assets for the year ended December 31, 1999 and for
the period from June 18, 1998 to December 31, 1998, in
conformity with accounting principles generally accepted in the
United States.

                                                          [LOGO]
Fort Wayne, Indiana
March 24, 2000

                                                                            M-23
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

BALANCE SHEETS -- STATUTORY BASIS

<TABLE>
<CAPTION>
                                                              DECEMBER 31
                                                              1999        1998
                                                              ---------   ---------
                                                              (IN MILLIONS)
                                                              ---------------------
<S>                                                           <C>         <C>
ADMITTED ASSETS
CASH AND INVESTMENTS:
Bonds                                                         $22,985.0   $23,830.9
- ------------------------------------------------------------
Preferred stocks                                                  253.8       236.0
- ------------------------------------------------------------
Unaffiliated common stocks                                        166.9       259.3
- ------------------------------------------------------------
Affiliated common stocks                                          604.7       322.1
- ------------------------------------------------------------
Mortgage loans on real estate                                   4,211.5     3,932.9
- ------------------------------------------------------------
Real estate                                                       254.0       473.8
- ------------------------------------------------------------
Policy loans                                                    1,652.9     1,606.0
- ------------------------------------------------------------
Other investments                                                 426.6       434.4
- ------------------------------------------------------------
Cash and short-term investments                                 1,409.2     1,725.4
- ------------------------------------------------------------  ---------   ---------
Total cash and investments                                     31,964.6    32,820.8
- ------------------------------------------------------------
Premiums and fees in course of collection                         115.8        33.3
- ------------------------------------------------------------
Accrued investment income                                         435.3       432.8
- ------------------------------------------------------------
Reinsurance recoverable                                           199.0       171.6
- ------------------------------------------------------------
Funds withheld by ceding companies                                 73.5        53.7
- ------------------------------------------------------------
Federal income taxes recoverable from parent company               61.6        64.7
- ------------------------------------------------------------
Goodwill                                                           43.1        49.5
- ------------------------------------------------------------
Other admitted assets                                              66.7        89.3
- ------------------------------------------------------------
Separate account assets                                        46,105.1    36,907.0
- ------------------------------------------------------------  ---------   ---------
Total admitted assets                                         $79,064.7   $70,622.7
- ------------------------------------------------------------  =========   =========

LIABILITIES AND CAPITAL AND SURPLUS
LIABILITIES:
Future policy benefits and claims                             $12,184.0   $12,310.6
- ------------------------------------------------------------
Other policyholder funds                                       16,589.5    16,647.5
- ------------------------------------------------------------
Amounts withheld or retained by Company as agent or trustee       364.0       897.6
- ------------------------------------------------------------
Funds held under reinsurance treaties                             796.9       795.8
- ------------------------------------------------------------
Asset valuation reserve                                           490.9       484.5
- ------------------------------------------------------------
Interest maintenance reserve                                       72.3       159.7
- ------------------------------------------------------------
Other liabilities                                                 627.0       504.5
- ------------------------------------------------------------
Short-term loan payable to parent company                         205.0       140.0
- ------------------------------------------------------------
Net transfers due from separate accounts                         (896.5)     (789.0)
- ------------------------------------------------------------
Separate account liabilities                                   46,105.1    36,907.0
- ------------------------------------------------------------  ---------   ---------
Total liabilities                                              76,538.2    68,058.2
- ------------------------------------------------------------

CAPITAL AND SURPLUS:
Common stock, $2.50 par value:
  Authorized, issued and outstanding shares -- 10 million
  (owned by Lincoln National Corporation)                          25.0        25.0
- ------------------------------------------------------------
Surplus notes due to Lincoln National Corporation               1,250.0     1,250.0
- ------------------------------------------------------------
Paid-in surplus                                                 1,942.6     1,930.1
- ------------------------------------------------------------
Unassigned surplus -- deficit                                    (691.1)     (640.6)
- ------------------------------------------------------------  ---------   ---------
Total capital and surplus                                       2,526.5     2,564.5
- ------------------------------------------------------------  ---------   ---------
Total liabilities and capital and surplus                     $79,064.7   $70,622.7
- ------------------------------------------------------------  =========   =========
</TABLE>

See accompanying notes.                                                      S-1
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

STATEMENTS OF OPERATIONS -- STATUTORY BASIS

<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31
                                                              1999        1998        1997
                                                              ---------   ---------   --------
                                                              (IN MILLIONS)
                                                              --------------------------------
<S>                                                           <C>         <C>         <C>
PREMIUMS AND OTHER REVENUES:
Premiums and deposits                                         $ 7,273.6   $12,737.6   $5,589.0
- ------------------------------------------------------------
Net investment income                                           2,203.2     2,107.2    1,847.1
- ------------------------------------------------------------
Amortization of interest maintenance reserve                       29.1        26.4       41.5
- ------------------------------------------------------------
Commissions and expense allowances on reinsurance ceded           472.3       179.9       99.7
- ------------------------------------------------------------
Expense charges on deposit funds                                  146.5       134.6      119.3
- ------------------------------------------------------------
Separate account investment management and administration
service fees                                                      473.9       396.3      325.5
- ------------------------------------------------------------
Other income                                                       88.8        31.3       21.3
- ------------------------------------------------------------  ---------   ---------   --------
Total revenues                                                 10,687.4    15,613.3    8,043.4
- ------------------------------------------------------------

BENEFITS AND EXPENSES:
Benefits and settlement expenses                                8,504.9    13,964.1    4,522.1
- ------------------------------------------------------------
Underwriting, acquisition, insurance and other expenses         1,618.3     2,919.4    3,053.9
- ------------------------------------------------------------  ---------   ---------   --------
Total benefits and expenses                                    10,123.2    16,883.5    7,576.0
- ------------------------------------------------------------  ---------   ---------   --------
Gain (loss) from operations before dividends to
policyholders, income taxes and net realized gain on
investments                                                       564.2    (1,270.2)     467.4
- ------------------------------------------------------------
Dividends to policyholders                                         80.3        67.9       27.5
- ------------------------------------------------------------  ---------   ---------   --------
Gain (loss) from operations before federal income taxes and
net realized gain on investments                                  483.9    (1,338.1)     439.9
- ------------------------------------------------------------
Federal income taxes (credit)                                      85.4      (141.0)      78.3
- ------------------------------------------------------------  ---------   ---------   --------
Gain (loss) from operations before net realized gain on
investments                                                       398.5    (1,197.1)     361.6
- ------------------------------------------------------------
Net realized gain on investments, net of income tax expense
and excluding net transfers to the interest maintenance
reserve                                                           114.4        46.8       31.3
- ------------------------------------------------------------  ---------   ---------   --------
Net income (loss)                                             $   512.9   $(1,150.3)  $  392.9
- ------------------------------------------------------------  =========   =========   ========
</TABLE>

See accompanying notes.

S-2
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS -- STATUTORY BASIS

<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31
                                                              1999       1998       1997
                                                              --------   --------   --------
                                                              (IN MILLIONS)
                                                              ------------------------------
<S>                                                           <C>        <C>        <C>
Capital and surplus at beginning of year                      $2,564.5   $2,968.4   $1,868.0
- ------------------------------------------------------------

CAPITAL AND SURPLUS INCREASE (DECREASE):
Net income (loss)                                                512.9   (1,150.3)     392.9
- ------------------------------------------------------------
Difference in cost and admitted investment amounts              (101.9)    (304.8)     (36.2)
- ------------------------------------------------------------
Nonadmitted assets                                               (22.9)     (17.1)      (0.4)
- ------------------------------------------------------------
Regulatory liability for reinsurance                              26.0      (35.2)      (3.9)
- ------------------------------------------------------------
Gain on reinsurance of disability income business                 71.8         --         --
- ------------------------------------------------------------
Life policy reserve valuation basis                                 --       (0.4)      (0.9)
- ------------------------------------------------------------
Asset valuation reserve                                           (6.4)     (34.5)     (36.9)
- ------------------------------------------------------------
Proceeds from surplus notes from shareholder                        --    1,250.0         --
- ------------------------------------------------------------
Paid-in surplus, including contribution of common stock of
affiliated company in 1997                                        12.5      108.4      938.4
- ------------------------------------------------------------
Separate account receivable due to change in valuation              --         --       (2.6)
- ------------------------------------------------------------
Dividends to shareholder                                        (530.0)    (220.0)    (150.0)
- ------------------------------------------------------------  --------   --------   --------
Capital and surplus at end of year                            $2,526.5   $2,564.5   $2,968.4
- ------------------------------------------------------------  ========   ========   ========
</TABLE>

See accompanying notes.                                                      S-3
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

STATEMENTS OF CASH FLOWS -- STATUTORY BASIS

<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31
                                                              1999        1998         1997
                                                              ---------   ----------   ---------
                                                              (IN MILLIONS)
                                                              ----------------------------------
<S>                                                           <C>         <C>          <C>
OPERATING ACTIVITIES
Premiums, policy proceeds and other considerations received   $ 7,671.1   $ 13,495.2   $ 6,364.3
- ------------------------------------------------------------
Allowances and reserve adjustments paid on reinsurance ceded      (19.9)      (632.4)     (649.2)
- ------------------------------------------------------------
Investment income received                                      2,168.6      2,003.9     1,798.8
- ------------------------------------------------------------
Separate account investment management and administration
service fees                                                      470.6        396.3       325.5
- ------------------------------------------------------------
Benefits paid                                                  (8,699.4)    (7,395.8)   (5,345.2)
- ------------------------------------------------------------
Insurance expenses paid                                        (1,734.5)    (2,909.7)   (3,193.0)
- ------------------------------------------------------------
Proceeds related to sale of disability income business             71.8           --          --
- ------------------------------------------------------------
Federal income taxes recovered (paid)                             (81.2)        84.2       (87.0)
- ------------------------------------------------------------
Dividends to policyholders                                        (82.8)       (12.9)      (28.4)
- ------------------------------------------------------------
Other income received and expenses paid, net                      252.1        207.0        (8.7)
- ------------------------------------------------------------  ---------   ----------   ---------
Net cash provided by (used in) operating activities                16.4      5,235.8      (822.9)
- ------------------------------------------------------------

INVESTING ACTIVITIES
Sale, maturity or repayment of investments                      6,557.7     10,926.5    12,142.6
- ------------------------------------------------------------
Purchase of investments                                        (5,940.8)   (16,950.0)  (10,345.0)
- ------------------------------------------------------------
Other sources (uses) including reinsured policy loans            (497.0)      (778.3)      529.1
- ------------------------------------------------------------  ---------   ----------   ---------
Net cash provided by (used in) investing activities               119.9     (6,801.8)    2,326.7
- ------------------------------------------------------------

FINANCING ACTIVITIES
Surplus paid-in                                                    12.5        108.4          --
- ------------------------------------------------------------
Proceeds from surplus notes from shareholder                         --      1,250.0          --
- ------------------------------------------------------------
Proceeds from borrowings from shareholder                         205.0        140.0       120.0
- ------------------------------------------------------------
Repayment of borrowings from shareholder                         (140.0)      (120.0)     (100.0)
- ------------------------------------------------------------
Dividends paid to shareholder                                    (530.0)      (220.0)     (150.0)
- ------------------------------------------------------------  ---------   ----------   ---------
Net cash provided by (used in) financing activities              (452.5)     1,158.4      (130.0)
- ------------------------------------------------------------  ---------   ----------   ---------
Net increase (decrease) in cash and short-term investments       (316.2)      (407.6)    1,373.8
- ------------------------------------------------------------
Cash and short-term investments at beginning of year            1,725.4      2,133.0       759.2
- ------------------------------------------------------------  ---------   ----------   ---------
Cash and short-term investments at end of year                $ 1,409.2   $  1,725.4   $ 2,133.0
- ------------------------------------------------------------  =========   ==========   =========
</TABLE>

See accompanying notes.

S-4
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES

    ORGANIZATION AND OPERATIONS
    The Lincoln National Life Insurance Company (the "Company") is a wholly
    owned subsidiary of Lincoln National Corporation ("LNC") and is domiciled in
    Indiana. As of December 31, 1999, the Company owned 100% of the outstanding
    common stock of four insurance company subsidiaries and four non-insurance
    subsidiaries. The Company also owned 85% of the common stock of an Internet
    distributor of variable annuities.

    The Company's principal businesses consist of underwriting annuities,
    deposit-type contracts and life and health insurance through multiple
    distribution channels and the reinsurance of individual and group life and
    health business. The Company is licensed and sells its products in 49
    states, Canada and several U.S. territories.

    USE OF ESTIMATES
    The nature of the insurance and investment management businesses requires
    management to make estimates and assumptions that affect the amounts
    reported in the statutory-basis financial statements and accompanying notes.
    Actual results could differ from those estimates.

    BASIS OF PRESENTATION
    The accompanying financial statements have been prepared in conformity with
    accounting practices prescribed or permitted by the Indiana Department of
    Insurance ("Insurance Department"), which practices differ from accounting
    principles generally accepted in the United States ("GAAP"). The more
    significant variances from GAAP are as follows:

    INVESTMENTS
    Bonds and preferred stocks are reported at cost or amortized cost or fair
    value based on their National Association of Insurance Commissioners
    ("NAIC") rating. For GAAP, the Company's bonds and preferred stocks are
    classified as available-for-sale and, accordingly, are reported at fair
    value with changes in the fair values reported directly in shareholder's
    equity after adjustments for related amortization of deferred acquisition
    costs, additional policyholder commitments and deferred income taxes.

    Investments in real estate are reported net of related obligations rather
    than on a gross basis. Real estate owned and occupied by the Company is
    classified as a real estate investment rather than reported as an operating
    asset, and investment income and operating expenses include rent for the
    Company's occupancy of those properties. Changes between cost and admitted
    asset investment amounts are credited or charged directly to unassigned
    surplus rather than to a separate surplus account.

    Under a formula prescribed by the NAIC, the Company defers the portion of
    realized capital gains and losses on sales of fixed income investments,
    principally bonds and mortgage loans, attributable to changes in the general
    level of interest rates and amortizes those deferrals over the remaining
    period to maturity of the individual security sold. The net deferral is
    reported as the interest maintenance reserve ("IMR") in the accompanying
    balance sheets. Realized capital gains and losses are reported in income net
    of federal income tax and transfers to the IMR. The asset valuation reserve
    ("AVR") is determined by a NAIC prescribed formula and is reported as a
    liability rather than unassigned surplus. Under GAAP, realized capital gains
    and losses are reported in the income statement on a pre-tax basis in the
    period in which the asset giving rise to the gain or loss is sold and
    writedowns are provided when there has been a decline in value deemed other
    than temporary, in which case, the provision for such declines are charged
    to income.

    SUBSIDIARIES
    The accounts and operations of the Company's subsidiaries are not
    consolidated with the accounts and operations of the Company as would be
    required by GAAP. Under statutory accounting principles, the Company's
    insurance subsidiaries are carried at their statutory-basis net equity and
    the non-insurance subsidiaries are carried at their GAAP-basis net equity,
    adjusted for certain items which would be non-admitted under statutory
    accounting principles. Both insurance subsidiaries and non-insurance
    subsidiaries are presented in the balance sheet as investments in affiliated
    common stocks.

                                                                             S-5
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES (CONTINUED)
    POLICY ACQUISITION COSTS
    The costs of acquiring and renewing business are expensed when incurred.
    Under GAAP, acquisition costs related to traditional life insurance, to the
    extent recoverable from future policy revenues, are deferred and amortized
    over the premium-paying period of the related policies using assumptions
    consistent with those used in computing policy benefit reserves. For
    universal life insurance, annuity and other investment-type products,
    deferred policy acquisition costs, to the extent recoverable from future
    gross profits, are amortized generally in proportion to the present value of
    expected gross profits from surrender charges and investment, mortality and
    expense margins.

    NONADMITTED ASSETS
    Certain assets designated as "nonadmitted," principally furniture and
    equipment and certain receivables, are excluded from the accompanying
    balance sheets and are charged directly to unassigned surplus.

    PREMIUMS
    Revenues for universal life policies consist of the entire premium received.
    Under GAAP, premiums received in excess of policy charges are not recognized
    as premium revenue.

    Premiums and deposits with respect to annuity and other investment-type
    contracts are reported as premium revenues; whereas, under GAAP, such
    premiums and deposits are treated as liabilities and policy charges
    represent revenues.

    BENEFIT RESERVES
    Certain policy reserves are calculated based on statutorily required
    interest and mortality assumptions rather than on estimated expected
    experience or actual account balances as would be required under GAAP.

    Death benefits paid, policy and contract withdrawals, and the change in
    policy reserves on universal life policies, annuity and other
    investment-type contracts are reported as benefits and settlement expenses
    in the accompanying statements of income; whereas, under GAAP, withdrawals
    are treated as a reduction of the policy or contract liabilities and
    benefits represent the excess of benefits paid over the policy account value
    and interest credited to the account values.

    REINSURANCE
    Premiums, claims and policy benefits and contract liabilities are reported
    in the accompanying financial statements net of reinsurance amounts. For
    GAAP, all assets and liabilities related to reinsurance ceded contracts are
    reported on a gross basis.

    A liability for reinsurance balances has been provided for unsecured policy
    and contract liabilities and unearned premiums ceded to reinsurers not
    authorized by the Insurance Department to assume such business. Changes to
    those amounts are credited or charged directly to unassigned surplus. Under
    GAAP, an allowance for amounts deemed uncollectible is established through a
    charge to income.

    Commissions on business ceded are reported as income when received rather
    than deferred and amortized with deferred policy acquisition costs. Business
    assumed under 100% indemnity reinsurance agreements is accounted for as a
    purchase for GAAP reporting purposes and the ceding commission represents
    the purchase price. Under purchase accounting, assets acquired and
    liabilities assumed are reported at fair value at the date of the
    transaction and the excess of the purchase price over the sum of the amounts
    assigned to assets acquired less liabilities assumed is recorded as
    goodwill. On a statutory-basis, the ceding commission is expensed when paid
    and reinsurance premiums and benefits are accounted for on bases consistent
    with those used in accounting for the original policies issued and the terms
    of the reinsurance contracts.

    Certain reinsurance contracts meeting risk transfer requirements under
    statutory-basis accounting practices have been accounted for using
    traditional reinsurance accounting; whereas, such contracts are accounted
    for using deposit accounting under GAAP.

S-6
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES (CONTINUED)
    INCOME TAXES
    Deferred income taxes are not provided for differences between financial
    statement amounts and tax bases of assets and liabilities.

    POLICYHOLDER DIVIDENDS
    Policyholder dividends are recognized when declared rather than over the
    term of the related policies.

    SURPLUS NOTES DUE TO LNC
    Surplus notes due to LNC are reported as surplus rather than as liabilities.
    On a statutory-basis, interest on surplus notes is not accrued until
    approval is received from the Indiana Insurance Commissioner; whereas, under
    GAAP, interest would be accrued periodically based on the outstanding
    principal and the interest rate.

    STATEMENTS OF CASH FLOWS
    Cash and short-term investments in the statements of cash flows represent
    cash balances and investments with initial maturities of one year or less.
    Under GAAP, the corresponding captions of cash and cash equivalents include
    cash balances and investments with initial maturities of three months or
    less.

    A reconciliation of the Company's net income (loss) and capital and surplus
    determined on a statutory-basis with amounts determined in accordance with
    GAAP is as follows:

<TABLE>
<CAPTION>
                                              CAPITAL AND SURPLUS             NET INCOME (LOSS)
                                              ----------------------------------------------------------------------
                                              DECEMBER 31                     YEAR ENDED DECEMBER 31
                                              1999            1998            1999            1998            1997
                                              ----------------------------------------------------------------------
                                              (IN MILLIONS)
                                              ----------------------------------------------------------------------
   <S>                                        <C>             <C>             <C>             <C>             <C>
   Amounts reported on a statutory-basis      $ 2,526.5       $ 2,564.5       $   512.9       $(1,150.3)      $392.9
   -----------------------------------------
   GAAP adjustments:
     Deferred policy acquisition costs,
       present value of future profits and
       non-admitted goodwill                    3,628.2         3,085.2           135.0            48.5        (98.9)
      --------------------------------------
     Policy and contract reserves              (1,943.1)       (2,299.9)          (97.9)        1,743.4        (48.6)
      --------------------------------------
     Interest maintenance reserve                  72.3           159.7           (86.6)           24.4         58.7
      --------------------------------------
     Deferred income taxes                        244.5           181.6          (117.4)         (218.6)        70.3
      --------------------------------------
     Policyholders' share of earnings and
       surplus on participating business         (122.7)         (132.8)           (1.8)            3.2          5.3
      --------------------------------------
     Asset valuation reserve                      490.9           484.5              --              --           --
      --------------------------------------
     Net realized gain (loss) on investments     (186.4)         (174.1)          (32.4)         (116.7)       (20.4)
      --------------------------------------
     Unrealized gain (loss) on investments       (555.2)        1,335.1              --              --           --
      --------------------------------------
     Nonadmitted assets, including
       nonadmitted investments                    139.6           119.1              --              --           --
      --------------------------------------
     Investments in subsidiary companies          460.9           490.4            39.1            41.3        (80.5)
      --------------------------------------
     Surplus notes and related interest        (1,250.0)       (1,251.5)            1.5            (1.5)          --
      --------------------------------------
     Other, net                                   (61.0)         (120.1)          129.8           103.6        (35.0)
      --------------------------------------  ---------       ---------       ---------       ---------       ------
   Net increase (decrease)                        918.0         1,877.2           (30.7)        1,627.6       (149.1)
   -----------------------------------------  ---------       ---------       ---------       ---------       ------
   Amounts on a GAAP basis                    $ 3,444.5       $ 4,441.7       $   482.2       $   477.3       $243.8
   -----------------------------------------  =========       =========       =========       =========       ======
</TABLE>

                                                                             S-7
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES (CONTINUED)
    Other significant accounting practices are as follows:

    INVESTMENTS
    Bonds not backed by loans are principally stated at amortized cost and the
    discount or premium is amortized using the interest method.

    Mortgage-backed bonds are valued at amortized cost and income is recognized
    using a constant effective yield based on anticipated prepayments and the
    estimated economic life of the securities. When actual prepayments differ
    significantly from anticipated prepayments, the effective yield is
    recalculated to reflect actual payments to date and anticipated future
    payments. The net investment in the securities is adjusted to the amount
    that would have existed had the new effective yield been applied since the
    acquisition of the securities.

    Short-term investments include investments with maturities of less than one
    year at the date of acquisition. The carrying amounts for these investments
    approximate their fair values.

    Preferred stocks are reported at cost or amortized cost.

    Unaffiliated common stocks are reported at fair value as determined by the
    Securities Valuation Office of the NAIC and the related unrealized gains
    (losses) are reported in unassigned surplus without adjustment for federal
    income taxes.

    Policy loans are reported at unpaid balances.

    The Company uses various derivative instruments as part of its overall
    liability-asset management program for certain investments and life
    insurance and annuity products. The Company values all derivative
    instruments on a basis consistent with that of the hedged item. Upon
    termination, gains and losses on those instruments are included in the
    carrying values of the underlying hedged items or deferred in IMR, where
    applicable, and are amortized over the remaining lives of the hedged items
    as adjustments to investment income. Any unamortized gains or losses are
    recognized when the underlying hedged items are sold. The premiums paid for
    interest rate caps and swaptions are deferred and amortized to net
    investment income on a straight-line basis over the term of the respective
    derivative.

    Hedge accounting is applied as indicated above after the Company determines
    that the items to be hedged expose the Company to interest rate
    fluctuations, the widening of bond yield spreads over comparable maturity
    U.S. government obligations and foreign exchange risk. Moreover, the
    derivatives used are designated as a hedge and reduce the indicated risk by
    having a high correlation between changes in the value of the derivatives
    and the items being hedged at both the inception of the hedge and throughout
    the hedge period. Should such criteria not be met or if the hedged items are
    sold, terminated or matured, the change in value of the derivatives is
    included in net income.

    Mortgage loans on real estate are reported at unpaid balances, less
    allowances for impairments. Real estate is reported at depreciated cost.

    Realized investment gains and losses on investments sold are determined
    using the specific identification method. Changes in admitted asset carrying
    amounts of bonds, mortgage loans and common and preferred stocks are
    credited or charged directly in unassigned surplus.

    LOANED SECURITIES
    Securities loaned are treated as collateralized financing transactions and a
    liability is recorded equal to the cash collateral received which is
    typically greater than the market value of the related securities loaned. In
    other instances, the Company will hold as collateral securities with a
    market value at least equal to the securities loaned. Securities held as
    collateral are not recorded in the Company's balance sheet in accordance
    with accounting guidance for secured borrowings and collateral. The
    Company's agreements with third parties generally contain contractual
    provisions to allow for additional collateral to be obtained when necessary.
    The Company values collateral daily and obtains additional collateral when
    deemed appropriate.

    GOODWILL
    Goodwill, which represents the excess, subject to certain limitations, of
    the ceding commission over statutory-basis net assets of business purchased

S-8
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES (CONTINUED)
    under an assumption reinsurance agreement, is amortized on a straight-line
    basis over ten years.

    PREMIUMS
    Life insurance and annuity premiums are recognized as revenue when due.
    Accident and health premiums are earned pro rata over the contract term of
    the policies.

    BENEFITS
    Life, annuity and accident and health benefit reserves are developed by
    actuarial methods and are determined based on published tables using
    statutorily specified interest rates and valuation methods that will
    provide, in the aggregate, reserves that are greater than or equal to the
    minimum or guaranteed policy cash values or the amounts required by the
    Insurance Department. The Company waives deduction of deferred fractional
    premiums on the death of life and annuity policy insureds and returns any
    premium beyond the date of death, except for policies issued prior to March
    1977. Surrender values on policies do not exceed the corresponding benefit
    reserves. Additional reserves are established when the results of cash flow
    testing under various interest rate scenerios indicate the need for such
    reserves. If net premiums exceed the gross premiums on any insurance
    in-force, additional reserves are established. Benefit reserves for policies
    underwritten on a substandard basis are determined using the multiple table
    reserve method.

    The tabular interest, tabular less actual reserves released and tabular cost
    have been determined by formula or from the basic data for such items.
    Tabular interest funds not involving life contingencies were determined
    using the actual interest credited to the funds plus the change in accrued
    interest.

    Liabilities related to guaranteed investment contracts and policyholder
    funds left on deposit with the Company generally are equal to fund balances
    less applicable surrender charges.

    CLAIMS AND CLAIM ADJUSTMENT EXPENSES
    Unpaid claims and claim adjustment expenses on accident and health policies
    represent the estimated ultimate net cost of all reported and unreported
    claims incurred during the year. The Company does not discount claims and
    claim adjustment expense reserves. The reserves for unpaid claims and claim
    adjustment expenses are estimated using individual case-basis valuations and
    statistical analyses. Those estimates are subject to the effects of trends
    in claim severity and frequency. Although considerable variability is
    inherent in such estimates, management believes that the reserves for claims
    and claim adjustment expenses are adequate. The estimates are continually
    reviewed and adjusted as necessary as experience develops or new information
    becomes known; such adjustments are included in current operations.

    REINSURANCE CEDED AND ASSUMED
    Reinsurance premiums, benefits and claims and claim adjustment expenses are
    accounted for on bases consistent with those used in accounting for the
    original policies issued and the terms of the reinsurance contracts. Certain
    business is transacted on a funds withheld basis and investment income on
    investments managed by the Company are reported in net investment income.

    PENSION BENEFITS
    Costs associated with the Company's defined benefit pension plans are
    systematically accrued during the expected period of active service of the
    covered employees.

    INCOME TAXES
    The Company and eligible subsidiaries have elected to file consolidated
    federal and state income tax returns with LNC and certain LNC subsidiaries.
    Pursuant to an intercompany tax sharing agreement with LNC, the Company
    provides for income taxes on a separate return filing basis. The tax sharing
    agreement also provides that the Company will receive benefit for net
    operating losses, capital losses and tax credits which are not usable on a
    separate return basis to the extent such items may be utilized in the
    consolidated income tax returns of LNC.

    STOCK OPTIONS
    The Company recognizes compensation expense for its stock option incentive
    plans using the intrinsic value method of accounting. Under the terms of the
    intrinsic value method, compensation cost is the excess, if any, of the
    quoted market price of

                                                                             S-9
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES (CONTINUED)
    LNC's common stock at the grant date, or other measurement date, over the
    amount an employee or agent must pay to acquire the stock.

    ASSETS HELD IN SEPARATE ACCOUNTS AND LIABILITIES RELATED TO SEPARATE
    ACCOUNTS
    Separate account assets and liabilities reported in the accompanying balance
    sheets represent funds that are separately administered for variable life
    and variable annuity contracts and for which the contractholder, rather than
    the Company, bears the investment risk. Separate account assets are reported
    at fair value. The operations of the separate accounts are not included in
    the accompanying financial statements. Policy administration and investment
    management fees charged on separate account policyholder deposits are
    included in income from separate account investment management and
    administration service fees. Mortality charges on variable universal life
    contracts are included in income from expense charges on deposit funds. Fees
    charged relative to variable annuity and variable universal life
    administration agreements for separate account products sold by other
    insurance companies and not recorded on the Company's financial statements
    are included in income from separate account investment management and
    administration service fees.

2. PERMITTED STATUTORY ACCOUNTING PRACTICES
    The Company's statutory-basis financial statements are prepared in
    accordance with accounting practices prescribed or permitted by the
    Insurance Department. "Prescribed" statutory accounting practices are
    interspersed throughout state insurance laws and regulations, the NAIC's
    ACCOUNTING PRACTICES AND PROCEDURES MANUAL and a variety of other NAIC
    publications. "Permitted" statutory accounting practices encompass all
    accounting practices that are not prescribed; such practices may differ from
    state to state, may differ from company to company within a state and may
    change in the future.

    In 1998, the NAIC adopted codified statutory accounting principles
    ("Codification") effective January 1, 2001. Codification will likely change,
    to some extent, prescribed statutory accounting practices and may result in
    changes to the accounting practices that the Company uses to prepare its
    statutory-basis financial statements. Codification will require adoption by
    the various states before it becomes the prescribed statutory-basis of
    accounting for insurance companies domesticated within those states.
    Accordingly, before Codification becomes effective for the Company, the
    state of Indiana must adopt Codification as the prescribed basis of
    accounting on which domestic insurers must report their statutory-basis
    results to the Insurance Department. At this time, it is anticipated that
    Indiana will adopt Codification, however, based on current guidance,
    management believes that the impact of Codification will not be material to
    the Company's statutory-basis financial statements.

S-10
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

3. INVESTMENTS
    The major categories of net investment income are as
    follows:

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31
                                                                 1999           1998           1997
                                                                 --------------------------------------
                                                                 (IN MILLIONS)
                                                                 --------------------------------------
   <S>                                                           <C>            <C>            <C>
   Income:
     Bonds                                                       $1,840.6       $1,714.3       $1,524.4
   ------------------------------------------------------------
     Preferred stocks                                                20.3           19.7           23.5
   ------------------------------------------------------------
     Unaffiliated common stocks                                       6.3           10.6            8.3
   ------------------------------------------------------------
     Affiliated common stocks                                         7.8            5.2           15.0
   ------------------------------------------------------------
     Mortgage loans on real estate                                  321.0          323.6          257.2
   ------------------------------------------------------------
     Real estate                                                     57.8           81.4           92.2
   ------------------------------------------------------------
     Policy loans                                                   101.7           86.5           37.5
   ------------------------------------------------------------
     Other investments                                               50.6           26.5           28.2
   ------------------------------------------------------------
     Cash and short-term investments                                 95.9          104.7           70.3
   ------------------------------------------------------------  --------       --------       --------
   Total investment income                                        2,502.0        2,372.5        2,056.6
   ------------------------------------------------------------
   Expenses:
     Depreciation                                                    14.4           19.3           21.0
   ------------------------------------------------------------
     Other                                                          284.4          246.0          188.5
   ------------------------------------------------------------  --------       --------       --------
   Total investment expenses                                        298.8          265.3          209.5
   ------------------------------------------------------------  --------       --------       --------
   Net investment income                                         $2,203.2       $2,107.2       $1,847.1
   ------------------------------------------------------------  ========       ========       ========
</TABLE>

                                                                            S-11
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

3. INVESTMENTS (CONTINUED)
    The cost or amortized cost, gross unrealized gains and
    losses and the fair value of investments in bonds are
    summarized as follows:

<TABLE>
<CAPTION>
                                                        COST OR         GROSS            GROSS
                                                        AMORTIZED       UNREALIZED       UNREALIZED       FAIR
                                                        COST            GAINS            LOSSES           VALUE
                                                        -----------------------------------------------------------
                                                        (IN MILLIONS)
                                                        -----------------------------------------------------------
   <S>                                                  <C>             <C>              <C>              <C>
   At December 31, 1999:
     Corporate                                          $17,758.4        $  229.6          $763.0         $17,225.0
      ------------------------------------------------
     U.S. government                                        316.8            29.6            21.5             324.9
      ------------------------------------------------
     Foreign government                                     984.5            49.8            39.9             994.4
      ------------------------------------------------
     Mortgage-backed                                      3,913.7            46.2           139.0           3,820.9
      ------------------------------------------------
     State and municipal                                     11.6              --              .5              11.1
      ------------------------------------------------  ---------        --------          ------         ---------
                                                        $22,985.0        $  355.2          $963.9         $22,376.3
                                                        =========        ========          ======         =========

   At December 31, 1998:
     Corporate                                          $17,658.4        $1,159.8          $148.2         $18,670.0
      ------------------------------------------------
     U.S. government                                        900.7            88.8             3.4             986.1
      ------------------------------------------------
     Foreign government                                     947.8            59.9            61.2             946.5
      ------------------------------------------------
     Mortgage-backed                                      4,312.1           171.6            33.4           4,450.3
      ------------------------------------------------
     State and municipal                                     11.9              .7              --              12.6
      ------------------------------------------------  ---------        --------          ------         ---------
                                                        $23,830.9        $1,480.8          $246.2         $25,065.5
                                                        =========        ========          ======         =========
</TABLE>

    The carrying amounts of bonds in the balance sheets at
    December 31, 1999 and 1998 reflect adjustments of
    $38,900,000 and $11,800,000, respectively, to decrease
    amortized cost as a result of the Securities Valuation
    Office of the NAIC ("SVO") designating certain investments
    as in or near default.

    A summary of the cost or amortized cost and fair value of
    investments in bonds at December 31, 1999, by contractual
    maturity, is as follows:

<TABLE>
<CAPTION>
                                                                 COST OR
                                                                 AMORTIZED       FAIR
                                                                 COST            VALUE
                                                                 -------------------------
                                                                 (IN MILLIONS)
                                                                 -------------------------
   <S>                                                           <C>             <C>
   Maturity:
     In 2000                                                     $   598.0       $   599.2
   ------------------------------------------------------------
     In 2001-2004                                                  4,359.8         4,313.4
   ------------------------------------------------------------
     In 2005-2009                                                  6,636.0         6,392.9
   ------------------------------------------------------------
     After 2009                                                    7,477.5         7,249.9
   ------------------------------------------------------------
     Mortgage-backed securities                                    3,913.7         3,820.9
   ------------------------------------------------------------  ---------       ---------
   Total                                                         $22,985.0       $22,376.3
   ------------------------------------------------------------  =========       =========
</TABLE>

S-12
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

3. INVESTMENTS (CONTINUED)
    The expected maturities may differ from the contractual
    maturities in the foregoing table because certain borrowers
    may have the right to call or prepay obligations with or
    without call or prepayment penalties.

    Proceeds from sales of investments in bonds during 1999,
    1998 and 1997 were $5,351,400,000, $9,395,000,000 and
    $9,715,000,000, respectively. Gross gains during 1999, 1998
    and 1997 of $95,400,000, $186,300,000 and $218,100,000,
    respectively, and gross losses of $195,500,000, $138,000,000
    and $78,000,000, respectively, were realized on those sales.

    At December 31, 1999 and 1998, investments in bonds, with an
    admitted asset value of $116,500,000 and $97,800,000,
    respectively, were on deposit with state insurance
    departments to satisfy regulatory requirements.

    Unrealized gains and losses on investments in unaffiliated
    common stocks are reported directly in unassigned surplus
    and are not reported in the statutory-basis Statements of
    Operations. The cost or amortized cost, gross unrealized
    gains and losses and the fair value of investments in
    unaffiliated common stocks and preferred stocks are as
    follows:

<TABLE>
<CAPTION>
                                                           COST OR         GROSS            GROSS
                                                           AMORTIZED       UNREALIZED       UNREALIZED       FAIR
                                                           COST            GAINS            LOSSES           VALUE
                                                           --------------------------------------------------------
                                                           (IN MILLIONS)
                                                           --------------------------------------------------------
   <S>                                                     <C>             <C>              <C>              <C>
   At December 31, 1999:
     Preferred stocks                                       $253.8           $ 1.3            $31.5          $223.6
      ---------------------------------------------------
     Unaffiliated common stocks                              150.4            34.2             17.7           166.9
      ---------------------------------------------------
   At December 31, 1998:
     Preferred stocks                                       $236.0           $ 8.9            $ 2.4          $242.5
      ---------------------------------------------------
     Unaffiliated common stocks                              223.3            62.0             26.0           259.3
      ---------------------------------------------------
</TABLE>

    The carrying amount of preferred stocks in the balance
    sheets at December 31, 1999 and 1998 reflects adjustments of
    $4,100,000 and $5,800,000, respectively, to decrease
    amortized cost as a result of the SVO designating certain
    investments as low or lower quality.

    During 1999, the minimum and maximum lending rates for
    mortgage loans were 6.5% and 11.5%, respectively. At the
    issuance of a loan, the percentage of loan to value on any
    one loan does not exceed 75%. All properties covered by
    mortgage loans have fire insurance at least equal to the
    excess of the loan over the maximum loan that would be
    allowed on the land without the building.

                                                                            S-13
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

3. INVESTMENTS (CONTINUED)
    Components of the Company's investments in real estate are
    summarized as follows:

<TABLE>
<CAPTION>
                                                                 DECEMBER 31
                                                                 1999         1998
                                                                 -------------------
                                                                 (IN MILLIONS)
                                                                 -------------------
   <S>                                                           <C>          <C>
   Occupied by the Company:
     Land                                                        $  2.5       $  2.5
   ------------------------------------------------------------
     Buildings                                                     11.1          9.0
   ------------------------------------------------------------
     Less accumulated depreciation                                 (2.2)        (1.7)
   ------------------------------------------------------------  ------       ------
   Net real estate occupied by the Company                         11.4          9.8
   ------------------------------------------------------------
   Other:
     Land                                                          46.2         93.2
   ------------------------------------------------------------
     Buildings                                                    226.8        413.0
   ------------------------------------------------------------
     Other                                                          4.7          7.9
   ------------------------------------------------------------
     Less accumulated depreciation                                (35.1)       (50.1)
   ------------------------------------------------------------  ------       ------
   Net other real estate                                          242.6        464.0
   ------------------------------------------------------------  ------       ------
   Net real estate                                               $254.0       $473.8
   ------------------------------------------------------------  ======       ======
</TABLE>

    Net realized capital gains are reported net of federal
    income taxes and amounts transferred to the IMR as follows:

<TABLE>
<CAPTION>
                                                                 1999         1998         1997
                                                                 --------------------------------
                                                                 (IN MILLIONS)
                                                                 --------------------------------
   <S>                                                           <C>          <C>          <C>
   Net realized capital gains                                    $ 20.8       $179.7       $209.3
   ------------------------------------------------------------
   Less amount transferred to IMR (net of related taxes
   (credits) of ($31.4), $27.3 and $54.0 in 1999, 1998 and
   1997, respectively)                                            (58.3)        50.8        100.2
   ------------------------------------------------------------  ------       ------       ------
                                                                   79.1        128.9        109.1
   Less federal income taxes (credits) on realized gains          (35.3)        82.1         77.8
   ------------------------------------------------------------  ------       ------       ------
   Net realized capital gains after transfer to IMR and taxes
   (credits)                                                     $114.4       $ 46.8       $ 31.3
   ------------------------------------------------------------  ======       ======       ======
</TABLE>

4. SUBSIDIARIES
    The Company owns 100% of the outstanding common stock of
    four insurance company subsidiaries: First Penn-Pacific Life
    Insurance Company ("First Penn"), Lincoln National Health &
    Casualty Insurance Company ("LNH&C"), Lincoln National
    Reassurance Company ("LNRAC") and Lincoln Life & Annuity
    Company of New York ("LNY"). The Company also owns 100% of
    the outstanding common stock of four non-insurance company
    subsidiaries: Lincoln National Insurance Associates
    ("LNIA"), Sagemark Consulting, Inc. ("Sagemark"), Wakefield
    Tower Alpha Limited ("Wakefield"), and Lincoln Realty
    Capital

S-14
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

4. SUBSIDIARIES (CONTINUED)
    Corporation ("LRCC"). The Company also owns 85% of one
    non-insurance company subsidiary, AnnuityNet, Inc.
    (AnnuityNet). Statutory-basis financial information related
    to the insurance subsidiaries is summarized as follows (in
    millions):

<TABLE>
<CAPTION>
                                                              DECEMBER 31, 1999
                                                              -------------------------------------------------
                                                              FIRST
                                                              PENN           LNH&C        LNRAC        LNY
                                                              -------------------------------------------------
   <S>                                                        <C>            <C>          <C>          <C>
   Cash and invested assets                                   $1,318.7       $434.6       $443.6       $1,888.6
   ---------------------------------------------------------
   Other assets                                                   40.6        55.5         492.6          403.1
   ---------------------------------------------------------  --------       ------       ------       --------
   Total admitted assets                                      $1,359.3       $490.1       $936.2       $2,291.7
   ---------------------------------------------------------  ========       ======       ======       ========

   Insurance reserves                                         $1,242.2       $394.4       $261.4       $1,802.4
   ---------------------------------------------------------
   Other liabilities                                              44.3        27.9         614.4           25.6
   ---------------------------------------------------------
   Liabilities related to separate accounts                         --          --            --          328.8
   ---------------------------------------------------------
   Capital and surplus                                            72.8        67.8          60.4          134.9
   ---------------------------------------------------------  --------       ------       ------       --------
   Total liabilities and capital and surplus                  $1,359.3       $490.1       $936.2       $2,291.7
   ---------------------------------------------------------  ========       ======       ======       ========
</TABLE>

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31, 1999
                                                                -----------------------------------------------
                                                                FIRST
                                                                PENN         LNH&C        LNRAC        LNY
                                                                -----------------------------------------------
   <S>                                                          <C>          <C>          <C>          <C>
   Revenues                                                     $332.7       $263.3       $ 88.4       $  313.3
   -----------------------------------------------------------
   Expenses                                                      329.0       346.9          75.4          291.4
   -----------------------------------------------------------
   Net realized gains (losses)                                      --          --            .2           (2.0)
   -----------------------------------------------------------  ------       ------       ------       --------
   Net income (loss)                                            $  3.7       $(83.6)      $ 13.2       $   19.9
   -----------------------------------------------------------  ======       ======       ======       ========
</TABLE>

<TABLE>
<CAPTION>
                                                               DECEMBER 31, 1998
                                                               -------------------------------------------------
                                                               FIRST
                                                               PENN           LNH&C        LNRAC        LNY
                                                               -------------------------------------------------
   <S>                                                         <C>            <C>          <C>          <C>
   Cash and invested assets                                    $1,221.1       $333.9       $403.6       $1,938.0
   ----------------------------------------------------------
   Other assets                                                    40.3        31.3        490.0           270.2
   ----------------------------------------------------------  --------       ------       ------       --------
   Total admitted assets                                       $1,261.4       $365.2       $893.6       $2,208.2
   ----------------------------------------------------------  ========       ======       ======       ========

   Insurance reserves                                          $1,149.8       $266.3       $281.8       $1,814.5
   ----------------------------------------------------------
   Other liabilities                                               42.0        24.0        553.7            45.1
   ----------------------------------------------------------
   Liabilities related to separate accounts                          --          --           --           236.9
   ----------------------------------------------------------
   Capital and surplus                                             69.6        74.9         58.1           111.7
   ----------------------------------------------------------  --------       ------       ------       --------
   Total liabilities and capital and surplus                   $1,261.4       $365.2       $893.6       $2,208.2
   ----------------------------------------------------------  ========       ======       ======       ========
</TABLE>

                                                                            S-15
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

4. SUBSIDIARIES (CONTINUED)

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31, 1998
                                                                ------------------------------------------------
                                                                FIRST
                                                                PENN         LNH&C         LNRAC        LNY
                                                                ------------------------------------------------
   <S>                                                          <C>          <C>           <C>          <C>
   Revenues                                                     $310.4       $ 165.0       $150.3       $1,402.6
   -----------------------------------------------------------
   Expenses                                                      310.6         164.4       139.5         1,656.1
   -----------------------------------------------------------
   Net realized gains (losses)                                    (0.3)          0.9        (0.1)           (0.7)
   -----------------------------------------------------------  ------       -------       ------       --------
   Net income (loss)                                            $ (0.5)      $   1.5       $10.7        $ (254.2)
   -----------------------------------------------------------  ======       =======       ======       ========
</TABLE>

    AnnuityNet was formed in 1998 for the distribution of
    variable annuities over the Internet and is valued on the
    equity method (at 85% of GAAP equity) with an admitted asset
    value of $2,400,000 at December 31, 1999. LNIA was purchased
    in 1998 for $600,000 and is valued on the equity method with
    an admitted asset value of $800,000 at December 31, 1999.
    Sagemark is a broker dealer and was acquired in connection
    with a reinsurance transaction completed in 1998. Sagemark
    is valued on the equity method with an admitted asset value
    of $6,400,000 at December 31, 1999. Wakefield was formed in
    1999 to engage in the ownership and management of
    investments and is valued on the equity method with an
    admitted asset value of $248,300,000. Wakefield's assets as
    of December 31, 1999 consist entirely of investments in
    bonds. LRCC was formed in 1999 to engage in the management
    of certain real estate investments. It was capitalized with
    cash and three real estate investments of $12,700,000 and is
    valued on the equity method with an admitted asset value of
    $10,900,000.

    The carrying value of all affiliated common stocks, was
    $604,700,000 and $322,100,000 at December 31, 1999 and 1998,
    respectively. The insurance affiliates are carried at
    statutory-basis net equity while other affiliates are
    recorded at GAAP-basis net equity, adjusted for certain
    items which would be non-admitted under statutory accounting
    principles. The cost basis of investments in subsidiaries as
    of December 31, 1999 and 1998 was $970,700,000 and
    $631,100,000, respectively.

    During 1999, 1998 and 1997 the Company's insurance
    subsidiaries paid dividends of $5,200,000, $5,200,000 and
    $15,000,000, respectively.

5. FEDERAL INCOME TAXES
    The effective federal income tax rate in the accompanying
    Statements of Operations differs from the prevailing
    statutory tax rate principally due to tax-exempt investment
    income, dividends received tax deductions and differences
    between statutory accounting and tax return recognition
    relative to policy acquisition costs, policy and contract
    liabilities and reinsurance ceding commissions.

    In 1999, 1998 and 1997, federal income tax expense (benefit)
    incurred totaled $85,400,000, ($141,000,000) and
    $78,300,000, respectively. In 1999, capital losses of
    $151,700,000 were incurred, and carried back to recover
    taxes paid in prior years.

    The Company paid $45,300,000, $2,300,000 and $164,500,000 to
    LNC in 1999, 1998 and 1997, respectively, in federal income
    taxes.

    Under prior income tax law, one-half of the excess of a life
    insurance company's income from operations over its taxable
    investment income was not taxed, but was set aside in a
    special tax account designated as "Policyholders' Surplus."
    The Company has approximately $187,000,000 of untaxed
    "Policyholders' Surplus" on which no payment of federal

S-16
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

5. FEDERAL INCOME TAXES (CONTINUED)
    income taxes will be required unless it is distributed as a
    dividend, or under other specified conditions. Barring the
    passage of unfavorable legislation, the Company does not
    believe that any significant portion of the account will be
    taxed in the foreseeable future and no related tax liability
    has been recognized. If the entire balance of the account
    became taxable under the current federal income tax rate,
    the tax would be approximately $65,500,000.

6. SUPPLEMENTAL FINANCIAL DATA
    The balance sheet caption "Reinsurance recoverable" includes
    amounts recoverable from other insurers for claims paid by
    the Company. The balance sheet caption, "Future policy
    benefits and claims," and the balance sheet caption "Other
    policyholder funds" have been reduced for insurance ceded as
    follows:

<TABLE>
<CAPTION>
                                                                 DECEMBER 31
                                                                 1999           1998
                                                                 -----------------------
                                                                 (IN MILLIONS)
                                                                 -----------------------
   <S>                                                           <C>            <C>
   Insurance ceded                                               $5,340.0       $4,081.8
   ------------------------------------------------------------
   Amounts recoverable from other insurers                           81.2           79.9
   ------------------------------------------------------------
</TABLE>

    Reinsurance transactions, excluding assumption reinsurance,
    included in the income statement caption, "Premiums and
    deposits," are as follows:

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31
                                                                 1999           1998           1997
                                                                 ------------------------------------
                                                                 (IN MILLIONS)
                                                                 ------------------------------------
   <S>                                                           <C>            <C>            <C>
   Insurance assumed                                             $2,606.5       $9,018.9       $727.2
   ------------------------------------------------------------
   Insurance ceded                                                1,675.1          877.1        302.9
   ------------------------------------------------------------  --------       --------       ------
   Net amount included in premiums                               $  931.4       $8,141.8       $424.3
   ------------------------------------------------------------  ========       ========       ======
</TABLE>

    The income statement caption, "Benefits and settlement
    expenses," is net of reinsurance recoveries of
    $2,609,000,000, $2,098,800,000 and $1,240,500,000 for 1999,
    1998 and 1997, respectively.

    Details underlying the balance sheet caption "Other
    policyholder funds" are as follows:

<TABLE>
<CAPTION>
                                                                 DECEMBER 31
                                                                 1999            1998
                                                                 -------------------------
                                                                 (IN MILLIONS)
                                                                 -------------------------
   <S>                                                           <C>             <C>
   Premium deposit funds                                         $16,208.3       $16,285.2
   ------------------------------------------------------------
   Undistributed earnings on participating business                  346.9           348.4
   ------------------------------------------------------------
   Other                                                              34.3            13.9
   ------------------------------------------------------------  ---------       ---------
                                                                 $16,589.5       $16,647.5
                                                                 =========       =========
</TABLE>

                                                                            S-17
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

6. SUPPLEMENTAL FINANCIAL DATA (CONTINUED)
    Deferred and uncollected life insurance premiums and annuity
    considerations included in the balance sheet caption,
    "Premiums and fees in course of collection," are as follows:

<TABLE>
<CAPTION>
                                                                 DECEMBER 31, 1999
                                                                 ---------------------------------
                                                                                           NET OF
                                                                 GROSS       LOADING       LOADING
                                                                 ---------------------------------
                                                                 (IN MILLIONS)
                                                                 ---------------------------------
   <S>                                                           <C>         <C>           <C>
   Ordinary new business                                         $10.8        $ 7.3         $ 3.5
   ------------------------------------------------------------
   Ordinary renewal                                               54.2          6.8          47.4
   ------------------------------------------------------------
   Group life                                                     13.7           .1          13.6
   ------------------------------------------------------------  -----        -----         -----
                                                                 $78.7        $14.2         $64.5
                                                                 =====        =====         =====
</TABLE>

<TABLE>
<CAPTION>
                                                                 DECEMBER 31, 1998
                                                                 ---------------------------------
                                                                                           NET OF
                                                                 GROSS       LOADING       LOADING
                                                                 ---------------------------------
                                                                 (IN MILLIONS)
                                                                 ---------------------------------
   <S>                                                           <C>         <C>           <C>
   Ordinary new business                                         $ 9.5        $ 3.4         $ 6.1
   ------------------------------------------------------------
   Ordinary renewal                                              (13.7)        11.3         (25.0)
   ------------------------------------------------------------
   Group life                                                     14.2           .2          14.0
   ------------------------------------------------------------  -----        -----         -----
                                                                 $10.0        $14.9         $(4.9)
                                                                 =====        =====         =====
</TABLE>

7. ANNUITY RESERVES
    At December 31, 1999, the Company's annuity reserves and
    deposit fund liabilities, including separate accounts, that
    are subject to discretionary withdrawal with adjustment,
    subject to discretionary withdrawal without adjustment and
    not subject to discretionary withdrawal provisions are
    summarized as follows:

<TABLE>
<CAPTION>
                                                                 AMOUNT          PERCENT
                                                                 -----------------------
                                                                 (IN MILLIONS)
                                                                 -----------------------
   <S>                                                           <C>             <C>
   Subject to discretionary withdrawal with adjustment:
     With market value adjustment                                $ 2,427.7           4%
   ------------------------------------------------------------
     At book value, less surrender charge                          2,237.3           3
   ------------------------------------------------------------
     At market value                                              44,076.2          68
   ------------------------------------------------------------  ---------         ---
                                                                  48,741.2          75
   Subject to discretionary withdrawal without adjustment at
   book value with minimal or no charge or adjustment             13,486.5          21
   ------------------------------------------------------------
   Not subject to discretionary withdrawal                         2,622.4           4
   ------------------------------------------------------------  ---------         ---
   Total annuity reserves and deposit fund                        64,850.1         100%
   ------------------------------------------------------------                    ===
   Less reinsurance                                                1,548.0
   ------------------------------------------------------------  ---------
   Net annuity reserves and deposit fund liabilities, including
   separate accounts                                             $63,302.1
   ------------------------------------------------------------  =========
</TABLE>

S-18
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

8. CAPITAL AND SURPLUS
    In 1998, the Company issued two surplus notes to LNC in return for cash of
    $1,250,000,000. The first note for $500,000,000 was issued to LNC in
    connection with the CIGNA Corporation ("CIGNA")indemnity reinsurance
    transaction on January 5, 1998. This note calls for the Company to pay the
    principal amount of the notes on or before March 31, 2028 and interest to be
    paid quarterly at an annual rate of 6.56%. Subject to approval by the
    Indiana Insurance Commissioner, LNC also has a right to redeem the note for
    immediate repayment in total or in part once per year on the anniversary
    date of the note, but not before January 5, 2003. Any payment of interest or
    repayment of principal may be paid only out of the Company's earnings, only
    if the Company's surplus exceeds specified levels ($2,315,700,000 at
    December 31, 1999), and subject to approval by the Indiana Insurance
    Commissioner.

    The second note for $750,000,000 was issued on December 18, 1998 to LNC in
    connection with the Aetna, Inc. ("Aetna") indemnity reinsurance transaction.
    This note calls for the Company to pay the principal amount of the notes on
    or before December 31, 2028 and interest to be paid quarterly at an annual
    rate of 6.03%. Subject to approval by the Indiana Insurance Commissioner,
    LNC also has a right to redeem the note for immediate repayment in total or
    in part once per year on the anniversary date of the note, but not before
    December 18, 2003. Any payment of interest or repayment of principal may be
    paid only out of the Company's earnings, only if the Company's surplus
    exceeds specified levels ($2,379,600,000 at December 31, 1999), and subject
    to approval by the Indiana Insurance Commissioner.

    A summary of the terms of these surplus notes follows (in millions):

<TABLE>
<CAPTION>
                                                     PRINCIPAL                      INCEPTION       ACCRUED
                                                   OUTSTANDING AT                    TO DATE      INTEREST AT
                                    PRINCIPAL       DECEMBER 31,    CURRENT YEAR    INTEREST     DECEMBER 31,
DATE ISSUED                       AMOUNT OF NOTE        1999        INTEREST PAID     PAID           1999
- -----------                       --------------   --------------   -------------   ---------   ---------------
<S>                               <C>              <C>              <C>             <C>         <C>
January 5, 1998                       $500.0           $500.0           $32.8         $65.1     $            --
- --------------------------------
December 18, 1998                      750.0            750.0            46.7          46.7                  --
- --------------------------------
</TABLE>

    Life insurance companies are subject to certain Risk-Based Capital ("RBC")
    requirements as specified by the NAIC. Under those requirements, the amount
    of capital and surplus maintained by a life insurance company is to be
    determined based on the various risk factors related to it. At December 31,
    1999, the Company exceeds the RBC requirements.

    The payment of dividends by the Company is limited and cannot be made except
    from earned profits. The maximum amount of dividends that may be paid by
    life insurance companies without prior approval of the Indiana Insurance
    Commissioner is subject to restrictions relating to statutory surplus and
    net gain from operations. In January 1998, the Company assumed a block of
    individual life insurance and annuity business from CIGNA and in
    October 1998, the Company assumed a block of individual life insurance
    business from Aetna (SEE NOTE 10). The statutory accounting regulations do
    not allow goodwill to be recognized on indemnity reinsurance transactions
    and therefore, the related ceding commission was expensed in the
    accompanying Statement of Operations and resulted in the reduction of
    unassigned surplus. As a result of these transactions, the Company's
    statutory-basis unassigned surplus is negative as of December 31, 1999 and
    it will be necessary for the Company to obtain prior approval of the Indiana
    Insurance Commissioner before paying any dividends to LNC until such time as
    statutory-basis unassigned surplus is positive. The time frame for
    unassigned surplus to return to a positive position is dependent upon future
    statutory earnings and dividends paid to LNC. Although no assurance can be
    given, management believes that the approvals for the payment of such
    dividends in amounts consistent with those paid in the past can be obtained.

                                                                            S-19
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

9. EMPLOYEE BENEFIT PLANS
    LNC maintains defined benefit pension plans for its employees (including
    Company employees) and a defined contribution plan for the Company's agents.
    LNC also maintains 401(k) plans, deferred compensation plans and
    postretirement medical and life insurance plans for its employees and agents
    (including the Company's employees and agents). Effective July 1, 1999, the
    agents' postretirement plan was changed to require agents retiring on or
    after that date to pay the full premium costs. This change to the plan
    resulted in a one-time curtailment gain of $1,400,000 in 1999. The aggregate
    expenses and accumulated obligations for the Company's portion of these
    plans are not material to the Company's statutory-basis financial Statements
    of Operations or financial position for any of the periods shown.

    LNC has various incentive plans for key employees, agents and directors of
    LNC and its subsidiaries that provide for the issuance of stock options,
    stock appreciation rights, restricted stock awards and stock incentive
    awards. These plans are comprised primarily of stock option incentive plans.
    Stock options granted under the stock option incentive plans are at the
    market value at the date of grants and, subject to termination of
    employment, expire ten years from the date of grant. Such options are
    transferable only upon death and are exercisable one year from the date of
    grant for options issued prior to 1992. Options issued subsequent to 1991
    are exercisable in 25% increments on the option issuance anniversary in the
    four years following issuance.

    As of December 31, 1999, there were 2,072,087 and 1,397,005 shares of LNC
    common stock subject to options granted to Company employees and agents,
    respectively, under the stock option incentive plans of which 919,749 and
    241,097, respectively, were exercisable on that date. The exercise prices of
    the outstanding options range from $12.50 to $56.75. During 1999, 1998 and
    1997, there were 318,421, 136,469 and 170,789 options exercised,
    respectively, and 82,024, 18,288 and 1,846 options forfeited, respectively.

10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES
    DISABILITY INCOME CLAIMS
    The liability for disability income claims net of the related asset for
    amounts recoverable from reinsurers at December 31, 1999 and 1998 is
    $221,600,000 and $670,100,000, respectively. This liability is based on the
    assumption that the recent experience will continue in the future. If
    incidence levels and/or claim termination rates fluctuate significantly from
    the assumptions underlying reserves, adjustments to reserves could be
    required in the future. Accordingly, this liability may prove to be
    deficient or excessive. The Company reviews reserve levels on an ongoing
    basis. However, it is management's opinion that such future development will
    not materially affect the financial position of the Company.

    During 1997, the Company conducted an in-depth review of loss experience on
    its disability income business. As a result of this study, the reserve level
    was deemed to be inadequate to meet future obligations if current incident
    levels were to continue in the future. In order to address this situation,
    the Company strengthened its disability income reserves by $80,000,000 in
    1997.

    PERSONAL ACCIDENT PROGRAMS
    In the past, the Company and its wholly owned subsidiary, LNH&C, accepted
    personal accident reinsurance programs from other insurance companies. Most
    of these programs were presented by independent brokers who represented the
    ceding companies. Certain excess-of-loss personal accident reinsurance
    programs created in the London market during 1993 through 1996 have produced
    and have potential to produce significant losses. The liabilities for these
    programs, net of related assets recoverable from reinsurers, were
    $174,700,000 and $177,400,000 at December 31, 1999 and 1998, respectively.

    Settlement activities relating to the Company's participation in workers'
    compensation carve-out (i.e., life and health risks associated with workers'
    compensation coverage) programs managed by Unicover Managers, Inc. have
    allowed the Company to evaluate the possibility of settlements and to
    estimate its potential costs to settle Unicover-related exposures. As of
    December 31, 1999, a liability of $62,200,000 has been established for the

S-20
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
    settlement of the Company's exposure to the Unicover programs.

    These amounts are based on various estimates that are subject to
    considerable uncertainty. Accordingly, the liabilities may prove to be
    deficient or excessive. However, it is management's opinion that future
    developments in these programs will not materially affect the financial
    position of the Company.

    HMO EXCESS-OF-LOSS REINSURANCE PROGRAMS
    In light of the continued volatility in the HMO excess-of-loss line of
    business, LNH&C discontinued writing new HMO excess-of-loss reinsurance
    programs in the third quarter of 1999. The liability for HMO claims, net of
    the related assets for amounts recoverable from reinsurers, was $101,900,000
    and $55,900,000 at December 31, 1999 and 1998, respectively. LNH&C reviews
    reserve levels on an ongoing basis. The liability is based on the assumption
    that recent experience will continue in the future. If claims and loss
    ratios fluctuate significantly from the assumptions underlying the reserves,
    adjustments to reserves could be required in the future. Accordingly, the
    liability may prove to be deficient or excessive. However, it is
    management's opinion that such future developments will not materially
    affect the financial position of the Company.

    MARKETING AND COMPLIANCE MATTERS
    Regulators continue to focus on market conduct and compliance issues. Under
    certain circumstances, companies operating in the insurance and financial
    services markets have been held responsible for providing incomplete or
    misleading sales materials and for replacing existing policies with policies
    that were less advantageous to the policyholder. The Company's management
    continues to monitor the Company's sales materials and compliance procedures
    and is making an extensive effort to minimize any potential liability. Due
    to the uncertainty surrounding such matters, it is not possible to provide a
    meaningful estimate of the range of potential outcomes at this time;
    however, it is management's opinion that such future development will not
    materially affect the financial position of the Company.

    GROUP PENSION ANNUITIES
    The liabilities for guaranteed interest and group pension annuity contracts,
    which are no longer being sold by the Company, are supported by a single
    portfolio of assets that attempts to match the duration of these
    liabilities. Due to the long-term nature of group pension annuities and the
    resulting inability to exactly match cash flows, a risk exists that future
    cash flows from investments will not be reinvested at rates as high as
    currently earned by the portfolio. Accordingly, these liabilities may prove
    to be deficient or excessive. However, it is management's opinion that such
    future development will not materially affect the financial position of the
    Company.

    LEASES
    The Company leases its home office properties through sale-leaseback
    agreements. The agreements provide for a 25 year lease period with options
    to renew for six additional terms of five years each. The agreements also
    provide the Company with the right of first refusal to purchase the
    properties during the term of the lease, including renewal periods, at a
    price as defined in the agreements. The Company also has the option to
    purchase the leased properties at fair market value as defined in the
    agreements on the last day of the initial 25-year lease ending in 2009 or on
    the last day of any of the renewal periods.

    Total rental expense on operating leases in 1999, 1998 and 1997 was
    $38,900,000, $34,000,000 and $29,300,000, respectively. Future minimum
    rental commitments are as follows (in millions):

<TABLE>
   <S>                               <C>
   2000                              $ 28.7
   --------------------------------
   2001                                28.8
   --------------------------------
   2002                                27.5
   --------------------------------
   2003                                26.2
   --------------------------------
   2004                                26.5
   --------------------------------
   Thereafter                         123.5
   --------------------------------  ------
                                     $261.2
                                     ======
</TABLE>

    INFORMATION TECHNOLOGY COMMITMENT
    In February 1998, the Company signed a seven-year contract with IBM Global
    Services for information technology services for the Fort Wayne

                                                                            S-21
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
    operations. Total costs incurred in 1999 and 1998 were $67,400,000 and
    $54,800,000, respectively. Future minimum annual costs range from
    $33,600,000 to $56,800,000, however future costs are dependent on usage and
    could exceed these amounts.

    INSURANCE CEDED AND ASSUMED
    The Company cedes insurance to other companies, including certain
    affiliates. The portion of risks exceeding the Company's retention limit is
    reinsured with other insurers. The Company limits its maximum coverage that
    it retains on an individual to $10,000,000. Portions of the Company's
    deferred annuity business have also been coinsured with other companies to
    limit its exposure to interest rate risks. At December 31, 1999, the
    reserves associated with these reinsurance arrangements totaled
    $1,422,800,000. To cover products other than life insurance, the Company
    acquires other insurance coverages with retentions and limits that
    management believes are appropriate for the circumstances. The Company
    remains liable if its reinsurers are unable to meet their contractual
    obligations under the applicable reinsurance agreements.

    Proceeds from the sale of common stock of American States Financial
    Corporation ("American States") and proceeds from the January 5, 1998
    surplus note, were used to finance an indemnity reinsurance transaction
    whereby the Company and LNY reinsured 100% of a block of individual life
    insurance and annuity business from CIGNA. The Company paid $1,264,400,000
    to CIGNA on January 2, 1998 under the terms of the reinsurance agreement and
    recognized a ceding commission expense of $1,127,700,000 in 1998, which is
    included in the Statement of Operations line item "Underwriting,
    acquisition, insurance and other expenses." At the time of closing, this
    block of business had statutory liabilities of $4,780,300,000 that became
    the Company's obligation. The Company also received assets, measured on a
    historical statutory-basis, equal to the liabilities.

    In connection with the completion of the CIGNA reinsurance transaction, the
    Company recorded a charge of $31,000,000 to cover certain costs of
    integrating the existing operations with the new block of business.

    In 1999, the Company and CIGNA reached an agreement through arbitration on
    the final statutory-basis values of the assets and liabilities reinsured. As
    a result, the Company's ceding commission for this transaction was reduced
    by $58.6 million.

    Subsequent to this transaction, the Company and LNY announced that they had
    reached an agreement to sell the administration rights to a variable annuity
    portfolio that had been acquired as part of the block of business assumed on
    January 2, 1998. This sale closed on October 12, 1998 with an effective date
    of September 1, 1998.

    On October 1, 1998, the Company and LNY entered into an indemnity
    reinsurance transaction whereby the Company and LNY reinsured 100% of a
    block of individual life insurance business from Aetna. The Company paid
    $856,300,000 to Aetna on October 1, 1998 under the terms of the reinsurance
    agreement and recognized a ceding commission expense of $815,300,000 in
    1998, which is included in the Statement of Operations line item
    "Underwriting, acquisition, insurance and other expenses." At the time of
    closing, this block of business had statutory liabilities of $2,813,800,000
    that became the Company's obligation. The Company also received assets,
    measured on a historical statutory-basis, equal to the liabilities. The
    Company financed this reinsurance transaction with proceeds from short-term
    debt borrowings from LNC until the December 18, 1998 surplus note was
    approved by the Insurance Department. Subsequent to the Aetna transaction,
    the Company and LNY announced that they had reached an agreement to
    retrocede the sponsored life business assumed for $87,600,000. The
    retrocession agreement closed on October 14, 1998 with an effective date of
    October 1, 1998.

    On November 1, 1999, the Company closed its previously announced agreement
    to transfer a block of disability income business to MetLife. Under this
    indemnity reinsurance agreement, the Company transferred $490,800,000 of
    cash to MetLife representing the statutory reserves transferred on this
    business less $17,800,000 of purchase price consideration. A gain on the
    reinsurance transaction of $71,800,000 was recorded directly in unassigned

S-22
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
    surplus and will be recognized in statutory earnings over the life of the
    business.

    The Company assumes insurance from other companies, including certain
    affiliates. At December 31, 1999, the Company provided $270,000,000 of
    statutory-basis surplus relief to other insurance companies under
    reinsurance transactions. The Company retroceded 100% of this accepted
    surplus relief to its off-shore reinsurance affiliates. Generally, such
    amounts are offset by corresponding receivables from the ceding company,
    which are secured by future profits on the reinsured business. However, the
    Company is subject to the risk that the ceding company may become insolvent
    and the right of offset would not be permitted.

    The regulatory required liability for unsecured reserves ceded to
    unauthorized reinsurers was $17,300,000 and $43,400,000 at December 31, 1999
    and 1998, respectively.

    VULNERABILITY FROM CONCENTRATIONS
    At December 31, 1999, the Company did not have a material concentration of
    financial instruments in a single investee or industry. The Company's
    investments in mortgage loans principally involve commercial real estate. At
    December 31, 1999, 29% of such mortgages ($1,212,700,000) involved
    properties located in Texas and California. Such investments consist of
    first mortgage liens on completed income-producing properties and the
    mortgage outstanding on any individual property does not exceed $70,000,000.

    At December 31, 1999, the Company did not have a concentration of:
    1) business transactions with a particular customer, lender or distributor;
    2) revenues from a particular product or service; 3) sources of supply of
    labor or services used in the business; or 4) a market or geographic area in
    which business is conducted that makes it vulnerable to an event that is at
    least reasonably possible to occur in the near term and which could cause a
    severe impact to the Company's financial condition.

    OTHER CONTINGENCY MATTERS
    The Company is involved in various pending or threatened legal proceedings
    arising from the conduct of business. Most of these proceedings are routine
    in the ordinary course of business. The Company maintains professional
    liability insurance coverage for certain claims in excess of $5,000,000. The
    degree of applicability of this coverage will depend on the specific facts
    of each proceeding. In some instances, these proceedings include claims for
    compensatory and punitive damages and similar types of relief in addition to
    amounts for alleged contractual liability or requests for equitable relief.
    After consultation with legal counsel and a review of available facts, it is
    management's opinion that the ultimate liability, if any, under these
    proceedings will not have a material adverse affect on the financial
    position of the Company.

    With the recent filing of a lawsuit alleging fraud in the sale of interest
    sensitive universal and whole life insurance policies, the Company now has
    several such actions pending. While each of these lawsuits seeks class
    action status, the court has not certified a class in any of them. In each
    of these lawsuits, plaintiffs seek unspecified damages and penalties for
    themselves and on behalf of the putative class. While relief sought in these
    lawsuits is substantial, they are in the discovery stages of litigation, and
    it is premature to make assessments about potential loss, if any. Management
    intends to defend these lawsuits vigorously. The amount of liability, if
    any, which may arise as a result of these lawsuits cannot be reasonably
    estimated at this time. In another lawsuit, a settlement has been
    preliminarily approved by the court, and a class has been conditionally
    certified for settlement purposes. Two other similar lawsuits previously
    have been resolved and dismissed.

    The number of insurance companies that are under regulatory supervision has
    resulted, and is expected to continue to result, in assessments by state
    guaranty funds to cover losses to policyholders of insolvent or
    rehabilitated companies. Mandatory assessments may be partially recovered
    through a reduction in future premium taxes in some states. The Company has
    accrued for expected assessments net of estimated future premium tax
    deductions.

    GUARANTEES
    The Company has guarantees with off-balance-sheet risks whose contractual
    amounts represent

                                                                            S-23
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
    credit exposure. Outstanding guarantees with off-balance-sheet risks at
    December 31, 1999 relate to mortgage loan pass-through certificates. The
    Company has sold commercial mortgage loans through grantor trusts that
    issued pass-through certificates. The Company has agreed to repurchase any
    mortgage loans which remain delinquent for 90 days at a repurchase price
    substantially equal to the outstanding principal balance plus accrued
    interest thereon to the date of repurchase. The outstanding guarantees as of
    December 31, 1999 and 1998 were $25,900,000 and $30,900,000, respectively.
    It is management's opinion that the value of the properties underlying these
    commitments is sufficient that in the event of default the impact would not
    be material to the Company. Accordingly, both the carrying value and fair
    value of these guarantees is zero at December 31, 1999 and 1998.

    DERIVATIVES
    The Company has derivatives with off-balance-sheet risks whose notional or
    contract amounts exceed the credit exposure. The Company has entered into
    derivative transactions to reduce its exposure to fluctuations in interest
    rates, the widening of bond yield spreads over comparable maturity U.S.
    government obligations, commodity risk, credit risk and foreign exchange
    risks. In addition, the Company is subject to the risks associated with
    changes in the value of its derivatives; however, such changes in value
    generally are offset by changes in the value of the items being hedged by
    such contracts.

    Outstanding derivatives with off-balance-sheet risks, shown in notional or
    contract amounts along with their carrying value and estimated fair values,
    are as follows:

<TABLE>
<CAPTION>
                                                                       ASSETS (LIABILITIES)
                                                                       ------------------------------------------------
                                         NOTIONAL OR                   CARRYING       FAIR         CARRYING       FAIR
                                         CONTRACT AMOUNTS              VALUE          VALUE        VALUE          VALUE
                                         ------------------------------------------------------------------------------
                                         DECEMBER 31                   DECEMBER 31                 DECEMBER 31
                                         1999           1998           1999           1999         1998           1998
                                         ------------------------------------------------------------------------------
                                         (IN MILLIONS)
                                         ------------------------------------------------------------------------------
   <S>                                   <C>            <C>            <C>            <C>          <C>            <C>
   Interest rate derivatives:
     Interest rate cap agreements        $2,508.8       $4,108.8        $ 5.2         $  3.2        $ 9.3         $  .9
      ---------------------------------
     Swaptions                            1,837.5        1,899.5         12.2           10.8         16.2           2.5
      ---------------------------------
     Interest rate swaps                    630.9          258.3           --          (19.5)          --           9.9
      ---------------------------------
     Put options                             21.3           21.3           --            1.9           --           2.2
      ---------------------------------  --------       --------        -----         ------        -----         -----
                                          4,998.5        6,287.9         17.4           (3.6)        25.5          15.5
   Foreign currency derivatives:
     Forward contracts                         --            1.5           --             --           --            --
      ---------------------------------
     Foreign currency swaps                  44.2           47.2           --            (.4)          --            .3
      ---------------------------------  --------       --------        -----         ------        -----         -----
                                             44.2           48.7           --            (.4)          --            .3
   Commodity derivatives:
     Commodity swaps                           --            8.1           --             --           --           2.4
      ---------------------------------  --------       --------        -----         ------        -----         -----
                                         $5,042.7       $6,344.7        $17.4         $ (4.0)       $25.5         $18.2
                                         ========       ========        =====         ======        =====         =====
</TABLE>

S-24
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
    A reconciliation of the notional or contract amounts for the significant
    programs using derivative agreements and contracts at December 31 is as
    follows:

<TABLE>
<CAPTION>
                                                            INTEREST RATE CAPS            SWAPTIONS
                                                            -----------------------------------------------------
                                                            1999           1998           1999           1998
                                                            -----------------------------------------------------
                                                            (IN MILLIONS)
                                                            -----------------------------------------------------
   <S>                                                      <C>            <C>            <C>            <C>
   Balance at beginning of year                             $4,108.8       $4,900.0       $1,899.5       $1,752.0
   -------------------------------------------------------
   New contracts                                                  --          708.8             --          218.3
   -------------------------------------------------------
   Terminations and maturities                              (1,600.0)      (1,500.0)         (62.0)         (70.8)
   -------------------------------------------------------  --------       --------       --------       --------
   Balance at end of year                                   $2,508.8       $4,108.8       $1,837.5       $1,899.5
   -------------------------------------------------------  ========       ========       ========       ========
</TABLE>

<TABLE>
<CAPTION>
                                                                      INTEREST RATE SWAPS
                                                                      -----------------------
                                                                      1999          1998
                                                                      -----------------------
   <S>                                                                <C>           <C>
   Balance at beginning of year                                       $ 258.3       $    10.0
   ------------------------------------------------------------
   New contracts                                                        482.4         2,226.6
   ------------------------------------------------------------
   Terminations and maturities                                         (109.8)       (1,978.3)
   ------------------------------------------------------------       -------       ---------
   Balance at end of year                                             $ 630.9       $   258.3
   ------------------------------------------------------------       =======       =========
</TABLE>

<TABLE>
<CAPTION>
                                                                                         COMMODITY
                                                                 PUT OPTIONS             SWAPS
                                                                 ----------------------------------------
                                                                 1999        1998        1999        1998
                                                                 ----------------------------------------
   <S>                                                           <C>         <C>         <C>         <C>
   Balance at beginning of year                                  $21.3       $  --       $ 8.1       $ --
   ------------------------------------------------------------
   New contracts                                                    --        21.3          --        8.1
   ------------------------------------------------------------
   Terminations and maturities                                      --          --        (8.1)        --
   ------------------------------------------------------------  -----       -----       -----       ----
   Balance at end of year                                        $21.3       $21.3       $  --       $8.1
   ------------------------------------------------------------  =====       =====       =====       ====
</TABLE>

<TABLE>
<CAPTION>
                                                                 FOREIGN CURRENCY DERIVATIVES
                                                                 (FOREIGN INVESTMENTS)
                                                                 -------------------------------------------
                                                                                           FOREIGN CURRENCY
                                                                                           SWAPS
                                                                 FOREIGN EXCHANGE
                                                                 -------------------------------------------
                                                                 FORWARD CONTRACTS
                                                                 1999        1998          1999        1998
                                                                 -------------------------------------------
                                                                 (IN MILLIONS)
                                                                 -------------------------------------------
   <S>                                                           <C>         <C>           <C>         <C>
   Balance at beginning of year                                  $ 1.5       $ 163.1       $47.2       $15.0
   ------------------------------------------------------------
   New contracts                                                   2.7         419.8          --        39.2
   ------------------------------------------------------------
   Terminations and maturities                                    (4.2)       (581.4)       (3.0)       (7.0)
   ------------------------------------------------------------  -----       -------       -----       -----
   Balance at end of year                                        $  --       $   1.5       $44.2       $47.2
   ------------------------------------------------------------  =====       =======       =====       =====
</TABLE>

    INTEREST RATE CAP AGREEMENTS
    The interest rate cap agreements, which expire in 2000 through 2006, entitle
    the Company to receive quarterly payments from the counterparties on
    specified future reset dates, contingent on future interest rates. For each
    cap, the amount of such payments, if any, is determined by the excess of a
    market interest rate over a specified cap rate multiplied by the notional
    amount divided by four. The purpose of the Company's interest rate cap
    agreement program is to protect its annuity line of business from the effect
    of rising interest rates. The

                                                                            S-25
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
    premium paid for the interest rate caps is included in other investments
    (amortized costs of $5.2 million as of December 31, 1999) and is being
    amortized over the terms of the agreements. This amortization is included in
    net investment income.
    SWAPTIONS
    Swaptions, which expire in 2000 through 2003, entitle the Company to receive
    settlement payments from the counterparties on specified expiration dates,
    contingent on future interest rates. For each swaption, the amount of such
    settlement payments, if any, is determined by the present value of the
    difference between the fixed rate on a market rate swap and the strike rate
    multiplied by the notional amount. The purpose of the Company's swaption
    program is to protect its annuity line of business from the effect of rising
    interest rates. The premium paid for the swaptions is included in other
    investments (amortized cost of $12.2 million as of December 31, 1999) and is
    being amortized over the terms of the agreements. This amortization is
    included in net investment income.
    SPREAD LOCK AGREEMENTS
    Spread-lock agreements provide for a lump sum payment to or by the Company,
    depending on whether the spread between the swap rate and a specified
    government security is larger or smaller than a contractually specified
    spread. Cash payments are based on the product of the notional amount, the
    spread between the swap rate and the yield of an equivalent maturity
    government security and the price sensitivity of the swap at that time. The
    purpose of the Company's spread-lock program is to protect a portion of its
    fixed maturity securities against widening of spreads. While spreadlocks are
    used periodically, there are no spreadlock agreements outstanding at
    December 31, 1999.
    INTEREST RATE SWAP AGREEMENTS
    The Company uses interest rate swap agreements to hedge its exposure to
    floating rate bond coupon payments, replicating a fixed rate bond. An
    interest rate swap is a contractual agreement to exchange payments at one or
    more times based on the actual or expected price, level, performance or
    value of one or more underlying interest rates. The Company is required to
    pay the counterparty to the agreement the stream of variable interest
    payments based on the coupon payments hedged bonds, and in turn, receives a
    fixed payment from the counterparty at a predetermined interest rate. The
    net receipts/payments from interest rate swaps are recorded in net
    investment income. The Company also uses interest rate swap agreements to
    hedge its exposure to interest rate fluctuations related to the anticipated
    purchase of assets to support newly acquired blocks of business or to extend
    the duration of certain portfolios of assets. Once the assets are purchased
    the gains (losses) resulting from the termination of the swap agreements
    will be applied to the basis of the assets. The gains (losses) will be
    recognized in earnings over the life of the assets. The anticipated purchase
    of assets related to extending the duration of certain portfolios of assets
    is expected to be completed in 2000.
    PUT OPTIONS
    The Company uses put options, combined with various perpetual fixed income
    securities, and interest rate swaps to replicate fixed income, fixed
    maturity investments. The risk being hedged is a drop in bond prices due to
    credit concerns with international bond issuers. The put options allow the
    Company to put the bonds back to the counterparties at original par.
    FOREIGN CURRENCY DERIVATIVES
    The Company uses a combination of foreign exchange forward contracts and
    foreign currency swaps, which are traded over-the-counter, to hedge some of
    the foreign exchange risk of investments in fixed maturity securities
    denominated in foreign currencies. The foreign currency forward contracts
    obligate the Company to deliver a specified amount of currency at a future
    date at a specified exchange rate. A foreign currency swap is a contractual
    agreement to exchange the currencies of two different countries at a fixed
    rate of exchange in the future.
    COMMODITY SWAPS
    The Company used a commodity swap to hedge its exposure to fluctuations in
    the price of gold. A commodity swap is a contractual agreement to exchange a
    certain amount of a particular commodity for a fixed amount of cash. The
    Company owned a fixed income security that met its coupon

S-26
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
    payment obligations in gold bullion. The Company is obligated to pay to the
    counterparty the gold bullion, and in return, receives from the counterparty
    a stream of fixed income payments. The fixed income payments were the
    product of the swap notional multiplied by the fixed rate stated in the swap
    agreement. The net receipts or payments from commodity swaps were recorded
    in net investment income. The fixed income security was called in the third
    quarter of 1999 and the commodity swap expired.
    ADDITIONAL DERIVATIVE INFORMATION
    Expenses for the agreements and contracts described above amounted to
    $6,200,000, $10,000,000 and $7,000,000 in 1999, 1998 and 1997, respectively.
    Deferred gains of $100,000 as of December 31, 1999, were the result of
    terminated interest rate swaps. These gains are included with the related
    fixed maturity securities to which the hedge applied or as deferred
    liabilities and are being amortized over the life of such securities.
    The Company is exposed to credit loss in the event of nonperformance by
    counterparties on various derivative contracts. However, the Company does
    not anticipate nonperformance by any of the counterparties. The credit risk
    associated with such agreements is minimized by purchasing such agreements
    from financial institutions with long-standing, superior performance
    records. The amount of such exposure is essentially the net replacement cost
    or market value less collateral held for such agreements with each
    counterparty if the net market value is in the Company's favor. At
    December 31, 1999, the exposure was $8,500,000.
11. FAIR VALUE OF FINANCIAL INSTRUMENTS
    The following discussion outlines the methodologies and
    assumptions used to determine the estimated fair values of
    the Company's financial instruments. Considerable judgment
    is required to develop these fair values. Accordingly, the
    estimates shown are not necessarily indicative of the
    amounts that would be realized in a one-time, current market
    exchange of all of the Company's financial instruments.
    BONDS AND UNAFFILIATED COMMON STOCK
    Fair values of bonds are based on quoted market prices,
    where available. For bonds not actively traded, fair values
    are estimated using values obtained from independent pricing
    services. In the case of private placements, fair values are
    estimated by discounting expected future cash flows using a
    current market rate applicable to the coupon rate, credit
    quality and maturity of the investments. The fair values of
    unaffiliated common stocks are based on quoted market
    prices.
    PREFERRED STOCK
    Fair values of preferred stock are based on quoted market
    prices, where available. For preferred stock not actively
    traded, fair values are based on values of issues of
    comparable yield and quality.
    MORTGAGE LOANS ON REAL ESTATE
    The estimated fair value of mortgage loans on real estate
    was established using a discounted cash flow method based on
    credit rating, maturity and future income. The ratings for
    mortgages in good standing are based on property type,
    location, market conditions, occupancy, debt service
    coverage, loan to value, caliber of tenancy, borrower and
    payment record. Fair values for impaired mortgage loans are
    based on: 1) the present value of expected future cash flows
    discounted at the loan's effective interest rate; 2) the
    loan's market price; or 3) the fair value of the collateral
    if the loan is collateral dependent.
    POLICY LOANS
    The estimated fair values of investments in policy loans are
    calculated on a composite discounted cash flow basis using
    Treasury interest rates consistent with the maturity
    durations assumed. These durations are based on historical
    experience.
    OTHER INVESTMENTS AND CASH AND SHORT-TERM INVESTMENTS
    The carrying values for assets classified as other
    investments and cash and short-term investments in the
    accompanying statutory-basis balance sheets approximate
    their fair value.
    INVESTMENT-TYPE INSURANCE CONTRACTS
    The balance sheet captions, "Future policy benefits and
    claims" and "Other policyholder funds," include investment
    type insurance contracts (i.e.,

                                                                            S-27
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

11. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
    deposit contracts and guaranteed interest contracts). The
    fair values for the deposit contracts and certain guaranteed
    interest contracts are based on their approximate surrender
    values. The fair values for the remaining guaranteed
    interest and similar contracts are estimated using
    discounted cash flow calculations. These calculations are
    based on interest rates currently offered on similar
    contracts with maturities that are consistent with those
    remaining for the contracts being valued.
    The remainder of the balance sheet captions "Future policy
    benefits and claims" and "Other policyholder funds," that do
    not fit the definition of "investment-type insurance
    contracts" are considered insurance contracts. Fair value
    disclosures are not required for these insurance contracts
    and have not been determined by the Company. It is the
    Company's position that the disclosure of the fair value of
    these insurance contracts is important because readers of
    these financial statements could draw inappropriate
    conclusions about the Company's capital and surplus
    determined on a fair value basis. It could be misleading if
    only the fair value of assets and liabilities defined as
    financial instruments are disclosed.
    SHORT-TERM DEBT
    For short-term debt, the carrying value approximates fair
    value.
    SURPLUS NOTES DUE TO LNC
    Fair values for surplus notes are estimated using discounted
    cash flow analysis based on the Company's current
    incremental borrowing rate for similar types of borrowing
    arrangements.
    GUARANTEES
    The Company's guarantees include guarantees related to
    mortgage loan pass-through certificates. Based on historical
    performance where repurchases have been negligible and the
    current status, which indicates none of the loans are
    delinquent, the fair value liability for the guarantees
    related to the mortgage loan pass-through certificates is
    zero.
    DERIVATIVES
    The Company employs several different methods for
    determining the fair value of its derivative instruments.
    Fair values for these contracts are based on current
    settlement values. These values are based on quoted market
    prices for the foreign currency exchange contracts and
    industry standard models that are commercially available for
    interest rate cap agreements, swaptions, spread lock
    agreements, interest rate swaps, commodity swaps and put
    options.
    INVESTMENT COMMITMENTS
    Fair values for commitments to make investment in fixed
    maturity securities (primarily private placements), mortgage
    loans on real estate and real estate are based on the
    difference between the value of the committed investments as
    of the date of the accompanying balance sheets and the
    commitment date. These estimates would take into account
    changes in interest rates, the counterparties' credit
    standing and the remaining terms of the commitments.
    SEPARATE ACCOUNTS
    Assets held in separate accounts are reported in the
    accompanying statutory-basis balance sheets at fair value.
    The related liabilities are also reported at fair value in
    amounts equal to the separate account assets.

S-28
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

11. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
    The carrying values and estimated fair values of the
    Company's financial instruments are as follows:

<TABLE>
<CAPTION>
                                                    DECEMBER 31
                                                    -------------------------------------------------------------
                                                    1999                              1998
                                                    -------------------------------------------------------------
                                                    CARRYING                          CARRYING
   ASSETS (LIABILITIES)                             VALUE            FAIR VALUE       VALUE            FAIR VALUE
   --------------------------------------------------------------------------------------------------------------
                                                    (IN MILLIONS)
                                                    -------------------------------------------------------------
   <S>                                              <C>              <C>              <C>              <C>
   Bonds                                            $ 22,985.0       $ 22,376.3       $ 23,830.9       $ 25,065.5
   -----------------------------------------------
   Preferred stocks                                      253.8            223.6            236.0            242.5
   -----------------------------------------------
   Unaffiliated common stocks                            166.9            166.9            259.3            259.3
   -----------------------------------------------
   Mortgage loans on real estate                       4,211.5          4,104.0          3,932.9          4,100.1
   -----------------------------------------------
   Policy loans                                        1,652.9          1,770.5          1,606.0          1,685.9
   -----------------------------------------------
   Other investments                                     426.6            426.6            434.4            434.4
   -----------------------------------------------
   Cash and short-term investments                     1,409.2          1,409.2          1,725.4          1,725.4
   -----------------------------------------------
   Investment-type insurance contracts:
     Deposit contracts and certain guaranteed
       interest contracts                            (17,730.4)       (17,364.3)       (17,845.8)       (17,486.4)
      --------------------------------------------
     Remaining guaranteed interest and similar
       contracts                                        (454.7)          (465.1)          (714.4)          (738.2)
      --------------------------------------------
   Short-term debt                                      (205.0)          (205.0)          (140.0)          (140.0)
   -----------------------------------------------
   Surplus notes due to LNC                           (1,250.0)        (1,022.1)        (1,250.0)        (1,335.1)
   -----------------------------------------------
   Derivatives                                            17.4             (4.0)            25.5             18.2
   -----------------------------------------------
   Investment commitments                                   --             (0.8)              --              (.6)
   -----------------------------------------------
   Separate account assets                            46,105.1         46,105.1         36,907.0         36,907.0
   -----------------------------------------------
   Separate account liabilities                      (46,105.1)       (46,105.1)       (36,907.0)       (36,907.0)
   -----------------------------------------------
</TABLE>

12. ACQUISITIONS AND SALES OF SUBSIDIARIES
    In 1997, LNC contributed 25,000,000 shares of common stock of American
    States to the Company. American States is a property casualty insurance
    holding company of which LNC owned 83.3%. The contributed common stock was
    accounted for as a capital contribution equal to the fair value of the
    common stock received by the Company. Subsequently, the American States
    common stock owned by the Company, along with all other American States
    common stock owned by LNC and its affiliates, was sold. The Company received
    proceeds from the sale in the amount of $1,175,000,000. The Company
    recognized no gain or loss on the sale of its portion of the common stock
    due to the receipt of the stock at fair value. The proceeds from this sale
    of stock were used to partially finance the CIGNA indemnity reinsurance
    transaction.
13. TRANSACTIONS WITH AFFILIATES
    A wholly owned subsidiary of LNC, Lincoln Life and Annuity
    Distributors, Inc. ("LLAD"), has a nearly exclusive general agent's contract
    with the Company under which it sells the Company's products and provides
    the service that otherwise would be provided by a home office marketing
    department and regional offices. For providing these selling and marketing
    services, the Company paid LLAD override commissions of $60,400,000 and
    $76,700,000 in 1999 and 1998, respectively, and override commissions and
    operating expense allowances of $61,600,000 in 1997. LLAD incurred expenses
    of $113,400,000, $102,400,000 and

                                                                            S-29
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

13. TRANSACTIONS WITH AFFILIATES (CONTINUED)
    $5,500,000 in 1999, 1998 and 1997, respectively, in excess of the override
    commissions and operating expense allowances received from the Company,
    which the Company is not required to reimburse. Effective in January 1998,
    the Company and LLAD agreed to increase the override commission expense and
    eliminate the operating expense allowance.
    Cash and short-term investments at December 31, 1999 and 1998 include the
    Company's participation in a short-term investment pool with LNC of
    $390,300,000 and $383,600,000, respectively. Related investment income
    amounted to $16,700,000, $16,800,000 and $15,500,000 in 1999, 1998 and 1997,
    respectively. Short-term loan payable to parent company at December 31, 1999
    and 1998 represent notes payable to LNC.
    The Company provides services to and receives services from affiliated
    companies which resulted in a net payment of $49,400,000, $92,100,000 and
    $48,500,000 in 1999, 1998 and 1997, respectively.
    The Company cedes and accepts reinsurance from affiliated companies.
    Premiums in the accompanying statements of income include premiums on
    insurance business accepted under reinsurance contracts and exclude premiums
    ceded to other affiliated companies, as follows:

<TABLE>
<CAPTION>
                           YEAR ENDED DECEMBER 31
                           1999     1998     1997
                           ------------------------
                           (IN MILLIONS)
                           ------------------------
   <S>                     <C>      <C>      <C>
   Insurance assumed       $ 19.7   $ 13.7   $ 11.9
   ----------------------
   Insurance ceded          777.6    290.1    100.3
</TABLE>

    The balance sheets include reinsurance balances with affiliated companies as
    follows:

<TABLE>
<CAPTION>
                             DECEMBER 31
                             1999           1998
                             -----------------------
                             (IN MILLIONS)
                             -----------------------
   <S>                       <C>            <C>
   Future policy benefits
   and claims assumed
                             $  413.7       $  197.3
   ------------------------
   Future policy benefits
   and claims ceded           1,680.4        1,125.0
   ------------------------
   Amounts recoverable on
   paid and unpaid losses       146.4           84.2
   ------------------------
   Reinsurance payable on
   paid losses                    8.8            6.0
   ------------------------
   Funds held under
   reinsurance treaties --
   net liability              2,106.4        1,375.4
   ------------------------
</TABLE>

    Substantially all reinsurance ceded to affiliated companies is with
    unauthorized companies. To take a reserve credit for such reinsurance, the
    Company holds assets from the reinsurer, including funds held under
    reinsurance treaties, and is the beneficiary on letters of credit
    aggregating $917,300,000 and $318,300,000 at December 31, 1999 and 1998,
    respectively. The letters of credit are issued by banks and represent
    guarantees of performance under the reinsurance agreement. At December 31,
    1999 and 1998, LNC had guaranteed $818,900,000 and $237,000,000,
    respectively, of these letters of credit. At December 31, 1999 and 1998, the
    Company has a receivable (included in the foregoing amounts) from affiliated
    insurance companies in the amount of $118,800,000 and $122,400,000,
    respectively, for statutory surplus relief received under financial
    reinsurance ceded agreements.
14. SEPARATE ACCOUNTS
    Separate account assets held by the Company consist primarily of long-term
    bonds, common stocks, short-term investments and mutual funds and are
    carried at market value. Substantially none of the separate accounts have
    any minimum guarantees and the investment risks associated with market

S-30
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

14. SEPARATE ACCOUNTS (CONTINUED)
    value changes are borne entirely by the policyholder.
    Separate account premiums, deposits and other considerations amounted to
    $4,572,600,000, $3,953,300,000 and $4,821,800,000 in 1999, 1998 and 1997,
    respectively. Reserves for separate accounts with assets at fair value were
    $45,198,900,000 and $36,145,900,000 at December 31, 1999 and 1998,
    respectively. All reserves are subject to discretionary withdrawal at market
    value.

    A reconciliation of transfers to (from) separate accounts is as follows:

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31
                                                                 1999        1998            1997
                                                                 -------------------------------------
                                                                 (IN MILLIONS)
                                                                 -------------------------------------
   <S>                                                           <C>         <C>             <C>
   Transfers as reported in the Summary of Operations of the
   various separate accounts:
     Transfers to separate accounts                              $ 4,573.2   $ 3,954.9       $ 4,824.0
   ------------------------------------------------------------
     Transfers from separate accounts                             (4,933.8)   (4,069.8)       (2,943.8)
   ------------------------------------------------------------  ---------   ---------       ---------
   Net transfers to (from) separate accounts as reported in the
   Summary of Operations                                         $  (360.6)  $  (114.9)      $ 1,880.2
   ------------------------------------------------------------  =========   =========       =========
</TABLE>

15. CENTURY COMPLIANCE (UNAUDITED)
    The Year 2000 issue was complex and affected many aspects of the Company's
    business. The Company was particularly concerned with Year 2000 issues that
    related to the Company's computer systems and interfaces with the computer
    systems of vendors, suppliers, customers and business partners. From 1996
    through 1999 the Company and its operating subsidiaries redirected a large
    portion of internal Information Technology ("IT") efforts and contracted
    with outside consultants to update systems to address Year 2000 issues.
    Experts were engaged to assist in developing work plans and cost estimates
    and to complete remediation activities.
    For the year ended December 31, 1999, the Company identified expenditures of
    $39,500,000 to address this issue. This brings the expenditures for 1996
    through 1999 to $75,300,000. Because updating systems and procedures is an
    integral part of the Company's on-going operations, most of the expenditures
    shown above are expected to continue after all Year 2000 issues have been
    resolved. All Year 2000 expenditures have been funded from operating cash
    flows.
    The scope of the overall Year 2000 program included the following four major
    project areas: 1) addressing the readiness of business applications,
    operating systems and hardware on mainframe, personal computer and local
    area network platforms (IT); 2) addressing the readiness of non-IT embedded
    software and equipment (non-IT); 3) addressing the readiness of key business
    partners and 4) establishing Year 2000 contingency plans. The Company
    completed these projects prior to year-end.
    The Company's businesses have not identified any major problems in their
    business processing. Minor problems have been resolved quickly. The
    Company's businesses have not experienced any significant interruption in
    service to clients or business partners or in reporting to regulators.

                                                                            S-31
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Board of Directors
The Lincoln National Life Insurance Company

We have audited the accompanying statutory-basis balance sheets
of The Lincoln National Life Insurance Company (the "Company"),
a wholly owned subsidiary of Lincoln National Corporation, as of
December 31, 1999 and 1998, and the related statutory-basis
statements of operations, changes in capital and surplus and
cash flows for each of the three years in the period ended
December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

As described in Note 1 to the financial statements, the Company
presents its financial statements in conformity with accounting
practices prescribed or permitted by the Indiana Department of
Insurance, which practices differ from accounting principles
generally accepted in the United States. The variances between
such practices and accounting principles generally accepted in
the United States and the effects on the accompanying financial
statements are also described in Note 1.

In our opinion, because of the effects of the matter described
in the preceding paragraph, the financial statements referred to
above do not present fairly, in conformity with accounting
principles generally accepted in the United States, the
financial position of The Lincoln National Life Insurance
Company at December 31, 1999 and 1998, or the results of its
operations or its cash flows for each of the three years in the
period ended December 31, 1999.

However, in our opinion, the financial statements referred to
above present fairly, in all material respects, the financial
position of The Lincoln National Life Insurance Company at
December 31, 1999 and 1998, and the results of its operations
and its cash flows for each of the three years in the period
ended December 31, 1999, in conformity with accounting practices
prescribed or permitted by the Indiana Department of Insurance.

                                         /s/ Ernst & Young LLP

Fort Wayne, Indiana
January 31, 2000

S-32
<PAGE>
                                  PROSPECTUS 2
<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) 454-6265                                     (800) 444-2363
</TABLE>

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


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


    The Policy features include: 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.

    You may allocate net premiums to the Sub-accounts of our Flexible Premium
Variable Life Account M ("Separate Account"). Each Sub-account invests in one of
the funds listed below.

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

AMERICAN FUNDS INSURANCE SERIES
  (ALSO KNOWN AS AMERICAN VARIABLE INSURANCE SERIES)
Global Small Capitalization Fund -- Class 2
Growth Fund -- Class 2
Growth-Income Fund -- Class 2

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

DELAWARE GROUP PREMIUM FUND
Devon Series -- Standard Class
Emerging Markets Series -- Standard Class
High Yield Series -- Standard Class
  (formerly Delchester Series)
REIT Series -- Standard Class
Small Cap Value Series -- Standard Class
Trend Series -- Standard Class

DEUTSCHE ASSET MANAGEMENT VIT FUNDS TRUST
  (FORMERLY BT INSURANCE FUNDS TRUST)
EAFE-Registered Trademark- Equity Index Fund
Equity 500 Index Fund
Small Cap Index Fund

FIDELITY VARIABLE INSURANCE PRODUCTS FUND
Growth Portfolio -- Service Class
High Income Portfolio -- Service Class

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
Contrafund Portfolio -- Service Class

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


FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST
Templeton Growth Securities Fund -- Class 2
  (formerly Templeton Stock Fund)
Templeton International Securities Fund -- Class 2
  (formerly Templeton International Fund)


JANUS ASPEN SERIES
Janus Aspen Series Balanced Portfolio --
  Institutional Shares
Janus Aspen Series Global Technology Portfolio --
  Service Shares
Janus Aspen Series Worldwide Growth Portfolio --
  Institutional Shares

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

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, AND THIS PROSPECTUS ONLY OFFERS
THE POLICY FOR SALE IN JURISDICTIONS WHERE SUCH OFFER AND SALE ARE LAWFUL.

                         PROSPECTUS DATED: MAY 1, 2000
<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
  Charges and Fees....................       5
  Changes in Specified Amount.........       5
LINCOLN LIFE, THE SEPARATE ACCOUNT AND
 THE GENERAL ACCOUNT..................       6
BUYING VARIABLE LIFE INSURANCE........       7
  Replacements........................       8
APPLICATION...........................       8
OWNERSHIP.............................       9
BENEFICIARY...........................       9
THE POLICY............................       9
  Policy Specifications...............      10
PREMIUM FEATURES......................      10
  Planned Premiums Additional
   Premiums...........................      10
    Limits on Right to Make Payments
     of Additional and Planned
     Premiums.........................      10
    Premium Load; Net Premium
     Payment..........................      11
RIGHT-TO-EXAMINE PERIOD...............      11
TRANSFERS AND ALLOCATION AMONG
 ACCOUNTS.............................      11
  Allocation of Net Premium
   Payments...........................      11
  Transfers...........................      11
  Optional Sub-Account Allocation
   Programs...........................      12
    Dollar Cost Averaging.............      12
    Automatic Rebalancing.............      13
POLICY VALUES.........................      13
  Accumulation Value..................      13
  Separate Account Value..............      14
    Variable Accumulation Unit
     Value............................      14
    Variable Accumulation Units.......      14
  Fixed Account and Loan Account
   Value..............................      14
  Net Accumulation Value..............      15
FUNDS.................................      15
  Substitution of Securities..........      20
  Voting Rights.......................      20
  Fund Participation Agreements.......      21
CHARGES AND FEES......................      21
  Deductions from Premium Payments....      21
  Deductions Made Monthly.............      21
    Monthly Deduction.................      21
    Cost of Insurance Charge..........      22
  Mortality and Expense Risk Charge...      22
  Fund Expenses.......................      22
  Surrender Charges...................      26
  Reduction of Charges -- Purchases on
   a Case Basis.......................      26
  Transaction Fee for Excess
   Transfers..........................      27
DEATH BENEFITS........................      27
  Death Benefit Options...............      27
  Changes in Death Benefit Options and
   Specified Amount...................      28
</TABLE>



<TABLE>
<CAPTION>
CONTENTS                                  PAGE
- --------                                  ----
<S>                                     <C>
  Federal Income Tax Definition of
   Life Insurance.....................      28
NOTICE OF DEATH OF INSURED............      29
PAYMENT OF DEATH BENEFIT PROCEEDS.....      29
  Settlement Options..................      29
POLICY LIQUIDITY......................      30
  Policy Loans........................      30
  Partial Surrender...................      31
  Surrender of the Policy.............      31
    Surrender Value...................      31
  Deferral of Payment and Transfers...      31
ASSIGNMENT; CHANGE OF OWNERSHIP.......      32
LAPSE AND REINSTATEMENT...............      32
  Lapse of a Policy...................      32
  No Lapse Provision..................      32
  Reinstatement of a Lapsed Policy....      33
COMMUNICATIONS WITH LINCOLN LIFE......      33
  Proper Written Form.................      33
  Telephone Transaction Privileges....      33
OTHER POLICY PROVISIONS...............      34
  Issuance............................      34
  Date of Coverage....................      34
  Incontestability....................      34
  Misstatement of Age or Gender.......      34
  Suicide.............................      34
  Nonparticipating Policies...........      34
  Riders..............................      34
TAX ISSUES............................      35
  Taxation of Life Insurance Contracts
   in General.........................      35
  Policies Which Are MECs.............      36
  Policies Which Are Not MECs.........      37
  Other Considerations................      37
  Tax Status of Lincoln Life..........      38
FAIR VALUE OF THE POLICY..............      38
DIRECTORS AND OFFICERS OF LINCOLN
 LIFE.................................      39
DISTRIBUTION OF POLICIES..............      40
CHANGES OF INVESTMENT POLICY..........      41
OTHER CONTRACTS ISSUED BY LINCOLN
 LIFE.................................      41
STATE REGULATION......................      41
REPORTS TO OWNERS.....................      42
ADVERTISING...........................      42
LEGAL PROCEEDINGS.....................      42
EXPERTS...............................      43
REGISTRATION STATEMENT................      43
APPENDIX 1: GUARANTEED MAXIMUM COST OF
 INSURANCE RATES......................      44
APPENDIX 2: ILLUSTRATION OF SURRENDER
 CHARGES..............................      45
APPENDIX 3: CORRIDOR PERCENTAGES......      47
APPENDIX 4: ILLUSTRATIONS OF
 ACCUMULATION VALUES, SURRENDER VALUES
 AND DEATH BENEFIT PROCEEDS...........      48
FINANCIAL STATEMENTS..................
  Separate Account....................     M-1
  Lincoln Life........................     S-1
</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. If you
                    are already entitled to favorable tax treatment, you should
                    satisfy yourself that this Policy meets your other financial
                    goals before you buy it. 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 three 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.

                    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 (The
                    Specified Amount may be found on the Policy's Specification
                    Page); or

                                                                               3
<PAGE>
                    2) the "Corridor Death Benefit", which is the death benefit
                    calculated as a percentage of the Accumulation Value. (The
                    "Net Accumulation Value" is the total of the balances in the
                    Fixed Account and the Separate Account minus any outstanding
                    Loan Account amounts).

                    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 when
                    the Insured died; or
                    2) the Corridor Death Benefit.


                    See page 27.



                    This policy contains a "No Lapse Provision". This means that
                    the Policy will not lapse 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 to maturity even though your
                    Net Accumulation Value is insufficient to pay your current
                    Monthly Deductions. Availability of the No Lapse Provision
                    may vary in some states. Loans or Partial Surrenders may
                    jeopardize the No Lapse Provision. See page 32.


                    If you have borrowed against your Policy or surrendered a
                    portion of your Policy, your Initial Death Benefit will be
                    reduced by the Loan Account balance 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 10.



                    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, the Owner has met the No Lapse Premium
                    Requirement. See page 32.


                    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 11.

                    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 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.

4
<PAGE>
                    You must choose the Sub-Accounts 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 15.

                    You may also use Lincoln Life's Fixed Account to fund your
                    Policy. Net Premium payments put into the Fixed Account:

                     - become part of Lincoln Life's General Account;
                     - do not share the investment experience of the Separate
                       Account; and
                     - have a guaranteed minimum interest rate of 4% per year.

                    Interest beyond 4% is credited at Lincoln Life's discretion.
                    For additional information on the Fixed Account, see
                    page 7.

                    CHARGES AND FEES

                    We deduct a premium charge of 5% from each Premium Payment.
                    We make Monthly Deductions for administrative expenses
                    (currently, $15 per month for the first Policy Year and $5
                    per month afterwards, guaranteed not to exceed $10 after the
                    first Policy Year) 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 0.75% for
                    Policy Years 1-10, 0.35% for Policy Years 11-20 and 0.20%
                    for Policy Years 21 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 23 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 in up to 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. The length of the surrender charge period varies
                    based on the age at the date of issue or of increase in
                    Specified Amount. See page 26.


                    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 on the Loan Account Value.
                    For the first 10 Policy Years, interest will be credited at
                    an annual rate equal to the interest rate charged minus 1%.
                    For Policy Years 11 and beyond, the interest credited will
                    be the annual interest rate charged. See page 30.


                    Charges and fees may be reduced in some circumstances where
                    Policies are purchased by corporations and other groups or
                    sponsoring organizations on a case basis. See page 26.


                    CHANGES IN SPECIFIED AMOUNT

                    The Initial Specified Amount, chosen by the Policy Owner, 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 28.

                                                                               5
<PAGE>
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)
                    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 described in FUNDS. 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, and 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 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

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                    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 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
                    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.
                    And any investment income and realized capital gains within
                    a fund are automatically

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                    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 TAX ISSUES), 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 DEATH BENEFITS). 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 4) 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. The Owner 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 an
                    application on a form provided by Lincoln Life.

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

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                    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 the Beneficiary 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 Lincoln Life.

BENEFICIARY

                    The Beneficiary is designated by the Owner or the Applicant
                    and is the person who will 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.
                    Multiple Beneficiaries will be paid in equal shares, unless
                    otherwise specified to Lincoln Life.

                    Except when Lincoln Life has acknowledged an assignment of
                    the Policy or an agreement not to change the Beneficiary,
                    the Owner may change the Beneficiary at any time while the
                    Insured is living. Any request for a change in the
                    Beneficiary must be in a written form satisfactory to
                    Lincoln Life and submitted to Lincoln Life. Unless the Owner
                    has reserved the right to change the Beneficiary, such a
                    request must be signed by both the Owner and the
                    Beneficiary. When Lincoln Life has 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 Lincoln
                    Life as to any payment made or action taken by Lincoln Life
                    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 Lincoln Life.
                    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.

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. 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.

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                    On issuance, a life insurance contract ("Policy") will be
                    delivered to the Owner. The Owner should 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 Lincoln Life's books and records. Mere possession
                    of the Policy does not imply ownership rights. If the Owner
                    loses the Policy, Lincoln Life will issue a replacement on
                    request. Lincoln Life may impose a Policy replacement 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.

PREMIUM FEATURES

                    The Owner 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. (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
                    been surrendered, there are certain changes under the
                    Policy. Lincoln Life will no longer accept Premium Payments.
                    Lincoln Life will make no further monthly deductions. Policy
                    Values held in the Separate Account will be transferred to
                    the Fixed Account. Lincoln Life will no longer transfer
                    amounts to the Sub-Accounts. The Policy will remain in force
                    until surrender or the Insured's Death.

                    PLANNED PREMIUMS; ADDITIONAL PREMIUMS

                    "Planned Premiums" are the amount of premium (as shown in
                    the Policy Specifications) the Applicant chooses to pay
                    Lincoln Life 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. Additional
                    Premiums will be credited only when actually received by
                    Lincoln Life. 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.

                    LIMITS ON RIGHT TO MAKE PAYMENTS OF ADDITIONAL AND PLANNED
                    PREMIUMS

                    The Owner may increase Planned Premiums, or pay Additional
                    Premiums, subject to the following limitations and Lincoln
                    Life's right to limit the amount or frequency of Additional
                    Premiums.

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                    Lincoln Life 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 Lincoln Life is unwilling to
                    accept the risk, the increase in premium will be refunded
                    without interest and without participation of such amounts
                    in any underlying investment.

                    Lincoln Life may also decline 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. The
                    excess amount would be returned.

                    PREMIUM LOAD; NET PREMIUM PAYMENT

                    Lincoln Life deducts 5% from each Premium Payment. This
                    amount, sometimes referred to as "premium load," covers
                    certain Policy-related state tax and federal income tax
                    liabilities and a portion of the sales expenses incurred by
                    Lincoln Life. The Premium Payment, net of the premium load,
                    is called the "Net Premium Payment."

RIGHT-TO-EXAMINE PERIOD

                    If the Owner mails or delivers 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) and
                    notice of surrender rights to the Owner, ("Right-to-Examine
                    Period") Lincoln Life will refund to the Owner all Premium
                    Payments.

                    Any Premium Payments received by Lincoln Life 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. An Owner may change the allocation of Net
                    Premium Payments among the Fixed and Variable Sub-Accounts
                    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. Lincoln Life,
                    at its sole discretion, may waive minimum balance
                    requirements on the Sub-Accounts.

                    TRANSFERS

                    The Owner may make transfers among the Sub-Accounts, on the
                    terms set forth below, at any time before the Insured
                    reaches Age 100. The Owner should carefully consider current
                    market conditions and each Sub-Account's investment policies
                    and related risks before allocating money to the
                    Sub-Accounts.

                    Transfer of amounts from one Sub-Account to another or from
                    the Sub-Accounts to the Fixed Account are possible at any
                    time. Within 30 days after each anniversary of the Date of
                    Issue, the Owner may transfer up to 20% of the Fixed Account
                    Value (as of the preceding anniversary of the Date of Issue)
                    to one or more Sub-Accounts. The

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                    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 a Sub-Account after a
                    transfer must be at least $100. Lincoln Life reserves the
                    right to impose a minimum transfer amount and a charge for
                    each transfer request in excess of 12 requests in any Policy
                    Year. Lincoln Life may further limit transfers from the
                    Fixed Account at any time.

                    Transfers must be made in proper written form, unless the
                    Owner has given written authorization to Lincoln Life to
                    accept telephone transactions. Authorization to engage in
                    telephone transactions and permitted telephone transactions
                    must be made in accordance with the procedures 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

                    The Owner may elect to participate in programs providing for
                    Dollar Cost Averaging or Automatic Rebalancing, currently
                    without charge, but may participate in only one program at
                    any time.

                    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, an Owner may reduce
                    exposure to market volatility. Dollar Cost Averaging will
                    not assure a profit or protect against a declining market.

                    If the Owner elects 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 a request from the Owner 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. Lincoln Life may, in its sole
                    discretion, waive Dollar Cost Averaging minimum deposit and
                    transfer requirements.

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                    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.

                    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 changed by the
                    Owner. If Automatic Rebalancing is elected, all Net Premium
                    Payments allocated to the Sub-Accounts will be subject to
                    Automatic Rebalancing.

                    The Owner 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 upon receipt by the
                    Administrative Office of a 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

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                    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.

                    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 (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 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 Lincoln Life's general account through
                    payment of premiums or through transfers from the Separate
                    Account. Lincoln Life guarantees the Fixed Account Value.

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                    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.

FUNDS

                    Each of the Sub-Accounts of the Separate Account is invested
                    solely in the shares of one of the Funds available under the
                    Policies. Each of the Funds, in turn, is an investment
                    portfolio of one of the trusts or corporations listed below.
                    A given Fund may have a similar investment objective and
                    principal investment strategy to those for another mutual
                    fund managed by the same investment advisor or subadvisor.
                    However, because of timing of investments and other
                    variables we cannot guarantee that there will be any
                    correlation between the two investments. Even though the
                    management strategy and the objectives of the funds are
                    similar, the investment results may vary.

                    The portfolios, their investment advisers and distributors,
                    and the Funds within each that are available under the
                    Policies are:

                    AIM VARIABLE INSURANCE FUNDS, 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


                    AMERICAN FUNDS INSURANCE SERIES (ALSO KNOWN AS AMERICAN
                    VARIABLE INSURANCE SERIES), managed by Capital Research and
                    Management Company and distributed by American Funds
                    Distributors, Inc., 333 South Hope Street, Los Angeles, CA
                    90071


                        AFIS Global Small Capitalization Fund -- Class 2
                        AFIS Growth Fund -- Class 2
                        AFIS Growth-Income Fund -- Class 2

                    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

                    DELAWARE GROUP PREMIUM FUND, managed by Delaware Management
                    Company, One Commerce Square, Philadelphia, PA 19103 and for
                    International and Emerging Markets, Delaware International
                    Advisers, Ltd., 80 Cheapside, London, England ECV2 6EE, and
                    distributed by Delaware Distributors, L.P., 1818 Market
                    Street, Philadelphia, PA 19103

                        Devon Series -- Standard Class
                        Emerging Markets Series -- Standard Class
                        High Yield Series -- Standard Class (formerly Delchester
                    Series)
                        REIT Series -- Standard Class
                        Small Cap Value Series -- Standard Class
                        Trend Series -- Standard Class

                                                                              15
<PAGE>
                    DEUTSCHE ASSET MANAGEMENT VIT FUNDS TRUST (FORMERLY BT
                    INSURANCE FUNDS TRUST), managed by Bankers Trust Company,
                    130 Liberty Street (One Bankers Trust Plaza), New York, NY
                    10006 and distributed by Provident Distributors, Inc., Four
                    Falls Corporate Center, West Conshohocken PA 19428

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


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


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

                    FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST,
                    managed by Templeton Investment Counsel, Inc. Broward
                    Financial Centre, STE 2100 Fort Lauderdale FL 33394 and its
                    Templeton and Franklin affiliates and distributed by
                    Franklin Templeton Distributors, Inc. 777 Mariners Island
                    Blvd. San Mateo CA 94403-7777


                        Templeton Growth Securities Fund -- Class 2 (formerly
                        Templeton Stock Fund)


                        Templeton International Securities Fund -- Class 2
                        (formerly Templeton International Fund)


                    JANUS ASPEN SERIES, managed by Janus Capital and distributed
                    by Janus Distributors, Inc., 100 Fillmore Street, Denver, CO
                    80206-4928.

                        Janus Aspen Series Balanced Portfolio -- Institutional
                    Shares
                        Janus Aspen Series Global Technology Portfolio --
                    Service Shares
                        Janus Aspen Series Worldwide Growth Portfolio --
                    Institutional Shares

                    LINCOLN NATIONAL FUNDS, managed by Lincoln Investment
                    Management, Inc., 200 East Berry Street, Fort Wayne IN
                    46802, and distributed by Lincoln Financial
                    Advisors, Corp., 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.)

                    Lincoln Investment Management, Inc. (Lincoln Investment) has
                    informed the funds to which it provides advisory services
                    that it intends to merge into a newly created series of its
                    affiliate, Delaware Management Business Trust, during the
                    second or third quarter of 2000. Lincoln Investment does not
                    expect the merger to result in any change in the level of
                    advisory services that it currently provides to these funds,
                    although there may be some changes in, and additions to,
                    personnel. See the prospectuses for these funds for more
                    information.

16
<PAGE>
                    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 Neuberger Berman Management Inc., 605 Third
                    Avenue, 2nd Floor, New York, NY 10158-0006

                        NB AMT Mid-Cap Growth Portfolio
                        NB AMT Partners Portfolio

                    The investment advisory fees charged the Funds by their
                    advisers are shown listed under "Fund Expenses" in 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: Seeks growth of capital primarily by
                    investing in seasoned and better capitalized companies
                    considered to have strong earnings momentum. Focus is on
                    companies that have experienced above-average growth in
                    earnings and have excellent prospects for future growth.


                    AIM V.I. INTERNATIONAL EQUITY FUND: 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.


                    AIM V.I. VALUE FUND: 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 assets owned by the
                    companies issuing the securities or relative to the equity
                    markets generally. Income is a secondary objective.

                    AFIS GLOBAL SMALL CAPITALIZATION FUND -- CLASS 2: Seeks to
                    make your investment grow over time by investing primarily
                    in stocks of smaller companies located around the world that
                    typically have market capitalization of $50 million to $1.5
                    billion. The fund is designed for investors seeking capital
                    appreciation through stocks. Investors in the fund should
                    have a long-term perspective and be able to tolerate
                    potentially wide price fluctuations.

                    AFIS GROWTH FUND -- CLASS 2: Seeks to make you investment
                    grow over time by investing primarily in common stocks of
                    companies that appear to offer superior opportunities for
                    growth of capital. The fund is designed for investors
                    seeking capital appreciation through stocks. Investors in
                    the fund should have a long-term perspective and be able to
                    tolerate potentially wide price fluctuations.

                    AFIS GROWTH-INCOME FUND -- CLASS 2: Seeks to make your
                    investment grow and provide you with income over time by
                    investing primarily in common stocks or other securities
                    which demonstrate the potential for appreciation and/or
                    dividends. The fund is designed for investors seeking both
                    capital appreciation and income.

                                                                              17
<PAGE>
                    BARON CAPITAL ASSET FUND -- INSURANCE SHARES: Seeks to
                    purchase stocks judged by the advisor to have the potential
                    of increasing their value at least 50% over two subsequent
                    years, although that goal may not be achieved.

                    DELAWARE GROUP DEVON SERIES -- STANDARD CLASS: Seeks growth
                    and income by investing primarily in income-producing stocks
                    that the manager believes have the potential for
                    above-average dividend increases over time. This fund blends
                    traditional growth and value investment styles.

                    DELAWARE GROUP EMERGING MARKETS SERIES -- STANDARD CLASS:
                    Seeks long-term growth by investing primarily in stocks of
                    companies located or operating in emerging or developing
                    countries.

                    DELAWARE GROUP HIGH YIELD SERIES -- STANDARD CLASS (FORMERLY
                    DELCHESTER SERIES): Seeks total return and as a secondary
                    objective, high current income. The Series invests in rated
                    and unrated corporate bonds, (including high-risk, high
                    yield bonds commonly known as junk bonds), foreign 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 REIT SERIES -- STANDARD CLASS: Seeks to
                    achieve maximum long-term total return by investing
                    primarily in the securities of real estate investment trusts
                    and real estate operating companies.

                    DELAWARE GROUP SMALL CAP VALUE SERIES -- STANDARD CLASS:
                    Seeks growth by investing primarily in stocks of small cap
                    companies whose market values appear low relative to
                    underlying value or future earnings and growth potential.


                    DELAWARE GROUP TREND SERIES -- STANDARD CLASS: Seeks
                    long-term growth by investing primarily in stocks of small
                    companies and convertible securities of emerging and other
                    growth-oriented companies.


                    DEUTSCHE VIT EAFE-REGISTERED TRADEMARK- FUND: 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 of the United
                    States.

                    DEUTSCHE VIT EQUITY 500 FUND: Seeks to replicate as closely
                    as possible the performance of the Standard & Poor's 500
                    Composite Price Index, before the deduction of the Fund
                    expenses.

                    DEUTSCHE VIT SMALL CAP INDEX FUND: 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.

                    FIDELITY VIP GROWTH PORTFOLIO -- SERVICE CLASS: Seeks
                    long-term capital appreciation. The portfolio normally
                    purchases common stocks.

                    FIDELITY VIP HIGH INCOME PORTFOLIO -- SERVICE CLASS: Seeks
                    high current income by investing at least 65% of total
                    assets in income-producing debt securities, with an emphasis
                    on lower quality securities.

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

18
<PAGE>
                    FIDELITY VIP III GROWTH OPPORTUNITIES PORTFOLIO -- SERVICE
                    CLASS: Seeks capital growth by investing primarily in common
                    stocks.

                    JANUS ASPEN SERIES BALANCED PORTFOLIO -- INSTITUTIONAL
                    SHARES: 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 GLOBAL TECHNOLOGY PORTFOLIO -- SERVICE
                    SHARES: Seeks long-term growth of capital. The Portfolio
                    invests primarily in equity securities of U.S. and foreign
                    companies, selected for their growth potential. Normally, it
                    invests at least 65% of its total assets in securities or
                    companies that the portfolio manager believes will benefit
                    significantly from advancements or improvements in
                    technology.


                    JANUS ASPEN SERIES WORLDWIDE GROWTH PORTFOLIO --
                    INSTITUTIONAL SHARES: Seeks long-term growth of capital in a
                    manner consistent with the preservation of capital by
                    investing primarily in common stocks of companies of any
                    size throughout the world. The Portfolio normally invests in
                    insurers from at least 5 different countries, including the
                    U.S. The Portfolio may at times invest in fewer than five
                    countries or even a single country.

                    LINCOLN NATIONAL BOND FUND: 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: Seeks long-term
                    growth of capital in a manner consistent with preservation
                    of capital. The fund primarily buys stocks in a large number
                    of companies of all sizes if the companies are competing
                    well and if their products and services are in high demand.
                    It may also buy some money market securities and bonds,
                    including junk bonds.



                    LINCOLN NATIONAL EQUITY-INCOME FUND: Seeks reasonable income
                    by investing primarily in income-producing equity
                    securities. The fund invests mostly in high-income stocks
                    with some high-yielding bonds (including junk bonds).


                    LINCOLN NATIONAL GLOBAL ASSET ALLOCATION FUND: 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: 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: 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: Seeks to provide long-term
                    growth of capital.

                    MFS TOTAL RETURN SERIES: 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.

                    MFS UTILITIES SERIES: Seeks capital growth and current
                    income (income above that available from a portfolio
                    invested entirely in equity securities).

                                                                              19
<PAGE>

                    NB AMT MID-CAP GROWTH PORTFOLIO: Seeks capital appreciation
                    by investing primarily in common stocks of
                    medium-capitalization companies, using a growth-oriented
                    investment approach.



                    NB AMT PARTNERS PORTFOLIO: Seeks capital growth by investing
                    mainly in common stock of mid- to large capitalization
                    established companies using the value-oriented investment
                    approach. Neuberger Berman Management Inc. serves as the
                    Fund's investment adviser. Neuberger Berman, LLC serves as
                    the Fund's investment sub-adviser.



                    TEMPLETON GROWTH SECURITIES FUND -- CLASS 2 (FORMERLY
                    TEMPLETON STOCK FUND): Seeks long-term capital growth.
                    Invests primarily in stocks of companies in various nations
                    throughout the world including the U.S. and emerging
                    markets. Templeton Global Advisors Limited serves as the
                    Fund's investment advisor.



                    TEMPLETON INTERNATIONAL SECURITIES FUND -- CLASS 2 (FORMERLY
                    TEMPLETON INTERNATIONAL FUND): Seeks long-term capital
                    growth. It invests primarily in stocks of companies outside
                    the United States, including emerging markets. Templeton
                    Investment Counsel, Inc. serves as Fund's investment
                    advisor.


                    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. Owners should 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 the terms and
                    conditions imposed by Lincoln Life (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 the judgment of
                    Lincoln Life, 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, Lincoln Life may substitute shares of
                    another Fund. There will be no substitution of securities in
                    any Sub-Account without prior approval of the Commission.
                    Substitute funds may have higher charges than the funds
                    being replaced.

                    VOTING RIGHTS

                    Lincoln Life 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.

                    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.

20
<PAGE>
                    To determine how many votes each policy owner is entitled to
                    direct with respect to a Fund, first we will calculate the
                    dollar amount of your account value attributable to that
                    Fund. Second, we will divide that amount by $100.00. The
                    result is the number of votes you may direct.

                    FUND PARTICIPATION AGREEMENTS

                    Lincoln Life has entered into agreements with the various
                    trusts or corporations 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

                    Lincoln Life deducts charges in connection with the Policy
                    to compensate it for providing the insurance benefit set
                    forth in the Policy, administering the Policy, assuming
                    certain risks in connection with the Policy and for
                    incurring expenses associated with the distribution of the
                    Policy.

                    The nature and amount of these charges are as follows:

                    DEDUCTIONS FROM PREMIUM PAYMENTS

                    We deduct a premium charge of 5% from each Premium Payment.

                    DEDUCTIONS MADE MONTHLY

                    We make various expense deductions monthly. The Monthly
                    Deductions, including 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 and the Policy has not been
                    surrendered, no further Monthly Deductions will be made and
                    the Separate Account Value will be transferred to the Fixed
                    Account. The Policy will then remain in force until
                    surrender or the Insured's Death.

                    MONTHLY DEDUCTION

                    There is a flat dollar Monthly Deduction of $15 until the
                    first Policy Anniversary and, currently, $5 thereafter
                    (guaranteed not to exceed $10 after the first Policy Year).

                                                                              21
<PAGE>
                    These charges compensate Lincoln Life 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 Lincoln Life 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, although 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 Lincoln Life. The Guaranteed Maximum Cost of
                    Insurance Rates are in Appendix 1.

                    MORTALITY AND EXPENSE RISK CHARGE

                    Lincoln Life deducts a daily charge as a percentage of the
                    assets of the Separate Account as a mortality and expense
                    risk charge. The mortality risk assumed is that insureds may
                    live for a shorter period than 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 0.75% in Policy Years 1-10, 0.35% in Policy
                    Years 11-20 and 0.20% in Policy Years 21 and beyond.

                    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 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.

22
<PAGE>
                            PORTFOLIO EXPENSE TABLE


<TABLE>
<CAPTION>
                                                                                               TOTAL
                                                                                               ANNUAL                  TOTAL FUND
                                                                                                FUND                   OPERATING
                                                                                             OPERATING                  EXPENSES
                                                                                              EXPENSES      TOTAL         WITH
                                                                                              WITHOUT      WAIVERS      WAIVERS
                                                         MANAGEMENT     12(B)1     OTHER     WAIVERS OR      AND          AND
                                       FUND                FEES(1)       FEE      EXPENSES   REDUCTIONS   REDUCTIONS   REDUCTIONS
                            ---------------------------  -----------   --------   --------   ----------   ----------   ----------
                            <S>                          <C>           <C>        <C>        <C>          <C>          <C>
                            AIM V.I. Growth Fund.......     0.63%         N/A%      0.10%       0.73%         N/A         0.73%
                            AIM V.I. International
                              Equity Fund..............     0.75%         N/A       0.22%       0.97%         N/A         0.97%
                            AIM V.I. Value Fund........     0.61%         N/A       0.15%       0.76%         N/A         0.76%
                            AFIS Global Small
                              Capitalization Fund-
                              Class 2..................     0.78%        0.25%      0.03%       1.06%         N/A         1.06%
                            AFIS Growth Fund
                              Class 2..................     0.38%        0.25%      0.01%       0.64%         N/A         0.64%
                            AFIS Growth Income Fund
                              Class 2..................     0.34%        0.25%      0.01%       0.60%         N/A         0.60%
                            Baron Capital Asset
                              Fund-Insurance
                              Shares(2)................     1.00%        0.25%      0.63%       1.88%       (0.38)%       1.50%
                            Delaware Devon Series
                              Standard Class (3a)......     0.65%         N/A       0.10%       0.75%         N/A         0.75%
                            Delaware Emerging Markets
                              Series-Standard
                              Class (3b)...............     1.25%         N/A       0.28%       1.53%       (0.06)%       1.47%
                            Delaware High Yield Series
                              (formerly Delchester)
                              Standard Class (3c)......     0.65%         N/A       0.07%       0.72%         N/A         0.72%
                            Delaware REIT Series
                              Standard Class (3d)......     0.75%         N/A       0.21%       0.96%       (0.11)%       0.85%
                            Delaware Small Cap Value
                              Series Standard
                              Class (3e)...............     0.75%         N/A       0.10%       0.85%         N/A         0.85%
                            Delaware Trend Series
                              Standard Class (3f)......     0.75%         N/A       0.07%       0.82%         N/A         0.82%
                            Deutsche VIT EAFE Index
                              Fund(4)..................     0.45%         N/A       0.70%       1.15%       (0.50)%       0.65%
                            Deutsche VIT Equity 500
                              Index Fund(4)............     0.20%         N/A       0.23%       0.43%       (0.13)%       0.30%
                            Deutsche VIT Small Cap
                              Index Fund(4)............     0.35%         N/A       0.83%       1.18%       (0.73)%       0.45%
                            Fidelity VIP Growth
                              Portfolio Service
                              Class (5)................     0.58%        0.10%      0.09%       0.77%         N/A         0.77%
                            Fidelity VIP High Income
                              Portfolio Service
                              Class (5)................     0.58%        0.10%      0.11%       0.79%         N/A         0.79%
                            Fidelity VIP II ContraFund
                              Portfolio-Service
                              Class (5)................     0.58%        0.10%      0.10%       0.78%         N/A         0.78%
                            Fidelity VIP III Growth
                              Opportunities Portfolio
                              Service Class (5)........     0.58%        0.10%      0.11%       0.79%         N/A         0.79%
                            Janus Aspen Series Balanced
                              Portfolio (Institutional
                              Shares)(6)...............     0.65%         N/A       0.02%       0.67%         N/A         0.67%
                            Janus Aspen Series Global
                              Technology Portfolio
                              (Service Shares)(6)......     0.65%        0.25%      0.13%       1.03%         N/A         1.03%
                            Janus Aspen Series
                              Worldwide Growth
                              Portfolio(6).............     0.65%         N/A       0.05%       0.70%         N/A         0.70%
                            LN Bond Fund...............     0.45%         N/A       0.08%       0.53%         N/A         0.53%
                            LN Capital Appreciation
                              Fund.....................     0.72%         N/A       0.06%       0.78%         N/A         0.78%
                            LN Equity-Income Fund......     0.72%         N/A       0.07%       0.79%         N/A         0.79%
                            LN Global Asset Allocation
                              Fund.....................     0.72%         N/A       0.19%       0.91%         N/A         0.91%
                            LN Money Market Fund.......     0.48%         N/A       0.11%       0.59%         N/A         0.59%
                            LN Social Awareness Fund...     0.33%         N/A       0.05%       0.38%         N/A         0.38%
                            MFS Emerging Growth
                              Fund(7)..................     0.75%         N/A        .09%(1)    0.84%         N/A         0.84%
                            MFS Total Return
                              Series(7)................     0.75%         N/A       0.15%(1)    0.90%         N/A         0.90%
                            MFS Utilities
                              Series (7)...............     0.75%         N/A       0.16%(1)    0.91%         N/A         0.91%
                            Neuberger Berman AMT
                              Mid-Cap Growth
                              Portfolio(8).............     0.85%         N/A       0.23%       1.08%       (0.08)%       1.00%
                            Neuberger Berman AMT
                              Partners Portfolio(8)....     0.80%         N/A       0.07%       0.87%         N/A         0.87%
                            Templeton Growth Securities
                              Fund Class 2(9a,b,c).....     0.83%        0.25%      0.05%       1.13%         N/A         1.13%
                            Templeton International
                              Securities Fund
                              Class 2(9b,d)............     0.69%        0.25%      0.19%       1.13%         N/A         1.13%
</TABLE>


                     ---------------------------------------------------
                     (1)   Certain of the fund advisers reimburse the company
                           for administrative costs incurred in connection with
                           administering the funds as variable funding options
                           under the contract. These reimbursements are
                           generally paid out of the management fees and are not
                           charged to investors. Some advisors pay higher fees
                           than others.

                     (2)   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%

                                                                              23
<PAGE>
                           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 January 1, 1999 through December 31,
                           1999 would have been 1.88%.

                     (3)(a) The investment advisor for the Devon Series is
                            Delaware Management Company ("DMC"). Effective
                            May 1, 2000 through October 31, 2000, DMC has
                            voluntarily agreed to waive its management fee and
                            reimburse each Series for expenses to the extent
                            that total expenses will not exceed 0.80%. Under its
                            Management Agreement, the Series pays a management
                            fee based on average daily net assets 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.

                       (b) The investment advisor for the Emerging Markets
                           Series is Delaware International Advisers Ltd.
                           ("DIAL"). Effective May 1, 2000 through October 31,
                           2000, DIAL has voluntarily agreed to waive its
                           management fee and reimburse the Series for expenses
                           to the extent that total expenses will not exceed
                           1.50%. Without such an arrangement, the total annual
                           operating expenses for the Series would have been
                           1.53%. Under its Management Agreement, the
                           Series pays a management fee based on average daily
                           net assets 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.

                       (c) The investment advisor for the High Yield Series is
                           Delaware Management Company ("DMC"). Effective
                           May 1, 2000 through October 31, 2000, DMC has
                           voluntarily agreed to waive its management fee and
                           reimburse the Series for expenses to the extent that
                           total expenses will not exceed 0.80%. Under its
                           Management Agreement, the Series pays a management
                           fee based on average daily net assets 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.

                       (d) The investment advisor for the REIT Series is
                           Delaware Management Company ("DMC"). Effective
                           May 1, 2000 through October 31, 2000, DMC has
                           voluntarily agreed to waive its management fee and
                           reimburse the Series for expenses to the extent that
                           total expenses will not exceed 0.85%. Without such an
                           arrangement, the total annual operating expenses for
                           the Series would have been 0.96%. Under its
                           Management Agreement, the Series pays a management
                           fee based on average daily net assets 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.

                       (e) The investment advisor for the Small Cap Value
                           Series is Delaware Management Company ("DMC").
                           Effective May 1, 2000 through October 31, 2000, DMC
                           has voluntarily agreed to waive its management fee
                           and reimburse the Series for expenses to the extent
                           that total expenses will not exceed 0.85%. Under its
                           Management Agreement, the Series pays a management
                           fee based on average daily net assets 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.

                       (f) The investment advisor for the Trend Series is
                           Delaware Management Company ("DMC"). Effective
                           May 1, 2000 through October 31, 2000, DMC has
                           voluntarily agreed to waive its management fee and
                           reimburse the Series for expenses to the extent that
                           total expenses will not exceed 0.85%. Under its
                           Management Agreement, the Series pays a management
                           fee based on average daily net assets 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.

                     (4)   Under the Advisory Agreement with Bankers Trust
                           Company (the "Advisor"), the fund will pay an
                           advisory fee at an annual percentage rate of 0.20% of
                           the average daily net assets of the Equity 500 Index
                           Fund. These fees are accrued daily and paid monthly.
                           The Advisor has voluntarily undertaken to waive its
                           fee and to reimburse the fund for certain expenses so
                           that the fund's total operating expenses will not
                           exceed 0.30% of average daily net assets. Under the
                           Advisory Agreement with the "Advisor", the Small Cap
                           Index Fund will pay an advisory fee at an annual
                           percentage rate of 0.35% of the average daily net
                           assets of the fund. These fees are accrued daily and
                           paid monthly. The Advisor has voluntarily undertaken
                           to waive its fee and to reimburse the fund for
                           certain expenses so that the fund's total operating
                           expenses will not exceed 0.45% of average daily net
                           assets. Under the Advisory Agreement the "Advisor",
                           the EAFE Equity Index Fund will pay an advisory fee
                           at an annual percentage rate of 0.45% of the average
                           daily net assets of the fund. These fees are accrued
                           daily and paid monthly. The Advisor has voluntarily
                           undertaken to waive its fee and to reimburse the fund
                           for certain expenses so that the fund's total
                           operating expenses will not exceed 0.65% of average
                           daily net assets. Without the reimbursement to the
                           Funds for the year ended 12/31/99 total expenses
                           would have been 0.43% for the Equity 500 Index Fund,
                           1.18% for the Small Cap Index Fund and 1.15% for the
                           EAFE Equity Index Fund.

                     (5)   A portion of the brokerage commissions that certain
                           funds pay was used to reduce fund expenses. In
                           addition, through arrangements with certain funds',
                           or FMR on behalf of certain funds' custodian,

24
<PAGE>
                           credits realized as a result of uninvested cash
                           balances were used to reduce a portion of each
                           applicable fund's expenses. The total operating
                           expenses, after reimbursement would have been: Growth
                           0.75% (service); Contrafund 0.75% (service); Growth
                           Opportunities 0.78% (service).


                     (6)   Expenses (except for Global Technology Portfolio) are
                           based upon expenses for the fiscal year ended
                           December 31, 1999, restated to reflect a reduction in
                           the management fee for Worldwide Growth, and Balanced
                           Portfolios. Expenses for Global Technology Portfolio
                           are based on the estimated expenses that the
                           Portfolio expects to incur in its initial fiscal
                           year. All expenses are shown without the effect of
                           expense offset arrangements.


                     (7)   Each series has an expense offset arrangement which
                           reduces the series' custodian fee based on the amount
                           of cash maintained by the series with its custodian
                           and dividend disbursing agent. Each series may enter
                           into other such arrangement and directed brokerage
                           arrangements, which would also have the effect of
                           reducing the series' expenses. "Other Expenses" do
                           not take into account these expense reductions, and
                           are therefore higher than the actual expenses of the
                           series. Had the fee reductions been taken ton
                           account, "Net Expenses" would be lower for certain
                           series and would equal:
                           0.83% for Emerging Growth Series
                              0.89% for Total Return Series
                              0.90% for Utilities Series

                     (8)   Expenses reflect expense reimbursement. Neuberger
                           Berman Management Inc. ("NBMI") has undertaken
                           through May 1, 2001 to reimburse certain operating
                           expenses, including the compensation of NBMI and
                           excluding taxes, interest, extraordinary expenses,
                           brokerage commissions and transaction costs, that
                           exceed in the aggregate, 1.0% of the AMT Mid-Cap
                           Growth Portfolio's average daily net asset value.
                           Absent such reimbursement, Total Annual Expenses for
                           the portfolio for the year ended December 31, 1999
                           would have been 1.08%.

                     (9)(a) The fund administration fee is paid indirectly
                            through the management fee.

                       (b) The fund's class 2 distribution plan or "rule 12b-1
                           plan" is described in the fund's prospectus. While
                           the maximum amount payable under the fund's class 2
                           rule 12b-1 plan is 0.35% per year of the fund's
                           average daily net assets, the Board of Trustees of
                           Franklin Templeton Variable Insurance Products Trust
                           has set the current rate at 0.25% per year.


                       (c) On 2/8/00, a merger and reorganization was approved
                           that combined the fund with a similar fund of the
                           Templeton Variable Products Series Fund, effective
                           5/1/00. The table shows total expenses based on the
                           fund's assets as of 12/31/99, and not the assets of
                           the combined fund. However, if the table reflected
                           combined assets, the fund's expenses after 5/01/00
                           would be estimated as: Management Fees 0.80%,
                           Distribution and Service Fees 0.25%, Other Expenses
                           0.05%, and Total Fund Operating Expenses 1.10%.



                       (d) On 2/8/00, shareholders approved a merger and
                           reorganization that combined the fund with the
                           Templeton International Equity Fund, effective
                           5/01/00. The shareholders of that fund had approved
                           new management fees, which apply to the combined fund
                           effective 5/1/00. The table shows restated total
                           expenses based on the new fees and the assets of the
                           fund as of 12/31/99, and not the assets of the
                           combined fund. However, if the table reflected both
                           the new fees and the combined assets, the fund's
                           expenses after 5/1/00 would be estimated as:
                           Management Fees 0.65%, Distribution and Service Fees
                           0.25%, Other Expenses 0.20%, and Total Fund Operating
                           Expenses 1.10%.


                                                                              25
<PAGE>
                    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
                    length of the Surrender Charge period varies based on the
                    Age of the Insured on the date of issue or date of increase
                    in Specified Amount as follows:

<TABLE>
<CAPTION>
                               AGE        SURRENDER CHARGE PERIOD
                            ----------    -----------------------
                            <S>           <C>
                               0-50               15 years
                                51                14 years
                                52                13 years
                                53                12 years
                                54                11 years
                               55+                10 years
</TABLE>

                    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 2.

                    The surrender charge under a Policy is proportional to the
                    face amount of the Policy. Expressed 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 2 for issue ages 45 and 55.

                    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 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. Lincoln Life 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 ISSUES

                    Based on its actuarial determination, Lincoln Life does 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 which
                    Lincoln Life 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 the general account of Lincoln Life, which
                    supports insurance and annuity obligations.

                    REDUCTION OF CHARGES -- PURCHASES ON A CASE BASIS

                    This Policy is available for purchases by corporations and
                    other groups or sponsoring organizations on a Case basis.
                    Lincoln Life reserves the right to reduce premium loads

26
<PAGE>
                    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 Lincoln Life believes to be relevant to
                    the expected reduction of its expenses. Some of these
                    reductions may be guaranteed and others may be subject to
                    withdrawal or modification by Lincoln Life on a uniform Case
                    basis. Reductions in these charges will not be unfairly
                    discriminatory against any person, including the affected
                    Policy Owners funded by Lincoln Life Flexible Premium
                    Variable Life Account M.

                    TRANSACTION FEE FOR EXCESS TRANSFERS

                    Lincoln Life reserves 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.

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 (in each case) any
                    indebtedness 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 3 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 unless the Minimum Death Benefit exceeds the
                    Specified Amount. (See DEATH BENEFITS, Federal Income Tax
                    Definition of Life Insurance).

                                                                              27
<PAGE>
                    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. 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 Option 1. Owners who prefer to have
                    favorable investment experience reflected in increased
                    insurance coverage should select 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 Lincoln Life.

                    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.

                    Lincoln Life may at its discretion decline any request for a
                    change between Death Benefit Options or increase in the
                    Specified Amount. Lincoln Life may at its discretion 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

28
<PAGE>
                    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 3.

NOTICE OF DEATH OF INSURED

                    Due Proof of Death must be furnished to Lincoln Life at the
                    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 Lincoln
                    Life.

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.

                    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.

                    The Owner may elect or change a Settlement Option while the
                    insured is alive. If the Owner has 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, Lincoln
                    Life will pay any amount due the assignee in one lump sum.
                    Any remaining Death Benefit Proceeds will be paid as
                    elected.

                    A request to elect, change, or revoke a Settlement Option
                    must be received in proper written form by the
                    Administrative Office 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. Payments after the
                    first payment will be made 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.

                       Under the third Settlement Option, Lincoln Life makes
                       monthly payments for a stated number of years, at least
                       five but no more than thirty.

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

                                                                              29
<PAGE>
                    Any other Settlement Option offered by Lincoln Life at the
                    time of election may also be selected.

POLICY LIQUIDITY

                    The accumulated value of the Policy is available for loans
                    or withdrawals. Subject to certain limitations, the Owner
                    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

                    The Owner may at any time borrow in the aggregate up to 100%
                    of the Surrender Value at the time a Policy Loan is made.
                    Lincoln Life 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. The Owner
                    must execute a loan agreement and assign the Policy to
                    Lincoln Life 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.

                    The amount of a loan, plus any accrued but unpaid interest,
                    is added to the outstanding Policy Loan balance. Unless paid
                    in advance, 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.

                    Lincoln Life credits interest to the Loan Account Value of
                    7% in Policy Years 1-10 and 8% thereafter, so the net cost
                    of a Policy Loan is 1% in years 1-10 and 0% thereafter.

                    If the Net Accumulation Value is distributed among more than
                    one of the Sub-Accounts, transfers from each for loans and
                    loan interest will be made in proportion to the assets in
                    each Sub-Account at that time, unless Lincoln Life is
                    instructed otherwise in proper written form at the
                    Administrative Office. 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, whether or not repaid, affects the proceeds
                    payable upon the Death and the Accumulation Value. The
                    longer a Policy Loan is outstanding, the greater the effect
                    is likely to be. While 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.

30
<PAGE>
                    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 telephone
                    transactions have been authorized by the Owner. 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, the partial surrender will
                    not be permitted by Lincoln Life. 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.

                    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 Lincoln Life is instructed
                    otherwise in proper written form at the Administrative
                    Office. Lincoln Life may at its discretion decline any
                    request for a partial surrender.

                    SURRENDER OF THE POLICY

                    You may surrender the Policy at any time. On surrender of
                    the Policy, Lincoln Life will pay you, or your assignee, the
                    Surrender Value next computed after receipt of the request
                    in proper written form at the Administrative Office. If the
                    owner makes a full surrender all coverage under the policy
                    will automatically terminate and may not be reinstated.

                    SURRENDER VALUE

                    The "Surrender Value" of a Policy is the amount the Owner
                    can receive in a lump sum by surrendering the Policy. The
                    Surrender Value is the Net Accumulation Value 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 generally be made within seven days.
                    Payment or transfer from the Fixed Account may be deferred
                    up to six months at Lincoln Life's option. If Lincoln Life
                    exercises its right to

                                                                              31
<PAGE>
                    defer any payment from the Fixed Account, 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. The assignment must be in proper written form,
                    signed by you and recorded at the Administrative Office. No
                    assignment will affect, or prejudice Lincoln Life as to, any
                    payment made or action taken by Lincoln Life before it was
                    recorded. Lincoln Life is not responsible for any assignment
                    not submitted for recording, nor is Lincoln Life responsible
                    for the sufficiency or validity of any assignment. Any
                    assignment is subject to any indebtedness owed to Lincoln
                    Life at the time the assignment is recorded and any interest
                    accrued on such indebtedness after recordation of any
                    assignment.

                    Once recorded, the assignment remains effective until
                    released by the assignee in proper written form. So long as
                    an effective assignment remains outstanding, the Owner will
                    not be permitted to take any action with respect to the
                    Policy without the consent of the assignee in proper written
                    form.

                    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 Lincoln Life as to, any payment made or action
                    taken by Lincoln Life before it was recorded. Lincoln Life
                    may require that the Policy be submitted to it for
                    endorsement before making a change.

LAPSE AND REINSTATEMENT

                    LAPSE OF A POLICY

                    If at any time the Net Accumulation Value is insufficient to
                    pay the Monthly Deduction, unless the No Lapse Provision is
                    in effect, the Policy is subject to lapse and automatic
                    termination of all coverage under the Policy. 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 Lincoln Life has 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, Lincoln Life
                    will send a written notice to the Owner 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
                    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 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

                    Availability of the No Lapse Provision may vary in some
                    states.

32
<PAGE>
                    The No Lapse Premium is the cumulative premium required to
                    have been paid by each Monthly Anniversary Day to prevent
                    the Policy from lapsing. If this Policy has a No Lapse
                    Premium shown on the specifications, this policy will not
                    lapse 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 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, assuming the No Lapse provision is not in effect, 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 to Lincoln Life and it agrees to accept the risk,
                    (d) Lincoln Life receives 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 Lincoln Life approves the application for
                    reinstatement. Surrender Charges will be reinstated as of
                    the Policy Year in which the Policy lapsed.

                    If the Policy is reinstated, such reinstatement is effective
                    on the Monthly Anniversary Day following Lincoln Life
                    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.

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 Lincoln Life,
                    received at the Administrative Office.

                    TELEPHONE TRANSACTION PRIVILEGES

                    Telephone transactions are permitted only if authorized in
                    proper written form by the applicant or Owner. To effect a
                    permitted telephone transaction, the Owner or his or her
                    authorized representative must call the Administrative
                    Office and provide, as identification, his or her policy
                    number, a requested portion of his or her Social Security
                    number, and such other information as Lincoln Life may
                    require to authenticate the authority of the caller. If
                    permitted and adequately authenticated, a customer service
                    representative will accept the telephone transaction
                    request. Lincoln Life disclaims all liability for losses
                    resulting from unauthorized or fraudulent telephone
                    transactions, but acknowledges that if it does not follow
                    these procedures, which it believes to be reasonable, it may
                    be liable for such losses.

                                                                              33
<PAGE>
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 80.

                    DATE OF COVERAGE

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

                    INCONTESTABILITY

                    Lincoln Life 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. For any increase in
                    Specified Amount requiring evidence of insurability, Lincoln
                    Life will not contest payment of the Death Benefit Proceeds
                    based on such an increase after it has been in force for two
                    years from its 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.

                    SUICIDE

                    If the Insured dies by suicide, while sane or insane, within
                    two years from the Date of Issue, Lincoln Life will pay no
                    more than the sum of the premiums paid, less any
                    indebtedness and the amount of any partial surrenders. If
                    the Insured dies by suicide, while sane or insane, within
                    two years from the date an application is accepted for an
                    increase in the Specified Amount, Lincoln Life will pay no
                    more than a refund of the monthly charges for the cost of
                    such additional benefit.

                    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, Lincoln Life will maintain the
                    Death Benefit by paying covered monthly deductions during
                    periods of disability. Charges for this rider, if elected,
                    are part of the Monthly Deductions. Rider availability may
                    vary by state. There may be a separate charge for any other
                    riders that become part of the Policy.

34
<PAGE>
TAX ISSUES

                    INTRODUCTION. The Federal income tax treatment of the policy
                    is complex and sometimes uncertain. The Federal income tax
                    rules may vary with your particular circumstances. This
                    discussion does not include all the Federal income tax
                    rules that may affect you and your policy, and is not
                    intended as tax advice. This discussion also does not
                    address other Federal tax consequences, or state or local
                    tax consequences, associated with the policy. As a result,
                    you should always consult a tax adviser about the
                    application of tax rules to your individual situation.

                    TAXATION OF LIFE INSURANCE CONTRACTS IN GENERAL


                    TAX STATUS OF THE POLICY. Section 7702 of the Code
                    establishes a statutory definition of life insurance for
                    Federal tax purposes. We believe that the policy will meet
                    the statutory definition of life insurance, which places
                    limitations on the amount of premium payments that may be
                    made and the contract values that can accumulate relative to
                    the death benefit. As a result, the death benefit payable
                    under the policy will generally be excludable from the
                    beneficiary's gross income, and interest and other income
                    credited under the policy will not be taxable unless certain
                    withdrawals are made (or are deemed to be made) from the
                    policy prior to the insured's death, as discussed below.
                    This tax treatment will only apply, however, if (1) the
                    investments of the Separate Account are "adequately
                    diversified" in accordance with Treasury Department
                    regulations, and (2) we, rather than you, are considered the
                    owner of the assets of the Separate Account for Federal
                    income tax purposes.


                    INVESTMENTS IN THE SEPARATE ACCOUNT MUST BE DIVERSIFIED. For
                    a policy to be treated as a life insurance contract for
                    Federal income tax purposes, the investments of the Separate
                    Account must be "adequately diversified." IRS regulations
                    define standards for determining whether the investments of
                    the Separate Account are adequately diversified. If the
                    Separate Account fails to comply with these diversification
                    standards, you could be required to pay tax currently on the
                    excess of the contract value over the contract premium
                    payments. Although we do not control the investments of the
                    subaccounts, we expect that the subaccounts will comply with
                    the IRS regulations so that the Separate Account will be
                    considered "adequately diversified."

                    RESTRICTION ON INVESTMENT OPTIONS. Federal income tax law
                    limits your right to choose particular investments for the
                    policy. Because the IRS has not issued guidance specifying
                    those limits, the limits are uncertain and your right to
                    allocate contract values among the subaccounts may exceed
                    those limits. If so, you would be treated as the owner of
                    the assets of the Separate Account and thus subject to
                    current taxation on the income and gains from those assets.
                    We do not know what limits may be set by the IRS in any
                    guidance that it may issue and whether any such limits will
                    apply to existing policies. We reserve the right to modify
                    the policy without your consent to try to prevent the tax
                    law from considering you as the owner of the assets of the
                    Separate Account.

                    NO GUARANTEES REGARDING TAX TREATMENT. We make no guarantee
                    regarding the tax treatment of any policy or of any
                    transaction involving a policy. However, the remainder of
                    this discussion assumes that your policy will be treated as
                    a life insurance contract for Federal income tax purposes
                    and that the tax law will not impose tax on any increase in
                    your contract value until there is a distribution from your
                    policy.

                    TAX TREATMENT OF LIFE INSURANCE DEATH BENEFIT PROCEEDS. In
                    general, the amount of the death benefit payable from a
                    policy because of the death of the insured is excludable

                                                                              35
<PAGE>
                    from gross income. Certain transfers of the policy for
                    valuable consideration, however, may result in a portion of
                    the death benefit being taxable. If the death benefit is not
                    received in a lump sum and is, instead, applied under one of
                    the settlement options, payments generally will be prorated
                    between amounts attributable to the death benefit which will
                    be excludable from the beneficiary's income and amounts
                    attributable to interest (accruing after the insured's
                    death) which will be includible in the beneficiary's income.


                    TAX DEFERRAL DURING ACCUMULATION PERIOD. Under existing
                    provisions of the Code, except as described below, any
                    increase in your contract value is generally not taxable to
                    you unless amounts are received (or are deemed to be
                    received) from the policy prior to the insured's death. If
                    there is a total withdrawal from the policy, the surrender
                    value will be includible in your income to the extent the
                    amount received exceeds the "investment in the contract."
                    (If there is any debt at the time of a total withdrawal,
                    such debt will be treated as an amount received by the
                    owner.) The "investment in the contract" generally is the
                    aggregate amount of premium payments and other consideration
                    paid for the policy, less the aggregate amount received
                    under the policy previously to the extent such amounts
                    received were excludable from gross income. Whether partial
                    withdrawals (or other amounts deemed to be distributed) from
                    the policy constitute income to you depends, in part, upon
                    whether the policy is considered a "modified endowment
                    contract" (a "MEC") for Federal income tax purposes.


                    POLICIES WHICH ARE MECS


                    CHARACTERIZATION OF A POLICY AS A MEC. A policy will be
                    classified as a MEC if premiums are paid more rapidly than
                    allowed by a "7-pay test" under the tax law or if the policy
                    is received in exchange for another policy that is a MEC. In
                    addition, even if the policy initially is not a MEC, it may
                    in certain circumstances become a MEC. These circumstances
                    would include a later increase in benefits, any other
                    material change of the policy (within the meaning of the tax
                    law), and a withdrawal or reduction in the death benefit
                    during the first seven contract years.


                    TAX TREATMENT OF WITHDRAWALS, LOANS, ASSIGNMENTS AND PLEDGES
                    UNDER MECS. If the policy is a MEC, withdrawals from the
                    policy will be treated first as withdrawals of income and
                    then as a recovery of premium payments. Thus, withdrawals
                    will be includible in income to the extent the contract
                    value exceeds the investment in the policy. The Code treats
                    any amount received as a loan under a policy, and any
                    assignment or pledge (or agreement to assign or pledge) any
                    portion of your contract value, as a withdrawal of such
                    amount or portion. Your investment in the policy is
                    increased by the amount includible in income with respect to
                    such assignment, pledge, or loan.

                    PENALTY TAXES PAYABLE ON WITHDRAWALS. A 10% penalty tax may
                    be imposed on any withdrawal (or any deemed distribution)
                    from your MEC which you must include in your gross income.
                    The 10% penalty tax does not apply if one of several
                    exceptions exists. These exceptions include withdrawals or
                    surrenders that: you receive on or after you reach age
                    59 1/2, you receive because you became disabled (as defined
                    in the tax law), or you receive as a series of substantially
                    equal periodic payments for your life (or life expectancy).

                    SPECIAL RULES IF YOU OWN MORE THAN ONE MEC. In certain
                    circumstances, you must combine some or all of the life
                    insurance contracts which are MECs that you own in order to
                    determine the amount of withdrawal (including a deemed
                    withdrawal) that you

36
<PAGE>
                    must include in income. For example, if you purchase two or
                    more MECs from the same life insurance company (or its
                    affiliates) during any calendar year, the Code treats all
                    such policies as one contract. Treating two or more policies
                    as one contract could affect the amount of a withdrawal (or
                    a deemed withdrawal) that you must include in income and the
                    amount that might be subject to the 10% penalty tax
                    described above.

                    POLICIES WHICH ARE NOT MECS


                    TAX TREATMENT OF WITHDRAWALS. If the policy is not a MEC,
                    the amount of any withdrawal from the policy will generally
                    be treated first as a non-taxable recovery of premium
                    payments and then as income from the policy. Thus, a
                    withdrawal from a policy that is not a MEC will not be
                    includible in income except to the extent it exceeds the
                    investment in the policy immediately before the withdrawal.


                    CERTAIN DISTRIBUTIONS REQUIRED BY THE TAX LAW IN THE FIRST
                    15 POLICY YEARS.Section 7702 places limitations on the
                    amount of premium payments that may be made and the contract
                    values that can accumulate relative to the death benefit.
                    Where cash distributions are required under Section 7702 in
                    connection with a reduction in benefits during the first 15
                    years after the policy is issued (or if withdrawals are made
                    in anticipation of a reduction in benefits, within the
                    meaning of the tax law, during this period), some or all of
                    such amounts may be includible in income. A reduction in
                    benefits may occur when the face amount is decreased,
                    withdrawals are made, and in certain other instances.

                    TAX TREATMENT OF LOANS. If your policy is not a MEC, a loan
                    you receive under the policy is generally treated as your
                    indebtedness. As a result, no part of any loan under such a
                    policy constitutes income to you so long as the policy
                    remains in force. Nevertheless, in those situations where
                    the interest rate credited to the loan account equals the
                    interest rate charged to you for the loan, it is possible
                    that some or all of the loan proceeds may be includible in
                    your income. If a policy lapses (or if all contract value is
                    withdrawn) when a loan is outstanding, the amount of the
                    loan outstanding will be treated as withdrawal proceeds for
                    purposes of determining whether any amounts are includible
                    in your income.

                    OTHER CONSIDERATIONS

                    INSURED LIVES PAST AGE 100. If the insured survives beyond
                    the end of the mortality table used to measure charges under
                    the policy, which ends at age 100, we believe the policy
                    will continue to qualify as life insurance for Federal tax
                    purposes. However, there is some uncertainty regarding this
                    treatment, and it is possible that you would be viewed as
                    constructively receiving the cash value in the year the
                    insured attains age 100.

                    COMPLIANCE WITH THE TAX LAW. We believe that the maximum
                    amount of premium payments we have determined for the
                    policies will comply with the Federal tax definition of life
                    insurance. We will monitor the amount of premium payments,
                    and, if the premium payments during a contract year exceed
                    those permitted by the tax law, we will refund the excess
                    premiums within 60 days of the end of the policy year and
                    will pay interest and other earnings (which will be
                    includible in income subject to tax) as required by law on
                    the amount refunded. We also reserve the right to increase
                    the death benefit (which may result in larger charges under
                    a policy) or to take any other action deemed necessary to
                    maintain compliance of the policy with the Federal tax
                    definition of life insurance.

                                                                              37
<PAGE>
                    DISALLOWANCE OF INTEREST DEDUCTIONS. If an entity (such as a
                    corporation or a trust, not an individual) purchases a
                    policy or is the beneficiary of a policy issued after
                    June 8, 1997, a portion of the interest on indebtedness
                    unrelated to the policy may not be deductible by the entity.
                    However, this rule does not apply to a policy owned by an
                    entity engaged in a trade or business which covers the life
                    of an individual who is a 20-percent owner of the entity, or
                    an officer, director, or employee of the trade or business,
                    at the time first covered by the policy. This rule also does
                    not apply to a policy owned by an entity engaged in a trade
                    or business which covers the joint lives of the 20% owner of
                    the entity and the owner's spouse at the time first covered
                    by the policy.

                    FEDERAL INCOME TAX WITHHOLDING. We will withhold and remit
                    to the IRS a part of the taxable portion of each
                    distribution made under a policy unless you notify us in
                    writing at or before the time of the distribution that tax
                    is not to be withheld. Regardless of whether you request
                    that no taxes be withheld or whether the Company withholds a
                    sufficient amount of taxes, you will be responsible for the
                    payment of any taxes and early distribution penalties that
                    may be due on the amounts received. You may also be required
                    to pay penalties under the estimated tax rules, if your
                    withholding and estimated tax payments are insufficient to
                    satisfy your total tax liability.

                    CHANGES IN THE POLICY OR CHANGES IN THE LAW. Changing the
                    owner, exchanging the contract, and other changes under the
                    policy may have tax consequences (in addition to those
                    discussed herein) depending on the circumstances of such
                    change. The above discussion is based on the Code, IRS
                    regulations, and interpretations existing on the date of
                    this Prospectus. However, Congress, the IRS, and the courts
                    may modify these authorities, sometimes retroactively.

                    TAX STATUS OF LINCOLN LIFE

                    Under existing Federal income tax laws, Lincoln Life does
                    not pay tax on investment income and realized capital gains
                    of the Separate Account. Lincoln Life does not expect that
                    it will incur any Federal income tax liability on the income
                    and gains earned by the Separate Account. We, therefore, do
                    not impose a charge for Federal income taxes. If Federal
                    income tax law changes and we must pay tax on some or all of
                    the income and gains earned by the Separate Account, we may
                    impose a charge against the Separate Account to pay the
                    taxes.

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. The Owner should consult with his or her
                    advisors for guidance as to the appropriate methodology for
                    determining the fair value of the Policy for a particular
                    purpose.

38
<PAGE>
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],
                            VICE PRESIDENT                      formerly; Second Vice President [1/90 --
                                                                4/96], The Lincoln National Life Insurance
                                                                Company.
                            ROLAND C. BAKER                     Vice President [1/95 -- present] The
                            VICE PRESIDENT                      Lincoln National Life Insurance Co.,
                            1801 S. Meyers Rd.                  President and Director, First Penn Pacific
                            Oakbrook Terrace, IL                Life Insurance Company.
                            60181
                            JON A. BOSCIA                       President, Chief Executive Officer and
                            PRESIDENT AND                       Director, Lincoln National Corporation
                            DIRECTOR                            [1/98 -- present], Formerly: President,
                            1500 Market Street                  Chief Executive Officer and Director
                            Suite 3900                          [10/96 -- 1/98] and President and Chief
                            Philadelphia, PA                    Operating Officer [5/94 -- 10/96], The
                            19102                               Lincoln National Life Insurance Company.
                            JOHN H. GOTTA                       Chief Executive Officer of Life Insurance,
                            CHIEF EXECUTIVE                     Senior Vice President and Assistant
                            OFFICER OF LIFE                     Secretary [12/99 -- present] The Lincoln
                            INSURANCE, SENIOR                   National Life Insurance Company. Formerly:
                            VICE PRESIDENT AND                  Senior Vice President and and Assistant
                            ASSISTANT SECRETARY                 Secretary [4/98 -- 12/99]; Senior Vice
                            350 Church Street                   President [2/98 -- 4/98]; Vice President
                            Hartford, CT 06103                  and General Manager [1/98 -- 2/98] The
                                                                Lincoln National Life Insurance Co.
                                                                Formerly: Senior Vice Vice President,
                                                                Connecticut General Life Insurance Company
                                                                [3/96 -- 12/97]; Vice President,
                                                                Connecticut (Massachusetts Mutual) Mutual
                                                                Life Insurance Company [8/94 -- 3/96].
                            J. MICHAEL HEMP                     President and Director [7/97 -- Present],
                            SENIOR VICE PRESIDENT               Lincoln Financial Advisors Inc.; Senior
                            350 Church Street                   Vice President [formerly Vice
                            Hartford, CT 06103                  President][10/95 -- present], The Lincoln
                                                                National Life Insurance Company.
                            STEPHEN H. LEWIS                    Interim Chief Executive Officer of
                            INTERIM CHIEF                       Annuities and Senior Vice President,
                            EXECUTIVE OFFICER                   [12/99 -- present]. Formerly: Senior Vice
                            AND SENIOR VICE                     President, [5/94 -- 12/99] The Lincoln
                            PRESIDENT OF ANNUITIES              National Life Insurance Company.
                            H. THOMAS MCMEEKIN                  President and Director 5/94 -- present,
                            DIRECTOR                            Lincoln Investment Management, Inc.
                            One Commerce Square
                            2005 Market Street
                            Philadelphia, PA 19103
</TABLE>

                                                                              39
<PAGE>

<TABLE>
<CAPTION>
                                    NAME, ADDRESS AND
                               POSITION(S) WITH REGISTRANT        PRINCIPAL OCCUPATIONS LAST FIVE YEARS
                            ----------------------------------  ------------------------------------------
                            <S>                                 <C>
                            GARY W. PARKER                      Senior Vice President [4/00 -- present],
                            SENIOR VICE PRESIDENT               Vice President Product
                            350 Church Street                   Management,[7/98 -- 4/00] The Lincoln
                            Hartford, CT 06103                  National Life Insurance Company. Formerly:
                                                                Senior Vice President, Life Products
                                                                [10/97 -- 6/98]; Marketing Services
                                                                [9/89 -- 10/97] Life of Virginia.
                            LAWRENCE T. ROWLAND                 Executive Vice President [10/96 --
                            EXECUTIVE VICE                      present] Formerly: Senior Vice President
                            PRESIDENT AND                       [1/93 -- 10/96], The Lincoln National Life
                            DIRECTOR                            Insurance Co. Chairman, Chief Executive
                            One Reinsurance Place               Officer, President and Director [10/96 --
                            1700 Magnavox Way                   present], Formerly: Senior Vice President
                            Fort Wayne, IN 46802                [10/95 -- 10/96]
                            KEITH J. RYAN                       Vice President, Controller and Chief
                            VICE PRESIDENT,                     Accounting Officer [1/96 -- present] The
                            CONTROLLER AND                      Lincoln National Life Insurance Company.
                            CHIEF ACCOUNTING
                            OFFICER
                            TODD R. STEPHENSON                  Senior Vice President, Chief Financial
                            SENIOR VICE PRESIDENT,              Officer and Assistant Treasurer [3/99 --
                            CHIEF FINANCIAL OFFICER             present] The Lincoln National Life
                            AND ASSISTANT TREASURER             Insurance Company. Formerly: Senior Vice
                                                                President and Chief Operating Officer
                                                                [1/98 -- 3/99] Lincoln Life & Annuity
                                                                Distributors, Inc.; Senior Vice President
                                                                and Chief Operating Officer [1/98 -- 3/99]
                                                                Lincoln Financial Advisors Corp.; Senior
                                                                Vice President, Treasurer, Chief Financial
                                                                Officer and Director, American States
                                                                Insurance Co. [2/95 -- 12/97].
                            RICHARD C. VAUGHAN                  Executive Vice President and Chief
                            DIRECTOR                            Financial Officer [1/95 -- present], The
                            Centre Square                       Lincoln National Life Insurance Company.
                            West Tower
                            1500 Market Street
                            Suite 3900
                            Philadelphia, PA 19102
                            MICHAEL R. WALKER                   Senior Vice President [1/98 -- present];
                            SENIOR VICE PRESIDENT               Vice President [1/96 -- 1/98] The Lincoln
                            350 Church Street                   National Life Insurance Company. Formerly:
                            Hartford, CT 06103                  Vice President [3/93 -- 1/96] Employers
                                                                Health Insurance Co.
                            ROY V. WASHINGTON                   Vice President [7/96 -- present] formerly,
                            VICE PRESIDENT                      Associate Counsel [2/95 -- 7/96] The
                                                                Lincoln National Life Insurance Company.
</TABLE>

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.

40
<PAGE>
                    The Policy may be sold by individuals, who in addition to
                    being appointed as life insurance agents for Lincoln Life,
                    are also registered representatives of Lincoln Financial
                    Advisors, Corp. (a registered broker-dealer affiliated with
                    Lincoln Life) or of 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 Lincoln Life's resources, which
                    include sales charges made under this Policy.

CHANGES OF INVESTMENT POLICY

                    Lincoln Life may materially change the investment policy of
                    the Separate Account. Lincoln Life 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 Lincoln Life's
                    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 Lincoln Life 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.
                    Lincoln Life 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

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

STATE REGULATION

                    Lincoln Life is 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 the operation of Lincoln Life for the preceding
                    year and its financial condition as of the end of such year.
                    Regulation by the Insurance Department includes periodic
                    examination to determine Lincoln Life's contract liabilities
                    and reserves so that the Insurance Department may certify
                    the items are correct. Lincoln Life's books and accounts are
                    subject to review by the Insurance Department at all times
                    and a full examination of its 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.

                                                                              41
<PAGE>
REPORTS TO OWNERS

                    Lincoln Life maintains 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.

                    Owners will also be sent annual reports containing financial
                    statements for the Separate Account and annual and
                    semi-annual reports of the Funds as required by the 1940
                    Act.

                    In addition, Owners will receive 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 also 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. Lincoln Life may advertise
                    these ratings from time to time. In addition, Lincoln Life
                    may include in certain advertisements, endorsements in the
                    form of a list of organizations, individuals or other
                    parties which recommend Lincoln Life or the Policies.
                    Furthermore, Lincoln Life may 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.

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 several 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 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.

42
<PAGE>
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 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.

                    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.

                    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.

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.

                                                                              43
<PAGE>
APPENDIX 1

                    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>

44
<PAGE>
APPENDIX 2

                    ILLUSTRATION OF SURRENDER CHARGES

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

                    The Surrender Charge decreases from its initial amount to
                    zero over a period of at most 15 years. If the insured's Age
                    at issue is 55 or greater, then the Surrender Charge
                    decreases to zero over a period of ten years. In general
                    terms, the initial Surrender Charge is amortized in
                    proportion to a twenty year life contingent annuity due,
                    with a further reduction in the final years of the surrender
                    charge period. In formulas, the Surrender Charge a point in
                    time "t" years after issue is (a) times (b) times (c), where
                    (a) is the initial Surrender Charge;
                    (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; and
                    (c) is a durational factor depending on the issue Age and
                        policy year "t". Values are shown below for issue Age 50
                        or less, and for issue Age 55 or more. Values for Ages
                        51 through 54 fall in between these values.

<TABLE>
<CAPTION>
                                    AGE 50      AGES 55
                         T         OR LESS      OR MORE
                         -         -------      -------
                    <S>           <C>         <C>
                     7 or less       100%          75%
                         8           100%          50%
                         9           100%          25%
                         10          100%           0%
                         11           80%           0%
                         12           60%           0%
                         13           40%           0%
                         14           20%           0%
                     15 or more        0%           0%
</TABLE>

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

                    The initial Surrender Charge is computed as follows:

                    net level premium = 1987.66

                    $10 per $1000 of Specified Amount = $1000

                    $50 per $1000 of Specified Amount = $5000

                    initial Surrender Charge = 1.25 X $1987.66 + 1000 =
                    $3,484.57, which is less than $5000.

                                                                              45
<PAGE>
                    This amount decreased to zero over 15 years as follows:

<TABLE>
<CAPTION>
                       YEARS       INITIAL
                       AFTER      SURRENDER     ANNUITY     DURATIONAL  SURRENDER
                       ISSUE        CHARGE       RATIO        FACTOR      CHARGE
                       -----      ---------     -------     ----------  ---------
                    <S>           <C>         <C>           <C>         <C>
                          0       $3,484.57     1.00000        100%      3,484.57
                          1       $3,484.57     0.96609        100%      3,366.42
                          2       $3,484.57     0.93101        100%      3,244.18
                          3       $3,484.57     0.89471        100%      3,117.68
                          4       $3,484.57     0.85711        100%      2,986.67
                          5       $3,484.57     0.81818        100%      2,850.99
                          6       $3,484.57     0.77782        100%      2,710.36
                          7       $3,484.57     0.73600        100%      2,564.64
                          8       $3,484.57     0.69265        100%      2,413.59
                          9       $3,484.57     0.64769        100%      2,256.93
                         10       $3,484.57     0.60104        100%      2,094.38
                         11       $3,484.57     0.55257         80%      1,540.37
                         12       $3,484.57     0.50212         60%      1,049.80
                         13       $3,484.57     0.44952         40%        626.55
                         14       $3,484.57     0.39456         20%        274.97
                         15       $3,484.57     0.33701          0%          0.00
</TABLE>

                    EXAMPLE 2: A female, Age 55, purchases a policy with a
                    Specified Amount of $200,000.

                    The initial Surrender Charge is computed as follows:

                    net level premium = $4,996.55

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

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

                    initial Surrender Charge = 1.25 X $4996.55 + 2000 =
                    $8,245.68, which is less than $10,000.

                    This amount decreased to zero over 10 years as follows:

<TABLE>
<CAPTION>
                       YEARS       INITIAL
                       AFTER      SURRENDER     ANNUITY     DURATIONAL  SURRENDER
                       ISSUE        CHARGE       RATIO        FACTOR      CHARGE
                       -----      ---------     -------     ----------  ---------
                    <S>           <C>         <C>           <C>         <C>
                          0       $8,245.68     1.00000        100%      8,245.68
                          1       $8,245.68     0.96649        100%      7,969.40
                          2       $8,245.68     0.93185        100%      7,683.73
                          3       $8,245.68     0.89596        100%      7,387.80
                          4       $8,245.68     0.85871        100%      7,080.67
                          5       $8,245.68     0.82003        100%      6,761.74
                          6       $8,245.68     0.77986        100%      6,430.50
                          7       $8,245.68     0.73818         75%      4,565.07
                          8       $8,245.68     0.69496         50%      2,885.22
                          9       $8,245.68     0.65022         25%      1,340.37
                         10       $8,245.68     0.60387          0%          0.00
</TABLE>

46
<PAGE>
APPENDIX 3

                    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>

                                                                              47
<PAGE>
APPENDIX 4

                    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 0.75% of the daily
                    net asset value of the Separate Account in years 1-10, 0.35%
                    in years 11-20 and 0.20% in years 21 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, 1999.


                    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
                    -1.56%, 4.40% and 10.35% for years 1-10, -1.17%, 4.81% and
                    10.79% in years 11-20, and -1.02%, 4.97% and 10.96% in years
                    21 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 $15 per month in
                    the first year. Current values reflect a current flat dollar
                    monthly administrative expense charge of $5 (and guaranteed
                    values, $10) in subsequent 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.

48
<PAGE>
                                  MALE    AGE 45    NONSMOKER
                                  PREFERRED -- $5,396 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1

                                  GUARANTEED BASIS

<TABLE>
<CAPTION>

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

  1        5,666   500,000   500,000   500,000    3,447    3,701     3,955        0        0          0
  2       11,615   500,000   500,000   500,000    5,984    6,682     7,413        0        0          0
  3       17,861   500,000   500,000   500,000    8,299    9,610    11,042        0        0          0
  4       24,420   500,000   500,000   500,000   10,387   12,473    14,853        0        0        177
  5       31,306   500,000   500,000   500,000   12,228   15,247    18,844        0    1,238      4,835

  6       38,537   500,000   500,000   500,000   13,811   17,915    23,024      493    4,597      9,706
  7       46,130   500,000   500,000   500,000   15,097   20,430    27,374    2,495    7,828     14,772
  8       54,102   500,000   500,000   500,000   16,057   22,752    31,884    4,197   10,892     20,024
  9       62,473   500,000   500,000   500,000   16,651   24,833    36,533    5,561   13,743     25,443
 10       71,262   500,000   500,000   500,000   16,836   26,612    41,296    6,544   16,321     31,004

 15      122,257   500,000   500,000   500,000   10,938   30,070    67,992   10,938   30,070     67,992
 20      187,341         0   500,000   500,000        0   16,073    96,586        0    6,073     96,586
 25      270,407         0         0   500,000        0        0   120,730        0        0    120,730
 30      376,421         0         0   500,000        0        0   122,105        0        0    122,105
</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>
                                  MALE    AGE 45    NONSMOKER
                                  PREFERRED -- $5,396 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        5,666    500,000   500,000    500,000     3,447     3,701      3,955         0         0          0
   2       11,615    500,000   500,000    500,000     6,871     7,598      8,356         0         0          0
   3       17,861    500,000   500,000    500,000    10,139    11,562     13,107         0         0          0
   4       24,420    500,000   500,000    500,000    13,279    15,623     18,274         0       947      3,598
   5       31,306    500,000   500,000    500,000    16,317    19,812     23,930     2,307     5,803      9,920

   6       38,537    500,000   500,000    500,000    19,279    24,162     30,153     5,961    10,844     16,835
   7       46,130    500,000   500,000    500,000    22,145    28,658     36,983     9,543    16,056     24,381
   8       54,102    500,000   500,000    500,000    24,803    33,192     44,369    12,943    21,332     32,509
   9       62,473    500,000   500,000    500,000    27,416    37,931     52,541    16,326    26,841     41,451
  10       71,262    500,000   500,000    500,000    29,919    42,819     61,516    19,628    32,527     51,225

  15      122,257    500,000   500,000    500,000    40,320    69,763    122,944    40,320    69,763    122,944
  20      187,341    500,000   500,000    500,000    46,993   101,131    224,857    46,993   101,131    224,857
  25      270,407    500,000   500,000    500,000    50,188   139,743    402,074    50,188   139,743    402,074
  30      376,421    500,000   500,000    755,782    43,660   182,859    706,338    43,660   182,859    706,338
</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>
                                  MALE    AGE 55    NONSMOKER
                                  PREFERRED -- $9,184 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        9,643    500,000   500,000    500,000     5,873     6,306      6,740         0         0          0
   2       19,768    500,000   500,000    500,000     8,778     9,927     11,134         0         0          0
   3       30,400    500,000   500,000    500,000    11,173    13,240     15,512         0         0          0
   4       41,563    500,000   500,000    500,000    13,030    16,197     19,848         0         0          0
   5       53,284    500,000   500,000    500,000    14,318    18,747     24,106         0         0      3,950

   6       65,591    500,000   500,000    500,000    14,976    20,807     28,221         0     1,637      9,051
   7       78,514    500,000   500,000    500,000    14,934    22,280     32,115     1,318     8,664     18,499
   8       92,083    500,000   500,000    500,000    14,100    23,041     35,678     5,545    14,486     27,124
   9      106,330    500,000   500,000    500,000    12,361    22,938     38,775     8,353    18,931     34,767
  10      121,290    500,000   500,000    500,000     9,604    21,812     41,256     9,604    21,812     41,256

  15      208,084          0         0    500,000         0         0     39,330         0         0     39,330
  20      318,858          0         0          0         0         0          0         0         0          0
  25      460,236          0         0          0         0         0          0         0         0          0
  30      640,675          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.

                                                                              51
<PAGE>
                                  MALE    AGE 55    NONSMOKER
                                  PREFERRED -- $9,184 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        9,643    500,000   500,000      500,000    5,873     6,306        6,740        0         0            0
   2       19,768    500,000   500,000      500,000   11,485    12,718       14,005        0         0            0
   3       30,400    500,000   500,000      500,000   16,747    19,147       21,758        0         0            0
   4       41,563    500,000   500,000      500,000   21,755    25,693       30,154      641     4,578        9,040
   5       53,284    500,000   500,000      500,000   26,467    32,316       39,221    6,311    12,160       19,065

   6       65,591    500,000   500,000      500,000   31,021    39,159       49,178   11,850    19,989       30,007
   7       78,514    500,000   500,000      500,000   35,442    46,262       60,153   21,826    32,646       46,537
   8       92,083    500,000   500,000      500,000   39,713    53,620       72,246   31,159    45,066       63,691
   9      106,330    500,000   500,000      500,000   43,678    61,091       85,431   39,670    57,084       81,424
  10      121,290    500,000   500,000      500,000   47,264    68,613       99,775   47,264    68,613       99,775

  15      208,084    500,000   500,000      500,000   61,104   109,864      199,266   61,104   109,864      199,266
  20      318,858    500,000   500,000      500,000   64,002   154,726      368,268   64,002   154,726      368,268
  25      460,236    500,000   500,000      704,375   45,823   199,876      670,833   45,823   199,876      670,833
  30      640,675          0   500,000    1,236,622        0   246,534    1,177,735        0   246,534    1,177,735
</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 45    NONSMOKER
                                  PREFERRED -- $4,391 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        4,611    500,000   500,000    500,000     2,848     3,056      3,265         0         0          0
   2        9,452    500,000   500,000    500,000     4,996     5,570      6,172         0         0          0
   3       14,535    500,000   500,000    500,000     6,996     8,079      9,262         0         0          0
   4       19,872    500,000   500,000    500,000     8,837    10,569     12,543         0         0         20
   5       25,477    500,000   500,000    500,000    10,512    13,031     16,026         0     1,074      4,069

   6       31,361    500,000   500,000    500,000    12,009    15,449     19,720       638     4,079      8,350
   7       37,540    500,000   500,000    500,000    13,322    17,814     23,641     2,561     7,053     12,880
   8       44,028    500,000   500,000    500,000    14,434    20,105     27,797     4,306     9,977     17,669
   9       50,840    500,000   500,000    500,000    15,320    22,291     32,187     5,851    12,821     22,718
  10       57,992    500,000   500,000    500,000    15,977    24,363     36,837     7,192    15,578     28,052

  15       99,491    500,000   500,000    500,000    16,209    33,499     66,556    16,209    33,499     66,556
  20      152,456    500,000   500,000    500,000     8,886    37,309    109,847     8,886    37,309    109,847
  25      220,053          0   500,000    500,000         0    25,910    172,663         0    25,910    172,663
  30      306,326          0         0    500,000         0         0    269,279         0         0    269,279
</TABLE>

Amount 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>
                                  FEMALE    AGE 45    NONSMOKER
                                  PREFERRED -- $4,391 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        4,611    500,000   500,000    500,000     2,848     3,056      3,265         0         0          0
   2        9,452    500,000   500,000    500,000     5,695     6,292      6,915         0         0          0
   3       14,535    500,000   500,000    500,000     8,460     9,632     10,905         0         0          0
   4       19,872    500,000   500,000    500,000    11,143    13,082     15,272         0       559      2,750
   5       25,477    500,000   500,000    500,000    13,749    16,648     20,058     1,792     4,691      8,101

   6       31,361    500,000   500,000    500,000    16,229    20,287     25,258     4,859     8,917     13,888
   7       37,540    500,000   500,000    500,000    18,588    24,005     30,919     7,827    13,244     20,158
   8       44,028    500,000   500,000    500,000    20,829    27,809     37,094    10,701    17,681     26,966
   9       50,840    500,000   500,000    500,000    23,001    31,751     43,888    13,532    22,282     34,419
  10       57,992    500,000   500,000    500,000    25,107    35,841     51,371    16,322    27,056     42,586

  15       99,491    500,000   500,000    500,000    34,831    59,380    103,510    34,831    59,380    103,510
  20      152,456    500,000   500,000    500,000    42,183    87,543    190,039    42,183    87,543    190,039
  25      220,053    500,000   500,000    500,000    47,750   123,064    339,163    47,750   123,064    339,163
  30      306,326    500,000   500,000    636,737    48,704   165,579    595,081    48,704   165,579    595,081
</TABLE>

Amount 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.

54
<PAGE>
                                  FEMALE    AGE 55    NONSMOKER
                                  PREFERRED -- $7,260 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        7,623    500,000   500,000    500,000     4,819     5,166      5,515         0         0          0
   2       15,627    500,000   500,000    500,000     7,805     8,750      9,740         0         0          0
   3       24,032    500,000   500,000    500,000    10,545    12,291     14,202         0         0          0
   4       32,857    500,000   500,000    500,000    13,052    15,799     18,943         0         0      1,499
   5       42,123    500,000   500,000    500,000    15,315    19,262     23,983         0     2,604      7,325

   6       51,852    500,000   500,000    500,000    17,311    22,651     29,332     1,469     6,809     13,490
   7       62,068    500,000   500,000    500,000    18,981    25,904     34,966     7,734    14,657     23,719
   8       72,794    500,000   500,000    500,000    20,247    28,934     40,844    13,189    21,875     33,785
   9       84,057    500,000   500,000    500,000    21,006    31,625     46,894    17,704    28,323     43,592
  10       95,883    500,000   500,000    500,000    21,181    33,882     53,069    21,181    33,882     53,069

  15      164,496    500,000   500,000    500,000    12,484    37,517     87,684    12,484    37,517     87,684
  20      252,066          0   500,000    500,000         0    15,388    124,838         0    15,388    124,838
  25      363,830          0         0    500,000         0         0    145,464         0         0    145,464
  30      506,473          0         0    500,000         0         0     95,062         0         0     95,062
</TABLE>

Amount 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.

                                                                              55
<PAGE>
                                  FEMALE    AGE 55    NONSMOKER
                                  PREFERRED -- $7,260 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        7,623    500,000   500,000      500,000    4,819     5,166      5,515         0         0          0
   2       15,627    500,000   500,000      500,000    9,466    10,462     11,503         0         0          0
   3       24,032    500,000   500,000      500,000   13,884    15,833     17,952         0         0          0
   4       32,857    500,000   500,000      500,000   18,138    21,346     24,980       694     3,904      7,536
   5       42,123    500,000   500,000      500,000   22,199    26,982     32,620     5,541    10,324     15,962

   6       51,852    500,000   500,000      500,000   26,158    32,834     41,032    10,316    16,992     25,190
   7       62,068    500,000   500,000      500,000   30,022    38,921     50,308    18,776    27,674     39,062
   8       72,794    500,000   500,000      500,000   33,789    45,251     60,542    26,731    38,192     53,483
   9       84,057    500,000   500,000      500,000   37,344    51,722     71,724    34,042    48,420     68,422
  10       95,883    500,000   500,000      500,000   40,654    58,307     83,931    40,654    58,307     83,931

  15      164,496    500,000   500,000      500,000   55,084    95,594    168,935    55,084    95,594    168,935
  20      252,066    500,000   500,000      500,000   64,351   139,748    312,471    64,351   139,748    312,471
  25      363,830    500,000   500,000      592,552   61,706   188,993    564,336    61,706   188,993    564,336
  30      506,473    500,000   500,000    1,040,042   36,023   240,083    990,516    36,023   240,083    990,516
</TABLE>

Amount 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.

56
<PAGE>
Lincoln Life Flexible Premium Variable Life Account M

                                                                             M-1
<PAGE>
Lincoln Life Flexible Premium Variable Life Account M
Statement of Assets and Liability
December 31, 1999
<TABLE>
<CAPTION>
                                                AIM           AIM                       AIM
                                                V.I.          V.I.         AIM          V.I.           AIM            AVIS
                                                CAPITAL       DIVERSIFIED  V.I.         INTERNATIONAL  V.I.           GROWTH
                                                APPRECIATION  INCOME       GROWTH       EQUITY         VALUE          CLASS 2
                                   COMBINED     SUBACCOUNT    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT     SUBACCOUNT     SUBACCOUNT
   <S>                             <C>          <C>           <C>          <C>          <C>            <C>            <C>
   -----------------------------------------------------------------------------------------------------------------------------
   Assets
     Investments at
     Market--Affiliated (Cost
     $27,626,132)                  $28,882,271  $        --   $       --   $        --  $        --    $          --  $     --
     Investments at
     Market--Unaffiliated (Cost
     $79,563,067)                   90,643,593    3,565,893      460,855    11,039,437      208,717       14,096,870    48,320
   ------------------------------  -----------  ------------  ----------   -----------  -------------  -------------  ----------
     Total Investments             119,525,864    3,565,893      460,855    11,039,437      208,717       14,096,870    48,320
     Dividend Receivable                   613           --           --            --           --               --        --
   Total Assets                    119,526,477    3,565,893      460,855    11,039,437      208,717       14,096,870    48,320
   Liability--
   Payable to The Lincoln
      National Life Insurance
      Company                            2,520           77           10           231            4              294         1
   ------------------------------  -----------  ------------  ----------   -----------  -------------  -------------  ----------
   NET ASSETS                      $119,523,957 $ 3,565,816   $  460,845   $11,039,206  $   208,713    $  14,096,576  $ 48,319
   ------------------------------  ===========  ============  ==========   ===========  =============  =============  ==========
   Percent of net assets                100.00%        2.98%        0.39%         9.24%        0.17%           11.79%     0.04%
   ------------------------------  ===========  ============  ==========   ===========  =============  =============  ==========

   Net assets are represented by:
   VUL I Policies:
     Units in accumulation period                   225,973       47,627       296,357           --          403,304        --
     Unit value                                 $    15.780   $    9.676   $    15.630  $        --    $      15.002  $     --
   ------------------------------               ------------  ----------   -----------  -------------  -------------  ----------
                                                  3,565,816      460,845     4,632,135           --        6,050,444        --
   ------------------------------               ------------  ----------   -----------  -------------  -------------  ----------
   LVUL Policies:
     Units in accumulation period                        --           --       508,794       13,386          671,441        --
     Unit value                                 $        --   $       --   $    12.479  $    15.239    $      11.850  $     --
   ------------------------------               ------------  ----------   -----------  -------------  -------------  ----------
                                                         --           --     6,349,281      203,988        7,956,733        --
   ------------------------------               ------------  ----------   -----------  -------------  -------------  ----------
   VUL-DB Policies:
     Units in accumulation period                        --           --         4,528          334            7,315     3,628
     Unit value                                 $        --   $       --   $    12.764  $    14.131    $      12.221  $ 13.316
   ------------------------------               ------------  ----------   -----------  -------------  -------------  ----------
                                                         --           --        57,790        4,725           89,399    48,319
   ------------------------------               ------------  ----------   -----------  -------------  -------------  ----------
   NET ASSETS                                   $ 3,565,816   $  460,845   $11,039,206  $   208,713    $  14,096,576  $ 48,319
   ------------------------------               ============  ==========   ===========  =============  =============  ==========

<CAPTION>
                                   AVIS        AVIS
                                   GROWTH &    GLOBAL SMALL    BARON       BT
                                   INCOME      CAPITALIZATION  CAPITAL     EAFE
                                   CLASS 2     CLASS 2         ASSET       EQUITY INDEX
                                   SUBACCOUNT  SUBACCOUNT      SUBACCOUNT  SUBACCOUNT
   <S>                             <C>         <C>             <C>         <C>
   ------------------------------
   Assets
     Investments at
     Market--Affiliated (Cost
     $27,626,132)                  $     --    $       --      $      --   $         --
     Investments at
     Market--Unaffiliated (Cost
     $79,563,067)                     1,295         1,188        299,299        613,120
   ------------------------------  ----------  --------------  ----------  ------------
     Total Investments                1,295         1,188        299,299        613,120
     Dividend Receivable                 --            --             --             --
   Total Assets                       1,295         1,188        299,299        613,120
   Liability--
   Payable to The Lincoln
      National Life Insurance
      Company                            --            --              6             13
   ------------------------------  ----------  --------------  ----------  ------------
   NET ASSETS                      $  1,295    $    1,188      $ 299,293   $    613,107
   ------------------------------  ==========  ==============  ==========  ============
   Percent of net assets               0.00%         0.00%          0.25%          0.51%
   ------------------------------  ==========  ==============  ==========  ============
   Net assets are represented by:
   VUL I Policies:
     Units in accumulation period        --            --             --             --
     Unit value                    $     --    $       --      $      --   $         --
   ------------------------------  ----------  --------------  ----------  ------------
                                         --            --             --             --
   ------------------------------  ----------  --------------  ----------  ------------
   LVUL Policies:
     Units in accumulation period        --            --         26,062         48,472
     Unit value                    $     --    $       --      $  11.295   $     12.478
   ------------------------------  ----------  --------------  ----------  ------------
                                         --            --        294,359        604,824
   ------------------------------  ----------  --------------  ----------  ------------
   VUL-DB Policies:
     Units in accumulation period       118            89            388            697
     Unit value                    $ 10.929    $   13.363      $  12.715   $     11.888
   ------------------------------  ----------  --------------  ----------  ------------
                                      1,295         1,188          4,934          8,283
   ------------------------------  ----------  --------------  ----------  ------------
   NET ASSETS                      $  1,295    $    1,188      $ 299,293   $    613,107
   ------------------------------  ==========  ==============  ==========  ============
</TABLE>

See accompanying notes.

M-2
<PAGE>
Lincoln Life Flexible Premium Variable Life Account M
Statement of Assets and Liability (continued)
December 31, 1999
<TABLE>
<CAPTION>
                                                                                    DELAWARE    DELAWARE
                                   BT          BT          DELAWARE    DELAWARE     PREMIUM     PREMIUM     DELAWARE    DELAWARE
                                   EQUITY      SMALL       PREMIUM     PREMIUM      EMERGING    SMALL       PREMIUM     PREMIUM
                                   500 INDEX   CAP INDEX   DELCHESTER  DEVON        MARKETS     CAP VALUE   REIT        TREND
                                   SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT   SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
   <S>                             <C>         <C>         <C>         <C>          <C>         <C>         <C>         <C>
   --------------------------------------------------------------------------------------------------------------------------------
   Assets
     Investments at
     Market--Affiliated (Cost
     $27,626,132)                  $       --  $      --   $ 191,273   $    69,176  $ 742,896   $2,351,982  $  8,850    $ 3,653,313
     Investments at
     Market--Unaffiliated (Cost
     $79,563,067)                  20,110,936    500,139          --            --         --           --        --             --
   ------------------------------  ----------  ----------  ----------  -----------  ----------  ----------  ----------  -----------
     Total Investments             20,110,936    500,139     191,273        69,176    742,896    2,351,982     8,850      3,653,313
     Dividend Receivable                   --         --         613            --         --           --        --             --
   Total Assets                    20,110,936    500,139     191,886        69,176    742,896    2,351,982     8,850      3,653,313
   Liability--
   Payable to The Lincoln
      National Life Insurance
      Company                             425         10           4             1         16           49        --             76
   ------------------------------  ----------  ----------  ----------  -----------  ----------  ----------  ----------  -----------
   NET ASSETS                      $20,110,511 $ 500,129   $ 191,882   $    69,175  $ 742,880   $2,351,933  $  8,850    $ 3,653,237
   ------------------------------  ==========  ==========  ==========  ===========  ==========  ==========  ==========  ===========
   Percent of net assets                16.83%      0.42%       0.16%         0.06%      0.62%        1.97%     0.01%          3.06%
   ------------------------------  ==========  ==========  ==========  ===========  ==========  ==========  ==========  ===========

   Net assets are represented by:
   VUL I Policies:
     Units in accumulation period     812,687         --          --            --     25,318      180,810        --         96,178
     Unit value                    $   13.296  $      --   $      --   $        --  $  11.369   $    9.193  $     --    $    18.637
   ------------------------------  ----------  ----------  ----------  -----------  ----------  ----------  ----------  -----------
                                   10,805,740         --          --            --    287,864    1,662,059                1,792,471
   ------------------------------  ----------  ----------  ----------  -----------  ----------  ----------  ----------  -----------
   LVUL Policies:
     Units in accumulation period     838,894     43,587      20,103         7,464     36,700       72,822       861        118,467
     Unit value                    $   11.021  $  11.416   $   9.441   $     9.141  $  12.100   $    9.460  $  9.199    $    15.583
   ------------------------------  ----------  ----------  ----------  -----------  ----------  ----------  ----------  -----------
                                    9,245,783    497,587     189,840        68,231    444,060      688,931     7,925      1,846,123
   ------------------------------  ----------  ----------  ----------  -----------  ----------  ----------  ----------  -----------
   VUL-DB Policies:
     Units in accumulation period       5,036        206         201            89        881           89        89          1,055
     Unit value                    $   11.714  $  12.326   $  10.178   $    10.623  $  12.442   $   10.612  $ 10.415    $    13.884
   ------------------------------  ----------  ----------  ----------  -----------  ----------  ----------  ----------  -----------
                                       58,988      2,542       2,042           944     10,956          943       925         14,643
   ------------------------------  ----------  ----------  ----------  -----------  ----------  ----------  ----------  -----------
   NET ASSETS                      $20,110,511 $ 500,129   $ 191,882   $    69,175  $ 742,880   $2,351,933  $  8,850    $ 3,653,237
   ------------------------------  ==========  ==========  ==========  ===========  ==========  ==========  ==========  ===========

<CAPTION>
                                   FIDELITY     FIDELITY    FIDELITY
                                   VIP          VIP II      VIP II
                                   EQUITY-      ASSET       CONTRAFUND
                                   INCOME       MANAGER     SERVICE CLASS
                                   SUBACCOUNT   SUBACCOUNT  SUBACCOUNT
   <S>                             <C>          <C>         <C>
   ------------------------------
   Assets
     Investments at
     Market--Affiliated (Cost
     $27,626,132)                  $        --  $      --   $          --
     Investments at
     Market--Unaffiliated (Cost
     $79,563,067)                    4,515,096    897,427       2,371,632
   ------------------------------  -----------  ----------  -------------
     Total Investments               4,515,096    897,427       2,371,632
     Dividend Receivable                    --         --              --
   Total Assets                      4,515,096    897,427       2,371,632
   Liability--
   Payable to The Lincoln
      National Life Insurance
      Company                               98         20              48
   ------------------------------  -----------  ----------  -------------
   NET ASSETS                      $ 4,514,998  $ 897,407   $   2,371,584
   ------------------------------  ===========  ==========  =============
   Percent of net assets                  3.78%      0.75%           1.98%
   ------------------------------  ===========  ==========  =============
   Net assets are represented by:
   VUL I Policies:
     Units in accumulation period      418,199     76,685              --
     Unit value                    $    10.796  $  11.702   $          --
   ------------------------------  -----------  ----------  -------------
                                     4,514,998    897,407              --
   ------------------------------  -----------  ----------  -------------
   LVUL Policies:
     Units in accumulation period           --         --         202,869
     Unit value                    $        --  $      --   $      11.466
   ------------------------------  -----------  ----------  -------------
                                            --         --       2,326,180
   ------------------------------  -----------  ----------  -------------
   VUL-DB Policies:
     Units in accumulation period           --         --           3,748
     Unit value                    $        --  $      --   $      12.114
   ------------------------------  -----------  ----------  -------------
                                            --         --          45,404
   ------------------------------  -----------  ----------  -------------
   NET ASSETS                      $ 4,514,998  $ 897,407   $   2,371,584
   ------------------------------  ===========  ==========  =============
</TABLE>

See accompanying notes.

                                                                             M-3
<PAGE>
Lincoln Life Flexible Premium Variable Life Account M
Statement of Assets and Liability (continued)
December 31, 1999
<TABLE>
<CAPTION>
                                               FIDELITY                    JANUS
                                   FIDELITY    VIP III        JANUS        ASPEN
                                   VIP II      GROWTH         ASPEN        SERIES                    LN            LN
                                   INVESTMENT  OPPORTUNITIES  SERIES       WORLDWIDE    LN           CAPITAL       EQUITY-
                                   GRADE BOND  SERVICE CLASS  BALANCED     GROWTH       BOND         APPRECIATION  INCOME
                                   SUBACCOUNT  SUBACCOUNT     SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT    SUBACCOUNT
   <S>                             <C>         <C>            <C>          <C>          <C>          <C>           <C>
   --------------------------------------------------------------------------------------------------------------------------
   Assets
     Investments at
     Market--Affiliated
     (Cost $27,626,132)            $      --   $         --   $        --  $        --  $ 2,250,443  $ 2,307,707   $ 214,504
     Investments at
     Market--Unaffiliated
     (Cost $79,563,067)            2,312,798      1,485,092     3,009,790    4,092,079           --           --          --
   ------------------------------  ---------   -------------  -----------  -----------  -----------  ------------  ----------
     Total Investments             2,312,798      1,485,092     3,009,790    4,092,079    2,250,443    2,307,707     214,504
     Dividend Receivable                  --             --            --           --           --           --          --
   Total Assets                    2,312,798      1,485,092     3,009,790    4,092,079    2,250,443    2,307,707     214,504
   Liability--
   Payable to The Lincoln
      National Life Insurance
      Company                             51             30            62           83           47           48           4
   ------------------------------  ---------   -------------  -----------  -----------  -----------  ------------  ----------
   NET ASSETS                      $2,312,747  $  1,485,062   $ 3,009,728  $ 4,091,996  $ 2,250,396  $ 2,307,659   $ 214,500
   ------------------------------  =========   =============  ===========  ===========  ===========  ============  ==========
   Percent of net assets                1.93%          1.24%         2.52%        3.42%        1.88%        1.93%       0.18%
   ------------------------------  =========   =============  ===========  ===========  ===========  ============  ==========

   Net assets are represented by:
   VUL I Policies:
     Units in accumulation period    224,937             --            --           --           --           --          --
     Unit value                    $  10.282   $         --   $        --  $        --  $        --  $        --   $      --
   ------------------------------  ---------   -------------  -----------  -----------  -----------  ------------  ----------
                                   2,312,747             --            --           --           --           --          --
   ------------------------------  ---------   -------------  -----------  -----------  -----------  ------------  ----------
   LVUL Policies:
     Units in accumulation period         --        147,153       261,892      265,069      225,312      173,337      21,553
     Unit value                    $      --   $     10.053   $    11.377  $    15.087  $     9.958  $    12.919   $   9.830
   ------------------------------  ---------   -------------  -----------  -----------  -----------  ------------  ----------
                                          --      1,479,343     2,979,633    3,999,093    2,243,617    2,239,337     211,878
   ------------------------------  ---------   -------------  -----------  -----------  -----------  ------------  ----------
   VUL-DB Policies:
     Units in accumulation period         --            524         2,543        6,434          678        5,298         232
     Unit value                    $      --   $     10.908   $    11.833  $    14.440  $    10.001  $    12.895   $  11.319
   ------------------------------  ---------   -------------  -----------  -----------  -----------  ------------  ----------
                                          --          5,719        30,095       92,903        6,779       68,322       2,622
   ------------------------------  ---------   -------------  -----------  -----------  -----------  ------------  ----------
   NET ASSETS                      $2,312,747  $  1,485,062   $ 3,009,728  $ 4,091,996  $ 2,250,396  $ 2,307,659   $ 214,500
   ------------------------------  =========   =============  ===========  ===========  ===========  ============  ==========

<CAPTION>

                                   LN
                                   GLOBAL      LN           LN          MFS
                                   ASSET       MONEY        SOCIAL      EMERGING
                                   ALLOCATION  MARKET       AWARENESS   GROWTH
                                   SUBACCOUNT  SUBACCOUNT   SUBACCOUNT  SUBACCOUNT
   <S>                             <C>         <C>          <C>         <C>
   ------------------------------
   Assets
     Investments at
     Market--Affiliated
     (Cost $27,626,132)            $ 119,502   $16,394,196  $ 578,429   $       --
     Investments at
     Market--Unaffiliated
     (Cost $79,563,067)                   --            --         --    8,932,616
   ------------------------------  ----------  -----------  ----------  ----------
     Total Investments               119,502    16,394,196    578,429    8,932,616
     Dividend Receivable                  --            --         --           --
   Total Assets                      119,502    16,394,196    578,429    8,932,616
   Liability--
   Payable to The Lincoln
      National Life Insurance
      Company                              2           355         12          185
   ------------------------------  ----------  -----------  ----------  ----------
   NET ASSETS                      $ 119,500   $16,393,841  $ 578,417   $8,932,431
   ------------------------------  ==========  ===========  ==========  ==========
   Percent of net assets                0.10%        13.72%      0.48%        7.47%
   ------------------------------  ==========  ===========  ==========  ==========
   Net assets are represented by:
   VUL I Policies:
     Units in accumulation period         --       549,282         --      151,327
     Unit value                    $      --   $    10.622  $      --   $   20.051
   ------------------------------  ----------  -----------  ----------  ----------
                                          --     5,834,385         --    3,034,218
   ------------------------------  ----------  -----------  ----------  ----------
   LVUL Policies:
     Units in accumulation period     10,961       862,204     51,662      354,598
     Unit value                    $  10.812   $    10.273  $  11.176   $   16.498
   ------------------------------  ----------  -----------  ----------  ----------
                                     118,507     8,857,709    577,361    5,850,136
   ------------------------------  ----------  -----------  ----------  ----------
   VUL-DB Policies:
     Units in accumulation period         89       168,723         89        2,996
     Unit value                    $  11.177   $    10.086  $  11.886   $   16.049
   ------------------------------  ----------  -----------  ----------  ----------
                                         993     1,701,747      1,056       48,077
   ------------------------------  ----------  -----------  ----------  ----------
   NET ASSETS                      $ 119,500   $16,393,841  $ 578,417   $8,932,431
   ------------------------------  ==========  ===========  ==========  ==========
</TABLE>

See accompanying notes.

M-4
<PAGE>
Lincoln Life Flexible Premium Variable Life Account M
Statement of Assets and Liability (continued)
December 31, 1999
<TABLE>
<CAPTION>
                                                                                   OCC
                                   MFS                     AMT                     ACCUMULATION  OCC           TEMPLETON
                                   TOTAL       MFS         MID-CAP     AMT         GLOBAL        ACCUMULATION  ASSET
                                   RETURN      UTILITIES   GROWTH      PARTNERS    EQUITY        MANAGED       ALLOCATION
                                   SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT    SUBACCOUNT    SUBACCOUNT
   <S>                             <C>         <C>         <C>         <C>         <C>           <C>           <C>
   ----------------------------------------------------------------------------------------------------------------------
   Assets
     Investments at
     Market--Affiliated
     (Cost $27,626,132)            $      --   $      --   $      --   $      --   $      --     $      --     $      --
     Investments at
     Market--Unaffiliated
     (Cost $79,563,067)            2,620,778   1,874,323     689,832     180,986     586,589       832,378       305,090
   ------------------------------  ---------   ---------   ----------  ----------  ------------  ------------  ----------
     Total Investments             2,620,778   1,874,323     689,832     180,986     586,589       832,378       305,090
     Dividend Receivable                  --          --          --          --          --            --            --
   Total Assets                    2,620,778   1,874,323     689,832     180,986     586,589       832,378       305,090
   Liability--
   Payable to The Lincoln
      National Life Insurance
      Company                             56          40          14           4          13            18             7
   ------------------------------  ---------   ---------   ----------  ----------  ------------  ------------  ----------
   NET ASSETS                      $2,620,722  $1,874,283  $ 689,818   $ 180,982   $ 586,576     $ 832,360     $ 305,083
   ------------------------------  =========   =========   ==========  ==========  ============  ============  ==========
   Percent of net assets                2.19%       1.57%       0.58%       0.15%       0.49%         0.70%         0.26%
   ------------------------------  =========   =========   ==========  ==========  ============  ============  ==========

   Net assets are represented by:
   VUL I Policies:
     Units in accumulation period    176,952      91,206          --          --      47,556        81,740        25,362
     Unit value                    $  10.623   $  14.003   $      --   $      --   $  12.334     $  10.183     $  12.029
   ------------------------------  ---------   ---------   ----------  ----------  ------------  ------------  ----------
                                   1,879,685   1,277,133          --          --     586,576       832,360       305,083
   ------------------------------  ---------   ---------   ----------  ----------  ------------  ------------  ----------
   LVUL Policies:
     Units in accumulation period     73,463      48,482      45,686      18,919          --            --            --
     Unit value                    $   9.837   $  12.170   $  15.069   $   9.513   $      --     $      --     $      --
   ------------------------------  ---------   ---------   ----------  ----------  ------------  ------------  ----------
                                     722,651     590,017     688,461     179,970          --            --            --
   ------------------------------  ---------   ---------   ----------  ----------  ------------  ------------  ----------
   VUL-DB Policies:
     Units in accumulation period      1,760         592          89          89          --            --            --
     Unit value                    $  10.448   $  12.059   $  15.277   $  11.386   $      --     $      --     $      --
   ------------------------------  ---------   ---------   ----------  ----------  ------------  ------------  ----------
                                      18,386       7,133       1,357       1,012          --            --            --
   ------------------------------  ---------   ---------   ----------  ----------  ------------  ------------  ----------
   NET ASSETS                      $2,620,722  $1,874,283  $ 689,818   $ 180,982   $ 586,576     $ 832,360     $ 305,083
   ------------------------------  =========   =========   ==========  ==========  ============  ============  ==========

<CAPTION>

                                                  TEMPLETON                  TEMPLETON
                                   TEMPLETON      INTERNATIONAL  TEMPLETON   STOCK
                                   INTERNATIONAL  CLASS 2        STOCK       CLASS 2
                                   SUBACCOUNT     SUBACCOUNT     SUBACCOUNT  SUBACCOUNT
   <S>                             <C>            <C>            <C>         <C>
   ------------------------------
   Assets
     Investments at
     Market--Affiliated
     (Cost $27,626,132)            $         --   $         --   $      --   $       --
     Investments at
     Market--Unaffiliated
     (Cost $79,563,067)               3,106,566      1,308,007     509,120       67,325
   ------------------------------  -------------  -------------  ----------  ----------
     Total Investments                3,106,566      1,308,007     509,120       67,325
     Dividend Receivable                     --             --          --           --
   Total Assets                       3,106,566      1,308,007     509,120       67,325
   Liability--
   Payable to The Lincoln
      National Life Insurance
      Company                                67             27          11            1
   ------------------------------  -------------  -------------  ----------  ----------
   NET ASSETS                      $  3,106,499   $  1,307,980   $ 509,109   $   67,324
   ------------------------------  =============  =============  ==========  ==========
   Percent of net assets                   2.60%          1.09%       0.43%        0.06%
   ------------------------------  =============  =============  ==========  ==========
   Net assets are represented by:
   VUL I Policies:
     Units in accumulation period       263,418             --      42,937           --
     Unit value                    $     11.793   $         --   $  11.857   $       --
   ------------------------------  -------------  -------------  ----------  ----------
                                      3,106,499             --     509,109           --
   ------------------------------  -------------  -------------  ----------  ----------
   LVUL Policies:
     Units in accumulation period            --        115,540          --        5,620
     Unit value                    $         --   $     11.267   $      --   $   11.540
   ------------------------------  -------------  -------------  ----------  ----------
                                             --      1,301,803          --       64,855
   ------------------------------  -------------  -------------  ----------  ----------
   VUL-DB Policies:
     Units in accumulation period            --            528          --          205
     Unit value                    $         --   $     11.696   $      --   $   12.069
   ------------------------------  -------------  -------------  ----------  ----------
                                             --          6,177          --        2,469
   ------------------------------  -------------  -------------  ----------  ----------
   NET ASSETS                      $  3,106,499   $  1,307,980   $ 509,109   $   67,324
   ------------------------------  =============  =============  ==========  ==========
</TABLE>

See accompanying notes.

                                                                             M-5
<PAGE>
Lincoln Life Flexible Premium Variable Life Account M
Statements of Operations
Period from June 18, 1998 to December 31, 1998 and the Year Ended December 31,
1999
<TABLE>
<CAPTION>

                                               AIM V.I.      AIM V.I.                 AIM V.I.                     AVIS
                                               CAPITAL       DIVERSIFIED  AIM V.I.    INTERNATIONAL  AIM V.I.      GROWTH
                                               APPRECIATION  INCOME       GROWTH      EQUITY         VALUE         CLASS 2
                                   COMBINED    SUBACCOUNT    SUBACCOUNT   SUBACCOUNT  SUBACCOUNT     SUBACCOUNT    SUBACCOUNT
   <S>                             <C>         <C>           <C>          <C>         <C>            <C>           <C>
   --------------------------------------------------------------------------------------------------------------------------
   Period From June 18, 1998 to December 31, 1998
   Net Investment Income (Loss):
     Dividends from investment
        income                     $   38,020  $       508   $    7,032   $    2,314  $       --     $      3,875  $    --
     Dividends from net realized
        gains on investments          119,630        9,006        2,243       43,375          --           34,275       --
     Mortality and expense
        guarantees - VUL I            (12,114)        (528)        (244)        (893)         --             (797)      --
   ------------------------------  ----------  ------------  ----------   ----------  -------------  ------------  ----------
   NET INVESTMENT INCOME (LOSS)       145,536        8,986        9,031       44,796          --           37,353       --
   Net Realized and Unrealized
      Gain (Loss) on Investments:
     Net realized gain (loss) on
        investments                    13,135          572         (231)       1,004          --            2,502       --
     Net change in unrealized
        appreciation or
        depreciation on
        investments                   502,853       44,531       (7,193)      70,745          --           69,059       --
   ------------------------------  ----------  ------------  ----------   ----------  -------------  ------------  ----------
   NET REALIZED AND UNREALIZED
      GAIN (LOSS) ON INVESTMENTS      515,988       45,103       (7,424)      71,749          --           71,561       --
   ------------------------------  ----------  ------------  ----------   ----------  -------------  ------------  ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                   $  661,524  $    54,089   $    1,607   $  116,545  $       --     $    108,914  $    --
   ------------------------------  ==========  ============  ==========   ==========  =============  ============  ==========

   Year Ended December 31, 1999
   Net Investment Income (Loss):
     Dividends from investment
        income                     $  708,072  $     2,374   $   28,453   $   19,481  $      827     $     32,972  $    --
     Dividends from net realized
        gains on investments        1,043,858       74,078           --      341,494       3,472          172,422    1,059
     Mortality and expense
        guarantees:
       VUL I                         (270,610)     (14,995)      (2,683)     (21,104)         --          (29,392)      --
       LVUL                           (82,320)          --           --       (9,893)       (195)         (10,866)      --
       VUL-DB                            (311)          --           --          (18)         (2)             (23)      (8)
   ------------------------------  ----------  ------------  ----------   ----------  -------------  ------------  ----------
   NET INVESTMENT INCOME (LOSS)     1,398,689       61,457       25,770      329,960       4,102          165,113    1,051
   Net Realized and Unrealized
      Gain (Loss) on Investments:
     Net realized gain (loss) on
        investments                   528,621       57,689       (1,348)      82,345         282           94,081        2
     Net change in unrealized
        appreciation or
        depreciation on
        investments                11,833,812      894,541      (32,495)   1,409,677      33,598        1,487,488      622
   ------------------------------  ----------  ------------  ----------   ----------  -------------  ------------  ----------
   NET REALIZED AND UNREALIZED
      GAIN (LOSS) ON INVESTMENTS   12,362,433      952,230      (33,843)   1,492,022      33,880        1,581,569      624
   ------------------------------  ----------  ------------  ----------   ----------  -------------  ------------  ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                   $13,761,122 $ 1,013,687   $   (8,073)  $1,821,982  $   37,982     $  1,746,682  $ 1,675
   ------------------------------  ==========  ============  ==========   ==========  =============  ============  ==========

<CAPTION>
                                   AVIS        AVIS                        BT
                                   GROWTH &    GLOBAL SMALL    BARON       EAFE
                                   INCOME      CAPITALIZATION  CAPITAL     EQUITY
                                   CLASS 2     CLASS 2         ASSET       INDEX
                                   SUBACCOUNT  SUBACCOUNT      SUBACCOUNT  SUBACCOUNT
   <S>                             <C>         <C>             <C>         <C>
   ------------------------------
   Period From June 18, 1998 to D
   Net Investment Income (Loss):
     Dividends from investment
        income                     $    --     $     --        $     --    $       --
     Dividends from net realized
        gains on investments            --           --              --            --
     Mortality and expense
        guarantees - VUL I              --           --              --            --
   ------------------------------  ----------  --------------  ----------  ----------
   NET INVESTMENT INCOME (LOSS)         --           --              --            --
   Net Realized and Unrealized
      Gain (Loss) on Investments:
     Net realized gain (loss) on
        investments                     --           --              --            --
     Net change in unrealized
        appreciation or
        depreciation on
        investments                     --           --              --            --
   ------------------------------  ----------  --------------  ----------  ----------
   NET REALIZED AND UNREALIZED
      GAIN (LOSS) ON INVESTMENTS        --           --              --            --
   ------------------------------  ----------  --------------  ----------  ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                   $    --     $     --        $     --    $       --
   ------------------------------  ==========  ==============  ==========  ==========
   Year Ended December 31, 1999
   Net Investment Income (Loss):
     Dividends from investment
        income                     $     5     $     --        $      1    $    9,596
     Dividends from net realized
        gains on investments           211          107              11        17,927
     Mortality and expense
        guarantees:
       VUL I                            --           --              --            --
       LVUL                             --           --            (263)         (654)
       VUL-DB                           (2)          (2)             (2)           (3)
   ------------------------------  ----------  --------------  ----------  ----------
   NET INVESTMENT INCOME (LOSS)        214          105            (253)       26,866
   Net Realized and Unrealized
      Gain (Loss) on Investments:
     Net realized gain (loss) on
        investments                     (1)           6            (623)        2,214
     Net change in unrealized
        appreciation or
        depreciation on
        investments                   (100)         195          29,918        39,201
   ------------------------------  ----------  --------------  ----------  ----------
   NET REALIZED AND UNREALIZED
      GAIN (LOSS) ON INVESTMENTS      (101)         201          29,295        41,415
   ------------------------------  ----------  --------------  ----------  ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                   $   113     $    306        $ 29,042    $   68,281
   ------------------------------  ==========  ==============  ==========  ==========
</TABLE>

See accompanying notes.

M-6
<PAGE>
Lincoln Life Flexible Premium Variable Life Account M
Statements of Operations (continued)
Period from June 18, 1998 to December 31, 1998 and the Year Ended December 31,
1999
<TABLE>
<CAPTION>
                                                                                   DELAWARE    DELAWARE
                                   BT          BT          DELAWARE    DELAWARE    PREMIUM     PREMIUM     DELAWARE    DELAWARE
                                   EQUITY      SMALL       PREMIUM     PREMIUM     EMERGING    SMALL       PREMIUM     PREMIUM
                                   500 INDEX   CAP INDEX   DELCHESTER  DEVON       MARKETS     CAP VALUE   REIT        TREND
                                   SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
   <S>                             <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
   ------------------------------------------------------------------------------------------------------------------------------
   Period From June 18, 1998 to December 31, 1998
   Net Investment Income (Loss):
     Dividends from investment
        income                     $   4,231   $     --    $     --    $   --      $      --   $      --   $      --   $      --
     Dividends from net realized
        gains on investments          27,082         --          --        --             --          --          --          --
     Mortality and expense
        guarantees - VUL I            (2,531)        --          --        --            (17)       (247)         --        (225)
   ------------------------------  ---------   ----------  ----------  ----------  ----------  ----------  ----------  ----------
   NET INVESTMENT INCOME (LOSS)       28,782         --          --        --            (17)       (247)         --        (225)
   Net Realized and Unrealized
      Gain (Loss) on Investments:
     Net realized gain (loss) on
        investments                    3,674         --          --        --            (75)        946          --         593
     Net change in unrealized
        appreciation or
        depreciation on
        investments                  111,040         --          --        --           (512)     19,663          --      30,739
   ------------------------------  ---------   ----------  ----------  ----------  ----------  ----------  ----------  ----------
   NET REALIZED AND UNREALIZED
      GAIN (LOSS) ON INVESTMENTS     114,714         --          --        --           (587)     20,609          --      31,332
   ------------------------------  ---------   ----------  ----------  ----------  ----------  ----------  ----------  ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                   $ 143,496   $     --    $     --    $   --      $    (604)  $  20,362   $      --   $  31,107
   ------------------------------  =========   ==========  ==========  ==========  ==========  ==========  ==========  ==========
   Year Ended December 31, 1999
   Net Investment Income (Loss):
     Dividends from investment
        income                     $ 125,411   $  4,719    $  4,476    $   --      $     747   $   7,394   $      --   $      46
     Dividends from net realized
        gains on investments          58,975     13,510          --        --             --       3,033          --          --
     Mortality and expense
        guarantees:
       VUL I                         (57,431)        --          --        --         (1,046)     (8,959)         --      (7,115)
       LVUL                          (12,968)      (508)       (308)      (57)          (395)       (600)        (15)     (1,652)
       VUL-DB                            (13)        (2)         (2)       (2)            (6)         (2)         (2)         (5)
   ------------------------------  ---------   ----------  ----------  ----------  ----------  ----------  ----------  ----------
   NET INVESTMENT INCOME (LOSS)      113,974     17,719       4,166       (59)          (700)        866         (17)     (8,726)
   Net Realized and Unrealized
      Gain (Loss) on Investments:
     Net realized gain (loss) on
        investments                  121,178        614        (227)      140            618     (14,536)        (19)     22,249
     Net change in unrealized
        appreciation or
        depreciation on
        investments                1,738,936     38,073      (3,867)      812        106,630     (17,712)         47     899,442
   ------------------------------  ---------   ----------  ----------  ----------  ----------  ----------  ----------  ----------
   NET REALIZED AND UNREALIZED
      GAIN (LOSS) ON INVESTMENTS   1,860,114     38,687      (4,094)      952        107,248     (32,248)         28     921,691
   ------------------------------  ---------   ----------  ----------  ----------  ----------  ----------  ----------  ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                   $1,974,088  $ 56,406    $     72    $  893      $ 106,548   $ (31,382)  $      11   $ 912,965
   ------------------------------  =========   ==========  ==========  ==========  ==========  ==========  ==========  ==========

<CAPTION>
                                   FIDELITY    FIDELITY    FIDELITY
                                   VIP         VIP II      VIP II
                                   EQUITY-     ASSET       CONTRAFUND
                                   INCOME      MANAGER     SERVICE CLASS
                                   SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
   <S>                             <C>         <C>         <C>
   ------------------------------
   Period From June 18, 1998 to D
   Net Investment Income (Loss):
     Dividends from investment
        income                     $      --   $     --    $          --
     Dividends from net realized
        gains on investments              --         --               --
     Mortality and expense
        guarantees - VUL I              (881)       (73)              --
   ------------------------------  ----------  ----------  -------------
   NET INVESTMENT INCOME (LOSS)         (881)       (73)              --
   Net Realized and Unrealized
      Gain (Loss) on Investments:
     Net realized gain (loss) on
        investments                    1,374        362               --
     Net change in unrealized
        appreciation or
        depreciation on
        investments                   48,819      4,003               --
   ------------------------------  ----------  ----------  -------------
   NET REALIZED AND UNREALIZED
      GAIN (LOSS) ON INVESTMENTS      50,193      4,365               --
   ------------------------------  ----------  ----------  -------------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                   $  49,312   $  4,292    $          --
   ------------------------------  ==========  ==========  =============
   Year Ended December 31, 1999
   Net Investment Income (Loss):
     Dividends from investment
        income                     $  18,261   $  4,204    $          --
     Dividends from net realized
        gains on investments          40,365      5,324               --
     Mortality and expense
        guarantees:
       VUL I                         (23,929)    (3,903)              --
       LVUL                               --         --           (3,052)
       VUL-DB                             --         --               (8)
   ------------------------------  ----------  ----------  -------------
   NET INVESTMENT INCOME (LOSS)       34,697      5,625           (3,060)
   Net Realized and Unrealized
      Gain (Loss) on Investments:
     Net realized gain (loss) on
        investments                    5,664      1,235            8,471
     Net change in unrealized
        appreciation or
        depreciation on
        investments                  (12,316)    55,916          213,827
   ------------------------------  ----------  ----------  -------------
   NET REALIZED AND UNREALIZED
      GAIN (LOSS) ON INVESTMENTS      (6,652)    57,151          222,298
   ------------------------------  ----------  ----------  -------------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                   $  28,045   $ 62,776    $     219,238
   ------------------------------  ==========  ==========  =============
</TABLE>

See accompanying notes.

                                                                             M-7
<PAGE>
Lincoln Life Flexible Premium Variable Life Account M
Statements of Operations (continued)
Period from June 18, 1998 to December 31, 1998 and the Year Ended December 31,
1999
<TABLE>
<CAPTION>
                                               FIDELITY                   JANUS
                                   FIDELITY    VIP III        JANUS       ASPEN
                                   VIP II      GROWTH         ASPEN       SERIES                  LN            LN
                                   INVESTMENT  OPPORTUNITIES  SERIES      WORLDWIDE   LN          CAPITAL       EQUITY-
                                   GRADE BOND  SERVICE CLASS  BALANCED    GROWTH      BOND        APPRECIATION  INCOME
                                   SUBACCOUNT  SUBACCOUNT     SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT    SUBACCOUNT
   <S>                             <C>         <C>            <C>         <C>         <C>         <C>           <C>
   -----------------------------------------------------------------------------------------------------------------------
   Period From June 18, 1998 to December 31, 1998
   Net Investment Income (Loss):
     Dividends from investment
        income                     $      --   $        --    $      --   $      --   $      --   $        --   $    --
     Dividends from net realized
        gains on investments              --            --           --          --          --            --        --
     Mortality and expense
        guarantees - VUL I              (461)           --           --          --          --            --        --
   ------------------------------  ----------  -------------  ----------  ----------  ----------  ------------  ----------
   NET INVESTMENT INCOME (LOSS)         (461)           --           --          --          --            --        --
   Net Realized and Unrealized
      Gain (Loss) on Investments:
     Net realized gain (loss) on
        investments                       72            --           --          --          --            --        --
     Net change in unrealized
        appreciation or
        depreciation on
        investments                    5,094            --           --          --          --            --        --
   ------------------------------  ----------  -------------  ----------  ----------  ----------  ------------  ----------
   NET REALIZED AND UNREALIZED
      GAIN (LOSS) ON INVESTMENTS       5,166            --           --          --          --            --        --
   ------------------------------  ----------  -------------  ----------  ----------  ----------  ------------  ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                   $   4,705   $        --    $      --   $      --   $      --   $        --   $    --
   ------------------------------  ==========  =============  ==========  ==========  ==========  ============  ==========
   Year Ended December 31, 1999
   Net Investment Income (Loss):
     Dividends from investment
        income                     $  21,279   $        --    $  31,010   $       3   $  21,511   $        --   $   297
     Dividends from net realized
        gains on investments           6,676            --           --          --          --            --        --
     Mortality and expense
        guarantees:
       VUL I                         (11,282)           --           --          --          --            --        --
       LVUL                               --        (1,669)      (3,457)     (4,060)     (1,523)       (2,227)     (153)
       VUL-DB                             --            (2)         (11)        (14)         (3)          (13)       (2)
   ------------------------------  ----------  -------------  ----------  ----------  ----------  ------------  ----------
   NET INVESTMENT INCOME (LOSS)       16,673        (1,671)      27,542      (4,071)     19,985        (2,240)      142
   Net Realized and Unrealized
      Gain (Loss) on Investments:
     Net realized gain (loss) on
        investments                   (6,618)       (2,551)      15,984      13,553        (144)       24,904       519
     Net change in unrealized
        appreciation or
        depreciation on
        investments                  (28,284)       35,718      187,623     718,343     (45,375)      209,924     7,477
   ------------------------------  ----------  -------------  ----------  ----------  ----------  ------------  ----------
   NET REALIZED AND UNREALIZED
      GAIN (LOSS) ON INVESTMENTS     (34,902)       33,167      203,607     731,896     (45,519)      234,828     7,996
   ------------------------------  ----------  -------------  ----------  ----------  ----------  ------------  ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                   $ (18,229)  $    31,496    $ 231,149   $ 727,825   $ (25,534)  $   232,588   $ 8,138
   ------------------------------  ==========  =============  ==========  ==========  ==========  ============  ==========

<CAPTION>

                                   LN
                                   GLOBAL      LN          LN          MFS
                                   ASSET       MONEY       SOCIAL      EMERGING
                                   ALLOCATION  MARKET      AWARENESS   GROWTH
                                   SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
   <S>                             <C>         <C>         <C>         <C>
   ------------------------------
   Period From June 18, 1998 to D
   Net Investment Income (Loss):
     Dividends from investment
        income                     $    --     $  19,001   $     --    $        --
     Dividends from net realized
        gains on investments            --            --         --             --
     Mortality and expense
        guarantees - VUL I              --        (3,216)        --           (252)
   ------------------------------  ----------  ----------  ----------  -----------
   NET INVESTMENT INCOME (LOSS)         --        15,785         --           (252)
   Net Realized and Unrealized
      Gain (Loss) on Investments:
     Net realized gain (loss) on
        investments                     --            --         --            592
     Net change in unrealized
        appreciation or
        depreciation on
        investments                     --            --         --         41,059
   ------------------------------  ----------  ----------  ----------  -----------
   NET REALIZED AND UNREALIZED
      GAIN (LOSS) ON INVESTMENTS        --            --         --         41,651
   ------------------------------  ----------  ----------  ----------  -----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                   $    --     $  15,785   $     --    $    41,399
   ------------------------------  ==========  ==========  ==========  ===========
   Year Ended December 31, 1999
   Net Investment Income (Loss):
     Dividends from investment
        income                     $   374     $ 293,414   $  1,906    $        --
     Dividends from net realized
        gains on investments            --            --         --             --
     Mortality and expense
        guarantees:
       VUL I                            --       (34,391)        --        (10,782)
       LVUL                           (133)      (13,538)    (1,071)        (8,916)
       VUL-DB                           (2)         (135)        (2)           (10)
   ------------------------------  ----------  ----------  ----------  -----------
   NET INVESTMENT INCOME (LOSS)        239       245,350        833        (19,708)
   Net Realized and Unrealized
      Gain (Loss) on Investments:
     Net realized gain (loss) on
        investments                     12            --      2,621         61,460
     Net change in unrealized
        appreciation or
        depreciation on
        investments                  6,950            --     41,921      2,881,313
   ------------------------------  ----------  ----------  ----------  -----------
   NET REALIZED AND UNREALIZED
      GAIN (LOSS) ON INVESTMENTS     6,962            --     44,542      2,942,773
   ------------------------------  ----------  ----------  ----------  -----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                   $ 7,201     $ 245,350   $ 45,375    $ 2,923,065
   ------------------------------  ==========  ==========  ==========  ===========
</TABLE>

See accompanying notes.

M-8
<PAGE>
Lincoln Life Flexible Premium Variable Life Account M
Statements of Operations (continued)
Period from June 18, 1998 to December 31, 1998 and the Year Ended December 31,
1999
<TABLE>
<CAPTION>
                                                                                   OCC
                                   MFS                     AMT                     ACCUMULATION  OCC           TEMPLETON
                                   TOTAL       MFS         MID-CAP     AMT         GLOBAL        ACCUMULATION  ASSET
                                   RETURN      UTILITIES   GROWTH      PARTNERS    EQUITY        MANAGED       ALLOCATION
                                   SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT    SUBACCOUNT    SUBACCOUNT
   <S>                             <C>         <C>         <C>         <C>         <C>           <C>           <C>
   ----------------------------------------------------------------------------------------------------------------------
   Period From June 18, 1998 to December 31, 1998
   Net Investment Income (Loss):
     Dividends from investment
        income                     $      --   $      --   $      --   $    --     $   1,059     $     --      $     --
     Dividends from net realized
        gains on investments              --          --          --        --         3,647            2            --
     Mortality and expense
        guarantees - VUL I              (451)       (319)         --        --          (104)        (140)          (45)
   ------------------------------  ----------  ----------  ----------  ----------  ------------  ------------  ----------
   NET INVESTMENT INCOME (LOSS)         (451)       (319)         --        --         4,602         (138)          (45)
   Net Realized and Unrealized
      Gain (Loss) on Investments:
     Net realized gain (loss) on
        investments                      599         600          --        --           660           85           234
     Net change in unrealized
        appreciation or
        depreciation on
        investments                   18,520      15,337          --        --         1,012        4,808         2,272
   ------------------------------  ----------  ----------  ----------  ----------  ------------  ------------  ----------
   NET REALIZED AND UNREALIZED
      GAIN (LOSS) ON INVESTMENTS      19,119      15,937          --        --         1,672        4,893         2,506
   ------------------------------  ----------  ----------  ----------  ----------  ------------  ------------  ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                   $  18,668   $  15,618   $      --   $    --     $   6,274     $  4,755      $  2,461
   ------------------------------  ==========  ==========  ==========  ==========  ============  ============  ==========

   Year Ended December 31, 1999
   Net Investment Income (Loss):
     Dividends from investment
        income                     $  23,209   $   7,124   $      --   $    --     $   7,695     $  3,979      $  1,857
     Dividends from net realized
        gains on investments          43,039      35,818          --        --        80,398        8,929        10,335
     Mortality and expense
        guarantees:
       VUL I                         (11,122)     (6,403)         --        --        (2,314)      (4,000)       (1,295)
       LVUL                           (1,110)       (853)       (774)     (436)           --           --            --
       VUL-DB                             (9)         (3)         (2)       (2)           --           --            --
   ------------------------------  ----------  ----------  ----------  ----------  ------------  ------------  ----------
   NET INVESTMENT INCOME (LOSS)       54,007      35,683        (776)     (438)       85,779        8,908        10,897
   Net Realized and Unrealized
      Gain (Loss) on Investments:
     Net realized gain (loss) on
        investments                    1,031      20,214       7,203    (2,057)        5,559          851            48
     Net change in unrealized
        appreciation or
        depreciation on
        investments                  (24,617)    281,617     159,991     4,883       (20,051)      (1,286)       23,978
   ------------------------------  ----------  ----------  ----------  ----------  ------------  ------------  ----------
   NET REALIZED AND UNREALIZED
      GAIN (LOSS) ON INVESTMENTS     (23,586)    301,831     167,194     2,826       (14,492)        (435)       24,026
   ------------------------------  ----------  ----------  ----------  ----------  ------------  ------------  ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                   $  30,421   $ 337,514   $ 166,418   $ 2,388     $  71,287     $  8,473      $ 34,923
   ------------------------------  ==========  ==========  ==========  ==========  ============  ============  ==========

<CAPTION>

                                                  TEMPLETON                  TEMPLETON
                                   TEMPLETON      INTERNATIONAL  TEMPLETON   STOCK
                                   INTERNATIONAL  CLASS 2        STOCK       CLASS 2
                                   SUBACCOUNT     SUBACCOUNT     SUBACCOUNT  SUBACCOUNT
   <S>                             <C>            <C>            <C>         <C>
   ------------------------------
   Period From June 18, 1998 to D
   Net Investment Income (Loss):
     Dividends from investment
        income                     $        --    $       --     $     --    $       --
     Dividends from net realized
        gains on investments                --            --           --            --
     Mortality and expense
        guarantees - VUL I                (582)           --         (108)           --
   ------------------------------  -------------  -------------  ----------  ----------
   NET INVESTMENT INCOME (LOSS)           (582)           --         (108)           --
   Net Realized and Unrealized
      Gain (Loss) on Investments:
     Net realized gain (loss) on
        investments                       (357)           --          (71)           --
     Net change in unrealized
        appreciation or
        depreciation on
        investments                     21,136            --        2,721            --
   ------------------------------  -------------  -------------  ----------  ----------
   NET REALIZED AND UNREALIZED
      GAIN (LOSS) ON INVESTMENTS        20,779            --        2,650            --
   ------------------------------  -------------  -------------  ----------  ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                   $    20,197    $       --     $  2,542    $       --
   ------------------------------  =============  =============  ==========  ==========
   Year Ended December 31, 1999
   Net Investment Income (Loss):
     Dividends from investment
        income                     $    32,375    $       --     $  3,072    $       --
     Dividends from net realized
        gains on investments           112,459            --       14,216            --
     Mortality and expense
        guarantees:
       VUL I                           (16,129)           --       (2,335)           --
       LVUL                                 --          (906)          --           (68)
       VUL-DB                               --             3           --            (2)
   ------------------------------  -------------  -------------  ----------  ----------
   NET INVESTMENT INCOME (LOSS)        128,705          (903)      14,953           (70)
   Net Realized and Unrealized
      Gain (Loss) on Investments:
     Net realized gain (loss) on
        investments                      6,081           (86)        (193)          196
     Net change in unrealized
        appreciation or
        depreciation on
        investments                    348,831        86,846       69,824         5,753
   ------------------------------  -------------  -------------  ----------  ----------
   NET REALIZED AND UNREALIZED
      GAIN (LOSS) ON INVESTMENTS       354,912        86,760       69,631         5,949
   ------------------------------  -------------  -------------  ----------  ----------
   NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                   $   483,617    $   85,857     $ 84,584    $    5,879
   ------------------------------  =============  =============  ==========  ==========
</TABLE>

See accompanying notes.

                                                                             M-9
<PAGE>
Lincoln Life Flexible Premium Variable Life Account M
Statement of Changes in Net Assets
Period from June 18, 1998 to December 31, 1998 and the Year Ended December 31,
1999
<TABLE>
<CAPTION>
                                                AIM           AIM                       AIM
                                                V.I.          V.I.         AIM          V.I.           AIM            AVIS
                                                CAPITAL       DIVERSIFIED  V.I.         INTERNATIONAL  V.I.           GROWTH
                                                APPRECIATION  INCOME       GROWTH       EQUITY         VALUE          CLASS 2
                                   COMBINED     SUBACCOUNT    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT     SUBACCOUNT     SUBACCOUNT
   <S>                             <C>          <C>           <C>          <C>          <C>            <C>            <C>
   -----------------------------------------------------------------------------------------------------------------------------
   Changes From Operations:
     Net investment income (loss)  $   145,536  $     8,986   $    9,031   $    44,796  $        --    $      37,353  $     --
     Net realized gain (loss) on
     investments                        13,135          572         (231)        1,004           --            2,502        --
     Net change in unrealized
     appreciation or
       depreciation on
     investments                       502,853       44,531       (7,193)       70,745           --           69,059        --
   ------------------------------  -----------  ------------  ----------   -----------  -------------  -------------  ----------
   Net Increase (Decrease) In Net
      Assets Resulting From
      Operations                       661,524       54,089        1,607       116,545           --          108,914        --
   Change From Unit Transactions:
     Participant purchases          20,516,015      440,198      220,792       871,193           --        1,007,254        --
     Participant withdrawals        (6,789,814)     (27,149)     (42,127)      (56,295)          --          (61,324)       --
   ------------------------------  -----------  ------------  ----------   -----------  -------------  -------------  ----------
   Net Increase In Net Assets
      Resulting From Unit
      Transactions                  13,726,201      413,049      178,665       814,898           --          945,930        --
   ------------------------------  -----------  ------------  ----------   -----------  -------------  -------------  ----------
   Total Increase In Net Assets     14,387,725      467,138      180,272       931,443           --        1,054,844        --
   ------------------------------  -----------  ------------  ----------   -----------  -------------  -------------  ----------
   Net Assets At December 31,
      1998                          14,387,725      467,138      180,272       931,443           --        1,054,844        --
   Changes From Operations:
     Net investment income (loss)    1,398,689       61,457       25,770       329,960        4,102          165,113     1,051
     Net realized gain (loss) on
     investments                       528,621       57,689       (1,348)       82,345          282           94,081         2
     Net change in unrealized
     appreciation or
       depreciation on
     investments                    11,833,812      894,541      (32,495)    1,409,677       33,598        1,487,488       622
   ------------------------------  -----------  ------------  ----------   -----------  -------------  -------------  ----------
   Net Increase (Decrease) In Net
      Assets Resulting From
      Operations                    13,761,122    1,013,687       (8,073)    1,821,982       37,982        1,746,682     1,675
   Change From Unit Transactions:
     Participant purchases         139,928,307    2,409,008      354,673     9,187,445      178,708       12,407,218    49,345
     Participant withdrawals       (48,553,197)    (324,017)     (66,027)     (901,664)      (7,977)      (1,112,168)   (2,701)
   ------------------------------  -----------  ------------  ----------   -----------  -------------  -------------  ----------
   Net Increase In Net Assets
      Resulting From Unit
      Transactions                  91,375,110    2,084,991      288,646     8,285,781      170,731       11,295,050    46,644
   ------------------------------  -----------  ------------  ----------   -----------  -------------  -------------  ----------
   Total Increase In Net Assets    105,136,232    3,098,678      280,573    10,107,763      208,713       13,041,732    48,319
   ------------------------------  -----------  ------------  ----------   -----------  -------------  -------------  ----------
   Net Assets At December 31,
      1999                         $119,523,957 $ 3,565,816   $  460,845   $11,039,206  $   208,713    $  14,096,576  $ 48,319
   ------------------------------  ===========  ============  ==========   ===========  =============  =============  ==========

<CAPTION>
                                   AVIS        AVIS
                                   GROWTH &    GLOBAL SMALL    BARON       BT
                                   INCOME      CAPITALIZATION  CAPITAL     EAFE
                                   CLASS 2     CLASS 2         ASSET       EQUITY INDEX
                                   SUBACCOUNT  SUBACCOUNT      SUBACCOUNT  SUBACCOUNT
   <S>                             <C>         <C>             <C>         <C>
   ------------------------------
   Changes From Operations:
     Net investment income (loss)  $    --     $      --       $      --   $         --
     Net realized gain (loss) on
     investments                        --            --              --             --
     Net change in unrealized
     appreciation or
       depreciation on
     investments                        --            --              --             --
   ------------------------------  ----------  --------------  ----------  ------------
   Net Increase (Decrease) In Net
      Assets Resulting From
      Operations                        --            --              --             --
   Change From Unit Transactions:
     Participant purchases              --            --              --             --
     Participant withdrawals            --            --              --             --
   ------------------------------  ----------  --------------  ----------  ------------
   Net Increase In Net Assets
      Resulting From Unit
      Transactions                      --            --              --             --
   ------------------------------  ----------  --------------  ----------  ------------
   Total Increase In Net Assets         --            --              --             --
   ------------------------------  ----------  --------------  ----------  ------------
   Net Assets At December 31,
      1998                              --            --              --             --
   Changes From Operations:
     Net investment income (loss)      214           105            (253)        26,866
     Net realized gain (loss) on
     investments                        (1)            6            (623)         2,214
     Net change in unrealized
     appreciation or
       depreciation on
     investments                      (100)          195          29,918         39,201
   ------------------------------  ----------  --------------  ----------  ------------
   Net Increase (Decrease) In Net
      Assets Resulting From
      Operations                       113           306          29,042         68,281
   Change From Unit Transactions:
     Participant purchases           1,320           991         295,372        582,674
     Participant withdrawals          (138)         (109)        (25,121)       (37,848)
   ------------------------------  ----------  --------------  ----------  ------------
   Net Increase In Net Assets
      Resulting From Unit
      Transactions                   1,182           882         270,251        544,826
   ------------------------------  ----------  --------------  ----------  ------------
   Total Increase In Net Assets      1,295         1,188         299,293        613,107
   ------------------------------  ----------  --------------  ----------  ------------
   Net Assets At December 31,
      1999                         $ 1,295     $   1,188       $ 299,293   $    613,107
   ------------------------------  ==========  ==============  ==========  ============
</TABLE>

See accompanying notes.

M-10
<PAGE>
Lincoln Life Flexible Premium Variable Life Account M
Statement of Changes in Net Assets (continued)
Period from June 18, 1998 to December 31, 1998 and the Year Ended December 31,
1999
<TABLE>
<CAPTION>
                                                                                   DELAWARE    DELAWARE
                                   BT          BT          DELAWARE    DELAWARE    PREMIUM     PREMIUM     DELAWARE    DELAWARE
                                   EQUITY      SMALL       PREMIUM     PREMIUM     EMERGING    SMALL       PREMIUM     PREMIUM
                                   500 INDEX   CAP INDEX   DELCHESTER  DEVON       MARKETS     CAP VALUE   REIT        TREND
                                   SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
   <S>                             <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
   -------------------------------------------------------------------------------------------------------------------------------
   Changes From Operations:
     Net investment income (loss)  $   28,782  $      --   $      --   $     --    $     (17)  $     (247) $    --     $      (225)
     Net realized gain (loss) on
     investments                        3,674         --          --         --          (75)         946       --             593
     Net change in unrealized
     appreciation or
       depreciation on
     investments                      111,040         --          --         --         (512)      19,663       --          30,739
   ------------------------------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  -----------
   Net Increase (Decrease) In Net
      Assets Resulting From
      Operations                      143,496         --          --         --         (604)      20,362       --          31,107
   Change From Unit Transactions:
     Participant purchases          2,738,345         --          --         --       15,958      278,003       --         316,822
     Participant withdrawals          (53,631)        --          --         --       (1,610)     (18,198)      --         (10,588)
   ------------------------------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  -----------
   Net Increase In Net Assets
      Resulting From Unit
      Transactions                  2,684,714         --          --         --       14,348      259,805       --         306,234
   ------------------------------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  -----------
   Total Increase In Net Assets     2,828,210         --          --         --       13,744      280,167       --         337,341
   ------------------------------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  -----------
   Net Assets At December 31,
      1998                          2,828,210         --          --         --       13,744      280,167       --         337,341
   Changes From Operations:
     Net investment income (loss)     113,974     17,719       4,166        (59)        (700)         866      (17)         (8,726)
     Net realized gain (loss) on
     investments                      121,178        614        (227)       140          618      (14,536)     (19)         22,249
     Net change in unrealized
     appreciation or
       depreciation on
     investments                    1,738,936     38,073      (3,867)       812      106,630      (17,712)      47         899,442
   ------------------------------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  -----------
   Net Increase (Decrease) In Net
      Assets Resulting From
      Operations                    1,974,088     56,406          72        893      106,548      (31,382)      11         912,965
   Change From Unit Transactions:
     Participant purchases         16,329,550    459,957     202,822     70,663      667,277    2,370,132    9,578       2,605,257
     Participant withdrawals       (1,021,337)   (16,234)    (11,012)    (2,381)     (44,689)    (266,984)    (739)       (202,326)
   ------------------------------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  -----------
   Net Increase In Net Assets
      Resulting From Unit
      Transactions                 15,308,213    443,723     191,810     68,282      622,588    2,103,148    8,839       2,402,931
   ------------------------------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  -----------
   Total Increase In Net Assets    17,282,301    500,129     191,882     69,175      729,136    2,071,766    8,850       3,315,896
   ------------------------------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  -----------
   Net Assets At December 31,
      1999                         $20,110,511 $ 500,129   $ 191,882   $ 69,175    $ 742,880   $2,351,933  $ 8,850     $ 3,653,237
   ------------------------------  ==========  ==========  ==========  ==========  ==========  ==========  ==========  ===========

<CAPTION>
                                   FIDELITY     FIDELITY    FIDELITY
                                   VIP          VIP II      VIP II
                                   EQUITY-      ASSET       CONTRAFUND
                                   INCOME       MANAGER     SERVICE CLASS
                                   SUBACCOUNT   SUBACCOUNT  SUBACCOUNT
   <S>                             <C>          <C>         <C>
   ------------------------------
   Changes From Operations:
     Net investment income (loss)  $      (881) $     (73)  $          --
     Net realized gain (loss) on
     investments                         1,374        362              --
     Net change in unrealized
     appreciation or
       depreciation on
     investments                        48,819      4,003              --
   ------------------------------  -----------  ----------  -------------
   Net Increase (Decrease) In Net
      Assets Resulting From
      Operations                        49,312      4,292              --
   Change From Unit Transactions:
     Participant purchases             874,010     86,282              --
     Participant withdrawals           (59,221)    (9,144)             --
   ------------------------------  -----------  ----------  -------------
   Net Increase In Net Assets
      Resulting From Unit
      Transactions                     814,789     77,138              --
   ------------------------------  -----------  ----------  -------------
   Total Increase In Net Assets        864,101     81,430              --
   ------------------------------  -----------  ----------  -------------
   Net Assets At December 31,
      1998                             864,101     81,430              --
   Changes From Operations:
     Net investment income (loss)       34,697      5,625          (3,060)
     Net realized gain (loss) on
     investments                         5,664      1,235           8,471
     Net change in unrealized
     appreciation or
       depreciation on
     investments                       (12,316)    55,916         213,827
   ------------------------------  -----------  ----------  -------------
   Net Increase (Decrease) In Net
      Assets Resulting From
      Operations                        28,045     62,776         219,238
   Change From Unit Transactions:
     Participant purchases           4,049,302    844,190       2,269,529
     Participant withdrawals          (426,450)   (90,989)       (117,183)
   ------------------------------  -----------  ----------  -------------
   Net Increase In Net Assets
      Resulting From Unit
      Transactions                   3,622,852    753,201       2,152,346
   ------------------------------  -----------  ----------  -------------
   Total Increase In Net Assets      3,650,897    815,977       2,371,584
   ------------------------------  -----------  ----------  -------------
   Net Assets At December 31,
      1999                         $ 4,514,998  $ 897,407   $   2,371,584
   ------------------------------  ===========  ==========  =============
</TABLE>

See accompanying notes.

                                                                            M-11
<PAGE>
Lincoln Life Flexible Premium Variable Life Account M
Statement of Changes in Net Assets (continued)
Period from June 18, 1998 to December 31, 1998 and the Year Ended December 31,
1999
<TABLE>
<CAPTION>
                                               FIDELITY                    JANUS
                                   FIDELITY    VIP III        JANUS        ASPEN
                                   VIP II      GROWTH         ASPEN        SERIES                    LN            LN
                                   INVESTMENT  OPPORTUNITIES  SERIES       WORLDWIDE    LN           CAPITAL       EQUITY-
                                   GRADE BOND  SERVICE CLASS  BALANCED     GROWTH       BOND         APPRECIATION  INCOME
                                   SUBACCOUNT  SUBACCOUNT     SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT    SUBACCOUNT
   <S>                             <C>         <C>            <C>          <C>          <C>          <C>           <C>
   --------------------------------------------------------------------------------------------------------------------------
   Changes From Operations:
     Net investment income (loss)  $    (461)  $         --   $        --  $        --  $        --  $        --   $      --
     Net realized gain (loss) on
     investments                          72             --            --           --           --           --          --
     Net change in unrealized
     appreciation or
       depreciation on
     investments                       5,094             --            --           --           --           --          --
   ------------------------------  ---------   -------------  -----------  -----------  -----------  ------------  ----------
   Net Increase (Decrease) In Net
      Assets Resulting From
      Operations                       4,705             --            --           --           --           --          --
   Change From Unit Transactions:
     Participant purchases           474,803             --            --           --           --           --          --
     Participant withdrawals         (30,157)            --            --           --           --           --          --
   ------------------------------  ---------   -------------  -----------  -----------  -----------  ------------  ----------
   Net Increase In Net Assets
      Resulting From Unit
      Transactions                   444,646             --            --           --           --           --          --
   ------------------------------  ---------   -------------  -----------  -----------  -----------  ------------  ----------
   Total Increase In Net Assets      449,351             --            --           --           --           --          --
   ------------------------------  ---------   -------------  -----------  -----------  -----------  ------------  ----------
   Net Assets At December 31,
      1998                           449,351             --            --           --           --           --          --
   Changes From Operations:
     Net investment income (loss)     16,673         (1,671)       27,542       (4,071)      19,985       (2,240)        142
     Net realized gain (loss) on
     investments                      (6,618)        (2,551)       15,984       13,553         (144)      24,904         519
     Net change in unrealized
     appreciation or
       depreciation on
     investments                     (28,284)        35,718       187,623      718,343      (45,375)     209,924       7,477
   ------------------------------  ---------   -------------  -----------  -----------  -----------  ------------  ----------
   Net Increase (Decrease) In Net
      Assets Resulting From
      Operations                     (18,229)        31,496       231,149      727,825      (25,534)     232,588       8,138
   Change From Unit Transactions:
     Participant purchases         2,084,025      1,526,114     2,965,963    3,562,159    2,337,796    2,171,761     214,187
     Participant withdrawals        (202,400)       (72,548)     (187,384)    (197,988)     (61,866)     (96,690)     (7,825)
   ------------------------------  ---------   -------------  -----------  -----------  -----------  ------------  ----------
   Net Increase In Net Assets
      Resulting From Unit
      Transactions                 1,881,625      1,453,566     2,778,579    3,364,171    2,275,930    2,075,071     206,362
   ------------------------------  ---------   -------------  -----------  -----------  -----------  ------------  ----------
   Total Increase In Net Assets    1,863,396      1,485,062     3,009,728    4,091,996    2,250,396    2,307,659     214,500
   ------------------------------  ---------   -------------  -----------  -----------  -----------  ------------  ----------
   Net Assets At December 31,
      1999                         $2,312,747  $  1,485,062   $ 3,009,728  $ 4,091,996  $ 2,250,396  $ 2,307,659   $ 214,500
   ------------------------------  =========   =============  ===========  ===========  ===========  ============  ==========

<CAPTION>

                                   LN
                                   GLOBAL      LN            LN          MFS
                                   ASSET       MONEY         SOCIAL      EMERGING
                                   ALLOCATION  MARKET        AWARENESS   GROWTH
                                   SUBACCOUNT  SUBACCOUNT    SUBACCOUNT  SUBACCOUNT
   <S>                             <C>         <C>           <C>         <C>
   ------------------------------
   Changes From Operations:
     Net investment income (loss)  $      --   $     15,785  $      --   $     (252)
     Net realized gain (loss) on
     investments                          --             --         --          592
     Net change in unrealized
     appreciation or
       depreciation on
     investments                          --             --                  41,059
   ------------------------------  ----------  ------------  ----------  ----------
   Net Increase (Decrease) In Net
      Assets Resulting From
      Operations                          --         15,785         --       41,399
   Change From Unit Transactions:
     Participant purchases                --     10,886,091         --      308,188
     Participant withdrawals              --     (6,303,498)        --      (18,804)
   ------------------------------  ----------  ------------  ----------  ----------
   Net Increase In Net Assets
      Resulting From Unit
      Transactions                        --      4,582,593         --      289,384
   ------------------------------  ----------  ------------  ----------  ----------
   Total Increase In Net Assets           --      4,598,378         --      330,783
   ------------------------------  ----------  ------------  ----------  ----------
   Net Assets At December 31,
      1998                                --      4,598,378         --      330,783
   Changes From Operations:
     Net investment income (loss)        239        245,350        833      (19,708)
     Net realized gain (loss) on
     investments                          12             --      2,621       61,460
     Net change in unrealized
     appreciation or
       depreciation on
     investments                       6,950             --     41,921    2,881,313
   ------------------------------  ----------  ------------  ----------  ----------
   Net Increase (Decrease) In Net
      Assets Resulting From
      Operations                       7,201        245,350     45,375    2,923,065
   Change From Unit Transactions:
     Participant purchases           117,417     52,799,689    556,555    6,133,471
     Participant withdrawals          (5,118)   (41,249,576)   (23,513)    (454,888)
   ------------------------------  ----------  ------------  ----------  ----------
   Net Increase In Net Assets
      Resulting From Unit
      Transactions                   112,299     11,550,113    533,042    5,678,583
   ------------------------------  ----------  ------------  ----------  ----------
   Total Increase In Net Assets      119,500     11,795,463    578,417    8,601,648
   ------------------------------  ----------  ------------  ----------  ----------
   Net Assets At December 31,
      1999                         $ 119,500   $ 16,393,841  $ 578,417   $8,932,431
   ------------------------------  ==========  ============  ==========  ==========
</TABLE>

See accompanying notes.

M-12
<PAGE>
Lincoln Life Flexible Premium Variable Life Account M
Statement of Changes in Net Assets (continued)
Period from June 18, 1998 to December 31, 1998 and the Year Ended December 31,
1999
<TABLE>
<CAPTION>
                                                                                   OCC
                                   MFS                     AMT                     ACCUMULATION  OCC           TEMPLETON
                                   TOTAL       MFS         MID-CAP     AMT         GLOBAL        ACCUMULATION  ASSET
                                   RETURN      UTILITIES   GROWTH      PARTNERS    EQUITY        MANAGED       ALLOCATION
                                   SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT    SUBACCOUNT    SUBACCOUNT
   <S>                             <C>         <C>         <C>         <C>         <C>           <C>           <C>
   ----------------------------------------------------------------------------------------------------------------------
   Changes From Operations:
     Net investment income (loss)  $    (451)  $    (319)  $      --   $      --   $   4,602     $    (138)    $     (45)
     Net realized gain (loss) on
     investments                         599         600          --          --         660            85           234
     Net change in unrealized
     appreciation or
       depreciation on
     investments                      18,520      15,337          --          --       1,012         4,808         2,272
   ------------------------------  ---------   ---------   ----------  ----------  ------------  ------------  ----------
   Net Increase (Decrease) In Net
      Assets Resulting From
      Operations                      18,668      15,618          --          --       6,274         4,755         2,461
   Change From Unit Transactions:
     Participant purchases           608,312     323,546          --          --      96,433       188,146        37,943
     Participant withdrawals         (24,996)    (11,122)         --          --      (5,799)       (9,805)       (3,417)
   ------------------------------  ---------   ---------   ----------  ----------  ------------  ------------  ----------
   Net Increase In Net Assets
      Resulting From Unit
      Transactions                   583,316     312,424          --          --      90,634       178,341        34,526
   ------------------------------  ---------   ---------   ----------  ----------  ------------  ------------  ----------
   Total Increase In Net Assets      601,984     328,042          --          --      96,908       183,096        36,987
   ------------------------------  ---------   ---------   ----------  ----------  ------------  ------------  ----------
   Net Assets At December 31,
      1998                           601,984     328,042          --          --      96,908       183,096        36,987
   Changes From Operations:
     Net investment income (loss)     54,007      35,683        (776)       (438)     85,779         8,908        10,897
     Net realized gain (loss) on
     investments                       1,031      20,214       7,203      (2,057)      5,559           851            48
     Net change in unrealized
     appreciation or
       depreciation on
     investments                     (24,617)    281,617     159,991       4,883     (20,051)       (1,286)       23,978
   ------------------------------  ---------   ---------   ----------  ----------  ------------  ------------  ----------
   Net Increase (Decrease) In Net
      Assets Resulting From
      Operations                      30,421     337,514     166,418       2,388      71,287         8,473        34,923
   Change From Unit Transactions:
     Participant purchases         2,244,107   1,371,422     540,452     320,403     475,911       731,060       274,773
     Participant withdrawals        (255,790)   (162,695)    (17,052)   (141,809)    (57,530)      (90,269)      (41,600)
   ------------------------------  ---------   ---------   ----------  ----------  ------------  ------------  ----------
   Net Increase In Net Assets
      Resulting From Unit
      Transactions                 1,988,317   1,208,727     523,400     178,594     418,381       640,791       233,173
   ------------------------------  ---------   ---------   ----------  ----------  ------------  ------------  ----------
   Total Increase In Net Assets    2,018,738   1,546,241     689,818     180,982     489,668       649,264       268,096
   ------------------------------  ---------   ---------   ----------  ----------  ------------  ------------  ----------
   Net Assets At December 31,
      1999                         $2,620,722  $1,874,283  $ 689,818   $ 180,982   $ 586,576     $ 832,360     $ 305,083
   ------------------------------  =========   =========   ==========  ==========  ============  ============  ==========

<CAPTION>

                                                  TEMPLETON                  TEMPLETON
                                   TEMPLETON      INTERNATIONAL  TEMPLETON   STOCK
                                   INTERNATIONAL  CLASS 2        STOCK       CLASS 2
                                   SUBACCOUNT     SUBACCOUNT     SUBACCOUNT  SUBACCOUNT
   <S>                             <C>            <C>            <C>         <C>
   ------------------------------
   Changes From Operations:
     Net investment income (loss)  $       (582)  $         --   $    (108)  $       --
     Net realized gain (loss) on
     investments                           (357)            --         (71)          --
     Net change in unrealized
     appreciation or
       depreciation on
     investments                         21,136             --       2,721           --
   ------------------------------  -------------  -------------  ----------  ----------
   Net Increase (Decrease) In Net
      Assets Resulting From
      Operations                         20,197             --       2,542           --
   Change From Unit Transactions:
     Participant purchases              643,263             --     100,433           --
     Participant withdrawals            (35,182)            --      (7,747)          --
   ------------------------------  -------------  -------------  ----------  ----------
   Net Increase In Net Assets
      Resulting From Unit
      Transactions                      608,081             --      92,686           --
   ------------------------------  -------------  -------------  ----------  ----------
   Total Increase In Net Assets         628,278             --      95,228           --
   ------------------------------  -------------  -------------  ----------  ----------
   Net Assets At December 31,
      1998                              628,278             --      95,228           --
   Changes From Operations:
     Net investment income (loss)       128,705           (903)     14,953          (70)
     Net realized gain (loss) on
     investments                          6,081            (86)       (193)         196
     Net change in unrealized
     appreciation or
       depreciation on
     investments                        348,831         86,846      69,824        5,753
   ------------------------------  -------------  -------------  ----------  ----------
   Net Increase (Decrease) In Net
      Assets Resulting From
      Operations                        483,617         85,857      84,584        5,879
   Change From Unit Transactions:
     Participant purchases            2,425,159      1,275,318     387,649       67,905
     Participant withdrawals           (430,555)       (53,195)    (58,352)      (6,460)
   ------------------------------  -------------  -------------  ----------  ----------
   Net Increase In Net Assets
      Resulting From Unit
      Transactions                    1,994,604      1,222,123     329,297       61,445
   ------------------------------  -------------  -------------  ----------  ----------
   Total Increase In Net Assets       2,478,221      1,307,980     413,881       67,324
   ------------------------------  -------------  -------------  ----------  ----------
   Net Assets At December 31,
      1999                         $  3,106,499   $  1,307,980   $ 509,109   $   67,324
   ------------------------------  =============  =============  ==========  ==========
</TABLE>

See accompanying notes.

                                                                            M-13
<PAGE>
Lincoln Life Flexible Premium Variable Life Account M

Notes to financial statements

1. Accounting policies and variable account information
    THE VARIABLE ACCOUNT:
    Lincoln Life Flexible Premium Variable Life Account M (the
    Variable Account) is a segregated investment account of The
    Lincoln National Life Insurance Company (Lincoln Life) and
    is registered as a unit investment trust with the Securities
    and Exchange Commission under the Investment Company Act of
    1940, as amended. The operations of the Variable Account,
    which commenced on June 18, 1998, are part of the operations
    of Lincoln Life. The Variable Account consist of three
    products which are listed below.

    --VUL I
    --LVUL
    --VUL-DB

    The assets of the Variable Account are owned by Lincoln
    Life. The portion of the Variable Account's assets
    supporting the variable life policies may not be used to
    satisfy liabilities arising from any other business of
    Lincoln Life.

    BASIS OF PRESENTATION:
    The accompanying financial statements have been prepared in
    accordance with accounting principles generally accepted in
    the United States for unit investment trusts.

    INVESTMENTS:
    The assets of the Variable Account are divided into variable
    subaccounts each of which is invested in shares of one of 43
    portfolios of fourteen diversified open-end management
    investment companies, each portfolio with its own investment
    objective. The variable subaccounts are:

    AIM Variable Insurance Funds, Inc.:
     AIM V.I. Capital Appreciation Fund
     AIM V.I. Diversified Income Fund
     AIM V.I. Growth Fund
     AIM V.I. International Equity Fund
     AIM V.I. Value Fund

    American Variable Insurance Series (AVIS):
     AVIS Growth Class 2 Fund
     AVIS Growth & Income Class 2 Fund
     AVIS Global Small Capitlization Class 2 Fund

    Baron Capital Funds Trust:
     Baron Capital Asset Fund

    BT Insurance Funds Trust:
     EAFE 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:
     Equity-Income Portfolio

M-14
<PAGE>
Lincoln Life Flexible Premium Variable Life Account M

Notes to financial statements (continued)

1. Accounting policies and variable account information (continued)
    Fidelity Variable Insurance Products Fund II:
     Asset Manager Portfolio
     Contrafund Service Class Portfolio
     Investment Grade Bond Portfolio

    Fidelity Variable Insurance Products Fund III:
     Growth Opportunities Service Class Portfolio

    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 Variable Insurance Trust:
     MFS Emerging Growth Series
     MFS Total Return Series
     MFS Utilities Series

    Neuberger Berman Advisers Management Trust (AMT):
     AMT Mid-Cap Growth Portfolio
     AMT Partners Portfolio

    OCC Accumulation Trust:
     OCC Accumulation Global Equity Portfolio
     OCC Accumulation Managed Portfolio

    Templeton Variable Products Series Fund:
     Templeton Asset Allocation Fund
     Templeton International Fund
     Templeton International Class 2 Fund
     Templeton Stock Fund
     Templeton Stock Class 2 Fund

    Investments in the variable subaccounts are stated at the
    closing net asset value per share on December 31, 1999,
    which approximates fair value. The difference between cost
    and fair value is reflected as unrealized appreciation and
    depreciation of investments.

    Investment transactions are accounted for on a trade date
    basis. The cost of investments sold is determined by the
    average cost method.

    DIVIDENDS:
    Dividends paid to the Variable Account are automatically
    reinvested in shares of the variable subaccounts on the
    payable date. Dividend income is recorded on the ex-dividend
    date.

    FEDERAL INCOME TAXES:
    Operations of the Variable Account form a part of and are
    taxed with operations of Lincoln Life, which is taxed as a
    "life insurance company" under the Internal Revenue Code.
    The Variable Account will not be taxed as a regulated
    investment company under Subchapter M of the Internal
    Revenue Code. Using current federal income tax law, no

                                                                            M-15
<PAGE>
Lincoln Life Flexible Premium Variable Life Account M

Notes to financial statements (continued)

1. Accounting policies and variable account information (continued)
    federal income taxes are payable with respect to the
    Variable Account's net investment income and the net
    realized gain on investments.

2. Mortality and expense guarantees & other transactions with affiliate
    Amounts are paid to Lincoln Life for mortality and expense
    guarantees at a percentage of the current value of the
    Variable Account each day. The mortality and expense risk
    charges for each of the variable subaccounts are reported in
    the statements of operations. The rates are as follows for
    the three policy types within the Variable Account.

    -- VUL I is currently at an annual rate of .80% for policy
      years one through twelve and .55% thereafter.
    -- LVUL is currently at an annual rate of .75% for policy
      years one through ten, .35% for policy years eleven
      through twenty and .20% thereafter.
    -- VUL-DB is currently at an annual rate of .90% for policy
      years one through nineteen and .20% thereafter.

    Prior to the allocation of premiums to the Variable Account,
    Lincoln Life deducts a premium load of 5% of each premium
    payment to cover state taxes and federal income tax
    liabilities and a portion of the sales expenses incurred by
    Lincoln Life. The premium loads for the year ended December
    31, 1999 and the period ended December 31, 1998 amounted to
    $3,155,407 and $562,526, respectively.

    Lincoln Life charges a monthly administrative fee for items
    such as premium billings and collection, policy value
    calculation, confirmations and periodic reports. The fees
    are as follows for the three policy types within the
    Variable Account. Administrative fees for the year ended
    December 31, 1999 and the period ended December 31, 1998
    totaled $347,173 and $28,319, respectively.

    -- VUL I and LVUL are currently $15 per month for the first
      policy year and $5 per month thereafter, guaranteed not to
      exceed $10 after the first policy year.
    -- VUL-DB is currently at $10 per month and during the first
      two policy years, a monthly charge per $1,000 of specified
      amount.

    Lincoln Life assumes responsibility for providing the
    insurance benefit included in the policy. Lincoln Life
    charges a monthly deduction for the cost of insurance and
    any charges for supplemental riders. The cost of insurance
    charge depends on the attained age, risk classification,
    gender classification (in accordance with state law) and the
    current net amount at risk. On a monthly basis, the
    administrative fee and the cost of insurance charge are
    deducted proportionately for the value of each variable
    subaccount and/or fixed account funding options. The fixed
    account is part of the general account of Lincoln Life and
    is not included in these financial statements. The cost of
    insurance charges for the year ended December 31, 1999 and
    the period ended December 31, 1998 amounted to $5,399,180
    and $501,514, respectively.

    Under certain circumstances, Lincoln Life reserves the right
    to charge a transfer fee of $25 for each transfer after the
    twelfth transfer per year between variable subaccounts. For
    the year ended December 31, 1999 and the period ended
    December 31, 1998, no transfer fees were deducted from the
    variable subaccounts.

    Lincoln Life, upon full surrender of a policy, may charge a
    surrender charge. This charge is in part a deferred sales
    charge and in part a recovery of certain first year
    administrative costs. The amount of the surrender charge, if
    any, will depend on the amount of the death benefit, the
    amount of premium payments made during the first two policy
    years and the age of the policy. In no event will the
    surrender charge exceed the maximum

M-16
<PAGE>
Lincoln Life Flexible Premium Variable Life Account M

Notes to financial statements (continued)

2. Mortality and expense guarantees & other transactions with affiliate
   (continued)
    allowed by state or federal law. No surrender charge is
    imposed on a partial surrender, but an administrative fee of
    $25 is imposed, allocated pro-rata among the variable sub-
    accounts (and, where applicable, the fixed account) from
    which the partial surrender proceeds are taken. Full
    surrender charges and partial surrender administrative
    charges paid to Lincoln Life attributable to the variable
    subaccounts for the year ended December 31, 1999 and the
    period ended December 31, 1998 were $351,525 and $3,764
    respectively.

                                                                            M-17
<PAGE>
Lincoln Life Flexible Premium Variable Life Account M

Notes to financial statements (continued)

3.  Net assets
    The following is a summary of net assets owned at December 31, 1999.
<TABLE>
<CAPTION>
                                          AIM           AIM                       AIM
                                          V.I.          V.I.         AIM          V.I.           AIM            AVIS
                                          CAPITAL       DIVERSIFIED  V.I.         INTERNATIONAL  V.I.           GROWTH
                                          APPRECIATION  INCOME       GROWTH       EQUITY         VALUE          CLASS 2
                             COMBINED     SUBACCOUNT    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT     SUBACCOUNT     SUBACCOUNT
<S>                          <C>          <C>           <C>          <C>          <C>            <C>            <C>
- --------------------------------------------------------------------------------------------------------------------------
Unit Transactions:
Accumulation units           $105,101,311 $ 2,498,040   $  467,311   $ 9,100,679  $   170,731    $  12,240,980  $ 46,644
Accumulated net investment
   income (loss)               1,544,225       70,443       34,801       374,756        4,102          202,466     1,051
Accumulated net realized
   gain (loss) on
   investments                   541,756       58,261       (1,579)       83,349          282           96,583         2
Net unrealized appreciation
   (depreciation) on
   investments                12,336,665      939,072      (39,688)    1,480,422       33,598        1,556,547       622
                             -----------  ------------  ----------   -----------  -------------  -------------  ----------
                             $119,523,957 $ 3,565,816   $  460,845   $11,039,206  $   208,713    $  14,096,576  $ 48,319
                             ===========  ============  ==========   ===========  =============  =============  ==========

<CAPTION>
                             AVIS        AVIS
                             GROWTH &    GLOBAL SMALL    BARON       BT
                             INCOME      CAPITALIZATION  CAPITAL     EAFE
                             CLASS 2     CLASS 2         ASSET       EQUITY INDEX
                             SUBACCOUNT  SUBACCOUNT      SUBACCOUNT  SUBACCOUNT
<S>                          <C>         <C>             <C>         <C>
- ---------------------------
Unit Transactions:
Accumulation units           $ 1,182     $     882       $ 270,251   $    544,826
Accumulated net investment
   income (loss)                 214           105            (253)        26,866
Accumulated net realized
   gain (loss) on
   investments                    (1)            6            (623)         2,214
Net unrealized appreciation
   (depreciation) on
   investments                  (100)          195          29,918         39,201
                             ----------  --------------  ----------  ------------
                             $ 1,295     $   1,188       $ 299,293   $    613,107
                             ==========  ==============  ==========  ============
</TABLE>
<TABLE>
<CAPTION>
                                                                             DELAWARE    DELAWARE
                             BT          BT          DELAWARE    DELAWARE    PREMIUM     PREMIUM     DELAWARE    DELAWARE
                             EQUITY      SMALL       PREMIUM     PREMIUM     EMERGING    SMALL       PREMIUM     PREMIUM
                             500 INDEX   CAP INDEX   DELCHESTER  DEVON       MARKETS     CAP VALUE   REIT        TREND
                             SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
<S>                          <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
- ----------------------------------------------------------------------------------------------------------------------------
Unit Transactions:
Accumulation units           $17,992,927 $ 443,723   $ 191,810   $ 68,282    $ 636,936   $2,362,953  $ 8,839     $ 2,709,165
Accumulated net investment
   income (loss)                142,756     17,719       4,166        (59)        (717)         619      (17)         (8,951)
Accumulated net realized
   gain (loss) on
   investments                  124,852        614        (227)       140          543      (13,590)     (19)         22,842
Net unrealized appreciation
   (depreciation) on
   investments                1,849,976     38,073      (3,867)       812      106,118        1,951       47         930,181
                             ----------  ----------  ----------  ----------  ----------  ----------  ----------  -----------
                             $20,110,511 $ 500,129   $ 191,882   $ 69,175    $ 742,880   $2,351,933  $ 8,850     $ 3,653,237
                             ==========  ==========  ==========  ==========  ==========  ==========  ==========  ===========

<CAPTION>
                             FIDELITY     FIDELITY    FIDELITY
                             VIP          VIP II      VIP II
                             EQUITY-      ASSET       CONTRAFUND
                             INCOME       MANAGER     SERVICE CLASS
                             SUBACCOUNT   SUBACCOUNT  SUBACCOUNT
<S>                          <C>          <C>         <C>
- ---------------------------
Unit Transactions:
Accumulation units           $ 4,437,641  $ 830,339   $   2,152,346
Accumulated net investment
   income (loss)                  33,816      5,552          (3,060)
Accumulated net realized
   gain (loss) on
   investments                     7,038      1,597           8,471
Net unrealized appreciation
   (depreciation) on
   investments                    36,503     59,919         213,827
                             -----------  ----------  -------------
                             $ 4,514,998  $ 897,407   $   2,371,584
                             ===========  ==========  =============
</TABLE>

M-18
<PAGE>
Lincoln Life Flexible Premium Variable Life Account M

Notes to financial statements (continued)

3.  Net assets (continued)
<TABLE>
<CAPTION>
                                         FIDELITY                    JANUS
                             FIDELITY    VIP III        JANUS        ASPEN                                               LN
                             VIP II      GROWTH         ASPEN        SERIES                    LN            LN          GLOBAL
                             INVESTMENT  OPPORTUNITIES  SERIES       WORLDWIDE    LN           CAPITAL       EQUITY-     ASSET
                             GRADE BOND  SERVICE CLASS  BALANCED     GROWTH       BOND         APPRECIATION  INCOME      ALLOCATION
                             SUBACCOUNT  SUBACCOUNT     SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT    SUBACCOUNT  SUBACCOUNT
<S>                          <C>         <C>            <C>          <C>          <C>          <C>           <C>         <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Unit Transactions:
Accumulation units           $2,326,271  $  1,453,566   $ 2,778,579  $ 3,364,171  $ 2,275,930  $ 2,075,071   $ 206,362   $ 112,299
Accumulated net investment
   income (loss)                16,212         (1,671)       27,542       (4,071)      19,985       (2,240)        142         239
Accumulated net realized
   gain (loss) on
   investments                  (6,546)        (2,551)       15,984       13,553         (144)      24,904         519          12
Net unrealized appreciation
   (depreciation) on
   investments                 (23,190)        35,718       187,623      718,343      (45,375)     209,924       7,477       6,950
                             ---------   -------------  -----------  -----------  -----------  ------------  ----------  ----------
                             $2,312,747  $  1,485,062   $ 3,009,728  $ 4,091,996  $ 2,250,396  $ 2,307,659   $ 214,500   $ 119,500
                             =========   =============  ===========  ===========  ===========  ============  ==========  ==========

<CAPTION>

                             LN           LN          MFS
                             MONEY        SOCIAL      EMERGING
                             MARKET       AWARENESS   GROWTH
                             SUBACCOUNT   SUBACCOUNT  SUBACCOUNT
<S>                          <C>          <C>         <C>
- ---------------------------
Unit Transactions:
Accumulation units           $16,132,706  $ 533,042   $5,967,967
Accumulated net investment
   income (loss)                 261,135        833      (19,960)
Accumulated net realized
   gain (loss) on
   investments                        --      2,621       62,052
Net unrealized appreciation
   (depreciation) on
   investments                        --     41,921    2,922,372
                             -----------  ----------  ----------
                             $16,393,841  $ 578,417   $8,932,431
                             ===========  ==========  ==========
</TABLE>
<TABLE>
<CAPTION>
                                                                             OCC
                             MFS                     AMT                     ACCUMULATION  OCC           TEMPLETON
                             TOTAL       MFS         MID-CAP     AMT         GLOBAL        ACCUMULATION  ASSET       TEMPLETON
                             RETURN      UTILITIES   GROWTH      PARTNERS    EQUITY        MANAGED       ALLOCATION  INTERNATIONAL
                             SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT    SUBACCOUNT    SUBACCOUNT  SUBACCOUNT
<S>                          <C>         <C>         <C>         <C>         <C>           <C>           <C>         <C>
- ----------------------------------------------------------------------------------------------------------------------------------
Unit Transactions:
Accumulation units           $2,571,633  $1,521,151  $ 523,400   $ 178,594   $ 509,015     $ 819,132     $ 267,699   $  2,602,685
Accumulated net investment
   income (loss)                53,556      35,364        (776)       (438)     90,381         8,770        10,852        128,123
Accumulated net realized
   gain (loss) on
   investments                   1,630      20,814       7,203      (2,057)      6,219           936           282          5,724
Net unrealized appreciation
   (depreciation) on
   investments                  (6,097)    296,954     159,991       4,883     (19,039)        3,522        26,250        369,967
                             ---------   ---------   ----------  ----------  ------------  ------------  ----------  -------------
                             $2,620,722  $1,874,283  $ 689,818   $ 180,982   $ 586,576     $ 832,360     $ 305,083   $  3,106,499
                             =========   =========   ==========  ==========  ============  ============  ==========  =============

<CAPTION>

                             TEMPLETON                  TEMPLETON
                             INTERNATIONAL  TEMPLETON   STOCK
                             CLASS 2        STOCK       CLASS 2
                             SUBACCOUNT     SUBACCOUNT  SUBACCOUNT
<S>                          <C>            <C>         <C>
- ---------------------------
Unit Transactions:
Accumulation units           $  1,222,123   $ 421,983   $   61,445
Accumulated net investment
   income (loss)                     (903)     14,845          (70)
Accumulated net realized
   gain (loss) on
   investments                        (86)       (264)         196
Net unrealized appreciation
   (depreciation) on
   investments                     86,846      72,545        5,753
                             -------------  ----------  ----------
                             $  1,307,980   $ 509,109   $   67,324
                             =============  ==========  ==========
</TABLE>

                                                                            M-19
<PAGE>
Lincoln Life Flexible Premium Variable Life Account M

Notes to financial statements (continued)

4. Purchases and sales of investments
    The aggregate cost of investments purchased and the
    aggregate proceeds from investments sold were as follows for
    1999.

<TABLE>
<CAPTION>
                                                                                      AGGREGATE
                                                                 AGGREGATE COST       PROCEEDS
                                                                 OF PURCHASES         FROM SALES
                                                                 --------------------------------
   <S>                                                           <C>                  <C>
   AIM V.I. Capital Appreciation Fund                             $  2,610,001        $   463,486
   AIM V.I. Diversified Income Fund                                    362,461             48,039
   AIM V.I. Growth Fund                                              9,623,036          1,007,084
   AIM V.I. International Equity Fund                                  178,244              3,407
   AIM V.I. Value Fund                                              12,585,193          1,124,759
   AVIS Growth Class 2 Fund                                             47,737                 41
   AVIS Growth & Income Class 2 Fund                                     1,445                 49
   AVIS Global Small Capitalization Class 2 Fund                         1,029                 42
   Baron Capital Asset Fund                                            300,039             30,035
   BT EAFE Equity Index Fund                                           732,236            160,531
   BT Equity 500 Index Fund                                         17,914,086          2,491,536
   BT Small Cap Index Fund                                             477,053             15,601
   Delaware Premium Delchester Series                                  205,276              9,909
   Delaware Premium Devon Series                                        81,863             13,639
   Delaware Premium Emerging Markets Series                            638,536             16,632
   Delaware Premium Small Cap Value Series                           2,607,909            503,852
   Delaware Premium REIT Series                                          9,211                389
   Delaware Premium Trend Series                                     2,516,446            122,172
   Fidelity VIP Equity-Income Portfolio                              4,281,437            623,808
   Fidelity VIP II Asset Manager Portfolio                             857,631             98,787
   Fidelity VIP II Contrafund Service Class Portfolio                2,696,137            546,803
   Fidelity VIP II Investment Grade Bond Portfolio                   2,298,935            400,596
   Fidelity VIP III Growth Opportunities Service Class
   Portfolio                                                         1,539,602             87,677
   Janus Aspen Series Balanced Portfolio                             3,372,163            565,980
   Janus Aspen Series Worldwide Growth Portfolio                     3,774,072            413,889
   LN Bond Fund                                                      2,381,393             85,431
   LN Capital Appreciation Fund                                      2,489,962            417,083
   LN Equity-Income Fund                                               225,902             19,394
   LN Global Asset Allocation Fund                                     115,409              2,869
   LN Money Market Fund                                             35,872,572         24,076,862
   LN Social Awareness Fund                                            604,587             70,700
   MFS Emerging Growth Series                                        6,266,405            607,352
   MFS Total Return Series                                           2,352,452            310,085
   MFS Utilities Series                                              1,703,695            459,252
   AMT Mid-Cap Growth Portfolio                                        576,323             53,685
   AMT Partners Portfolio                                              629,264            451,104
   OCC Accumulation Global Equity Portfolio                            562,334             58,163
   OCC Accumulation Managed Portfolio                                  814,175            164,466
   Templeton Asset Allocation Fund                                     278,181             34,106
   Templeton International Fund                                      2,785,021            661,659
   Templeton International Class 2 Fund                              1,302,113             80,866
   Templeton Stock Fund                                                407,565             63,310
   Templeton Stock Class 2 Fund                                         64,903              3,527
                                                                  ------------        -----------
                                                                  $129,144,034        $36,368,657
                                                                  ============        ===========
</TABLE>

M-20
<PAGE>
Lincoln Life Flexible Premium Variable Life Account M

Notes to financial statements (continued)

5. Investments
    The following is a summary of investments owned at December
    31, 1999.

<TABLE>
<CAPTION>
                                                                      NET
                                                    SHARES            ASSET        VALUE OF
                                                    OUTSTANDING       VALUE        SHARES             COST OF SHARES
                                                    ----------------------------------------------------------------
   <S>                                              <C>               <C>          <C>                <C>
   AIM V.I. Capital Appreciation Fund                  100,222        $35.58       $  3,565,893        $  2,626,821
   AIM V.I. Diversified Income Fund                     45,810         10.06            460,855             500,543
   AIM V.I. Growth Fund                                342,308         32.25         11,039,437           9,559,015
   AIM V.I. International Equity Fund                    7,126         29.29            208,717             175,119
   AIM V.I. Value Fund                                 420,802         33.50         14,096,870          12,540,323
   AVIS Growth Class 2 Fund                                685         70.57             48,320              47,698
   AVIS Growth & Income Class 2 Fund                        39         33.07              1,295               1,395
   AVIS Global Small Capitlization Class 2 Fund             68         17.36              1,188                 993
   Baron Capital Asset Fund                             16,843         17.77            299,299             269,381
   BT EAFE Equity Index Fund                            45,082         13.60            613,120             573,919
   BT Equity 500 Index Fund                          1,324,831         15.18         20,110,936          18,260,960
   BT Small Cap Index Fund                              43,078         11.61            500,139             462,066
   Delaware Premium Delchester Series                   25,778          7.42            191,273             195,140
   Delaware Premium Devon Series                         5,079         13.62             69,176              68,364
   Delaware Premium Emerging Markets Series             88,441          8.40            742,896             636,778
   Delaware Premium Small Cap Value Series             153,124         15.36          2,351,982           2,350,031
   Delaware Premium REIT Series                          1,021          8.67              8,850               8,803
   Delaware Premium Trend Series                       108,536         33.66          3,653,313           2,723,132
   Fidelity VIP Equity-Income Portfolio                175,616         25.71          4,515,096           4,478,593
   Fidelity VIP II Asset Manager Portfolio              48,067         18.67            897,427             837,508
   Fidelity VIP II Contrafund Service Class
   Portfolio                                            81,499         29.10          2,371,632           2,157,805
   Fidelity VIP II Investment Grade Bond Portfolio     190,197         12.16          2,312,798           2,335,988
   Fidelity VIP III Growth Opportunities Service
   Class Portfolio                                      64,234         23.12          1,485,092           1,449,374
   Janus Aspen Series Balanced Portfolio               107,800         27.92          3,009,790           2,822,167
   Janus Aspen Series Worldwide Growth Portfolio        85,698         47.75          4,092,079           3,373,736
   LN Bond Fund                                        196,793         11.44          2,250,443           2,295,818
   LN Capital Appreciation Fund                         73,341         31.47          2,307,707           2,097,783
   LN Equity-Income Fund                                 9,730         22.05            214,504             207,027
   LN Global Asset Allocation Fund                       7,116         16.79            119,502             112,552
   LN Money Market Fund                              1,639,420         10.00         16,394,196          16,394,196
   LN Social Awareness Fund                             13,060         44.29            578,429             536,508
   MFS Emerging Growth Series                          235,441         37.94          8,932,616           6,010,244
   MFS Total Return Series                             147,649         17.75          2,620,778           2,626,875
   MFS Utilities Series                                 77,580         24.16          1,874,323           1,577,369
   AMT Mid-Cap Growth Portfolio                         28,388         24.30            689,832             529,841
   AMT Partners Portfolio                                9,215         19.64            180,986             176,103
   OCC Accumulation Global Equity Portfolio             35,422         16.56            586,589             605,628
   OCC Accumulation Managed Portfolio                   19,069         43.65            832,378             828,856
   Templeton Asset Allocation Fund                      13,055         23.37            305,090             278,840
   Templeton International Fund                        139,621         22.25          3,106,566           2,736,599
   Templeton International Class 2 Fund                 59,106         22.13          1,308,007           1,221,161
   Templeton Stock Fund                                 20,875         24.39            509,120             436,575
   Templeton Stock Class 2 Fund                          2,772         24.29             67,325              61,572
                                                                                   ------------        ------------
                                                                                   $119,525,864        $107,189,199
                                                                                   ============        ============
</TABLE>

                                                                            M-21
<PAGE>
Lincoln Life Flexible Premium Variable Life Account M

Notes to financial statements (continued)

6. New Investment Funds
    Effective May 3, 1999, the AIM V.I. International Equity
    Fund, Baron Capital Asset Fund, BT EAFE Equity Index Fund,
    BT Small Cap Index Fund, Delaware Premium Delchester Series,
    Delaware Premium Devon Series, Delaware Premium REIT Series,
    Fidelity VIP II Contrafund Service Class Portfolio, Fidelity
    VIP III Growth Opportunities Service Class Portfolio, Janus
    Aspen Series Balanced Portfolio, Janus Aspen Series
    Worldwide Growth Portfolio, LN Bond Fund, LN Capital
    Appreciation Fund, LN Equity-Income Fund, LN Global Asset
    Allocation Fund, LN Social Awareness Fund, AMT Mid-Cap
    Growth Portfolio, AMT Partners Portfolio, Templeton
    International Class 2 Fund and Templeton Stock Class 2 Fund
    became available as investment options for the Variable
    Account policyholders. Effective October 15, 1999, the AVIS
    Growth Fund, AVIS Growth & Income Fund and AVIS Global Small
    Capitalization Fund become available as investment options
    for the Variable Account policyholders.

M-22
<PAGE>
Report of Ernst & Young LLP,
Independent Auditors

Board of Directors of The Lincoln National Life Insurance
Company
and
Contract Owners of Lincoln Life Flexible Premium Variable Life
Account M

We have audited the accompanying statement of assets and
liability of Lincoln Life Flexible Premium Variable Life Account
M ("Variable Account") (comprised of the AIM V.I. Capital
Appreciation, AIM V.I. Diversified Income, AIM V.I. Growth, AIM
V.I. International Equity, AIM V.I. Value, AVIS Growth Class 2,
AVIS Growth & Income Class 2, AVIS Global Small Capitalization
Class 2, Baron Capital Asset, BT EAFE Equity Index, BT Equity
500 Index, BT Small Cap Index, Delaware Premium Delchester,
Delaware Premium Devon, Delaware Premium Emerging Markets,
Delaware Premium Small Cap Value, Delaware Premium REIT,
Delaware Premium Trend, Fidelity VIP Equity-Income, Fidelity VIP
II Asset Manager, Fidelity VIP II Contrafund Service Class,
Fidelity VIP II Investment Grade Bond, Fidelity VIP III Growth
Opportunities Service Class, Janus Aspen Series Balanced, Janus
Aspen Series Worldwide Growth, Lincoln National Bond, Lincoln
National Capital Appreciation, Lincoln National Equity-Income,
Lincoln National Global Asset Allocation, Lincoln National Money
Market, Lincoln National Social Awareness, MFS Emerging Growth,
MFS Total Return, MFS Utilities, Nueberger Berman Advisers
Management Trust (AMT) Mid-Cap Growth, Neuberger Berman Advisers
Management Trust (AMT) Partners, OCC Accumulation Trust Global
Equity, OCC Accumulation Trust Managed, Templeton Variable
Products Asset Allocation, Templeton Variable Products
International, Templeton Variable Products International Class
2, Templeton Variable Products Stock and Templeton Variable
Products Stock Class 2 subaccounts), as of December 31, 1999,
and the related statements of operations and changes in net
assets for the year ended December 31, 1999 and for the period
from June 18, 1998 to December 31, 1998. These financial
statements are the responsibility of the Variable Account's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of
investments owned as of December 31, 1999, by correspondence
with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of each of the respective subaccounts constituting the Lincoln
Life Flexible Premium Variable Life Account M at December 31,
1999, and the results of their operations and the changes in
their net assets for the year ended December 31, 1999 and for
the period from June 18, 1998 to December 31, 1998, in
conformity with accounting principles generally accepted in the
United States.

/s/ Ernst & Young LLP

Fort Wayne, Indiana
March 24, 2000

                                                                            M-23
<PAGE>
The Lincoln National Life Insurance Company

Balance Sheets -- Statutory Basis

<TABLE>
<CAPTION>
                                                              DECEMBER 31
                                                              1999        1998
                                                              ---------   ---------
                                                              (IN MILLIONS)
                                                              ---------------------
<S>                                                           <C>         <C>
Admitted assets
CASH AND INVESTMENTS:
Bonds                                                         $22,985.0   $23,830.9
- ------------------------------------------------------------
Preferred stocks                                                  253.8       236.0
- ------------------------------------------------------------
Unaffiliated common stocks                                        166.9       259.3
- ------------------------------------------------------------
Affiliated common stocks                                          604.7       322.1
- ------------------------------------------------------------
Mortgage loans on real estate                                   4,211.5     3,932.9
- ------------------------------------------------------------
Real estate                                                       254.0       473.8
- ------------------------------------------------------------
Policy loans                                                    1,652.9     1,606.0
- ------------------------------------------------------------
Other investments                                                 426.6       434.4
- ------------------------------------------------------------
Cash and short-term investments                                 1,409.2     1,725.4
- ------------------------------------------------------------  ---------   ---------
Total cash and investments                                     31,964.6    32,820.8
- ------------------------------------------------------------
Premiums and fees in course of collection                         115.8        33.3
- ------------------------------------------------------------
Accrued investment income                                         435.3       432.8
- ------------------------------------------------------------
Reinsurance recoverable                                           199.0       171.6
- ------------------------------------------------------------
Funds withheld by ceding companies                                 73.5        53.7
- ------------------------------------------------------------
Federal income taxes recoverable from parent company               61.6        64.7
- ------------------------------------------------------------
Goodwill                                                           43.1        49.5
- ------------------------------------------------------------
Other admitted assets                                              66.7        89.3
- ------------------------------------------------------------
Separate account assets                                        46,105.1    36,907.0
- ------------------------------------------------------------  ---------   ---------
Total admitted assets                                         $79,064.7   $70,622.7
- ------------------------------------------------------------  =========   =========

Liabilities and capital and surplus
LIABILITIES:
Future policy benefits and claims                             $12,184.0   $12,310.6
- ------------------------------------------------------------
Other policyholder funds                                       16,589.5    16,647.5
- ------------------------------------------------------------
Amounts withheld or retained by Company as agent or trustee       364.0       897.6
- ------------------------------------------------------------
Funds held under reinsurance treaties                             796.9       795.8
- ------------------------------------------------------------
Asset valuation reserve                                           490.9       484.5
- ------------------------------------------------------------
Interest maintenance reserve                                       72.3       159.7
- ------------------------------------------------------------
Other liabilities                                                 627.0       504.5
- ------------------------------------------------------------
Short-term loan payable to parent company                         205.0       140.0
- ------------------------------------------------------------
Net transfers due from separate accounts                         (896.5)     (789.0)
- ------------------------------------------------------------
Separate account liabilities                                   46,105.1    36,907.0
- ------------------------------------------------------------  ---------   ---------
Total liabilities                                              76,538.2    68,058.2
- ------------------------------------------------------------

CAPITAL AND SURPLUS:
Common stock, $2.50 par value:
  Authorized, issued and outstanding shares -- 10 million
  (owned by Lincoln National Corporation)                          25.0        25.0
- ------------------------------------------------------------
Surplus notes due to Lincoln National Corporation               1,250.0     1,250.0
- ------------------------------------------------------------
Paid-in surplus                                                 1,942.6     1,930.1
- ------------------------------------------------------------
Unassigned surplus -- deficit                                    (691.1)     (640.6)
- ------------------------------------------------------------  ---------   ---------
Total capital and surplus                                       2,526.5     2,564.5
- ------------------------------------------------------------  ---------   ---------
Total liabilities and capital and surplus                     $79,064.7   $70,622.7
- ------------------------------------------------------------  =========   =========
</TABLE>

See accompanying notes.                                                      S-1
<PAGE>
The Lincoln National Life Insurance Company

Statements of Operations -- Statutory Basis

<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31
                                                              1999        1998        1997
                                                              ---------   ---------   --------
                                                              (IN MILLIONS)
                                                              --------------------------------
<S>                                                           <C>         <C>         <C>
Premiums and other revenues:
Premiums and deposits                                         $ 7,273.6   $12,737.6   $5,589.0
- ------------------------------------------------------------
Net investment income                                           2,203.2     2,107.2    1,847.1
- ------------------------------------------------------------
Amortization of interest maintenance reserve                       29.1        26.4       41.5
- ------------------------------------------------------------
Commissions and expense allowances on reinsurance ceded           472.3       179.9       99.7
- ------------------------------------------------------------
Expense charges on deposit funds                                  146.5       134.6      119.3
- ------------------------------------------------------------
Separate account investment management and administration
service fees                                                      473.9       396.3      325.5
- ------------------------------------------------------------
Other income                                                       88.8        31.3       21.3
- ------------------------------------------------------------  ---------   ---------   --------
Total revenues                                                 10,687.4    15,613.3    8,043.4
- ------------------------------------------------------------

Benefits and expenses:
Benefits and settlement expenses                                8,504.9    13,964.1    4,522.1
- ------------------------------------------------------------
Underwriting, acquisition, insurance and other expenses         1,618.3     2,919.4    3,053.9
- ------------------------------------------------------------  ---------   ---------   --------
Total benefits and expenses                                    10,123.2    16,883.5    7,576.0
- ------------------------------------------------------------  ---------   ---------   --------
Gain (loss) from operations before dividends to
policyholders, income taxes and net realized gain on
investments                                                       564.2    (1,270.2)     467.4
- ------------------------------------------------------------
Dividends to policyholders                                         80.3        67.9       27.5
- ------------------------------------------------------------  ---------   ---------   --------
Gain (loss) from operations before federal income taxes and
net realized gain on investments                                  483.9    (1,338.1)     439.9
- ------------------------------------------------------------
Federal income taxes (credit)                                      85.4      (141.0)      78.3
- ------------------------------------------------------------  ---------   ---------   --------
Gain (loss) from operations before net realized gain on
investments                                                       398.5    (1,197.1)     361.6
- ------------------------------------------------------------
Net realized gain on investments, net of income tax expense
and excluding net transfers to the interest maintenance
reserve                                                           114.4        46.8       31.3
- ------------------------------------------------------------  ---------   ---------   --------
Net income (loss)                                             $   512.9   $(1,150.3)  $  392.9
- ------------------------------------------------------------  =========   =========   ========
</TABLE>

See accompanying notes.

S-2
<PAGE>
The Lincoln National Life Insurance Company

Statements of Changes in Capital and Surplus -- Statutory Basis

<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31
                                                              1999       1998       1997
                                                              --------   --------   --------
                                                              (IN MILLIONS)
                                                              ------------------------------
<S>                                                           <C>        <C>        <C>
Capital and surplus at beginning of year                      $2,564.5   $2,968.4   $1,868.0
- ------------------------------------------------------------

CAPITAL AND SURPLUS INCREASE (DECREASE):
Net income (loss)                                                512.9   (1,150.3)     392.9
- ------------------------------------------------------------
Difference in cost and admitted investment amounts              (101.9)    (304.8)     (36.2)
- ------------------------------------------------------------
Nonadmitted assets                                               (22.9)     (17.1)      (0.4)
- ------------------------------------------------------------
Regulatory liability for reinsurance                              26.0      (35.2)      (3.9)
- ------------------------------------------------------------
Gain on reinsurance of disability income business                 71.8         --         --
- ------------------------------------------------------------
Life policy reserve valuation basis                                 --       (0.4)      (0.9)
- ------------------------------------------------------------
Asset valuation reserve                                           (6.4)     (34.5)     (36.9)
- ------------------------------------------------------------
Proceeds from surplus notes from shareholder                        --    1,250.0         --
- ------------------------------------------------------------
Paid-in surplus, including contribution of common stock of
affiliated company in 1997                                        12.5      108.4      938.4
- ------------------------------------------------------------
Separate account receivable due to change in valuation              --         --       (2.6)
- ------------------------------------------------------------
Dividends to shareholder                                        (530.0)    (220.0)    (150.0)
- ------------------------------------------------------------  --------   --------   --------
Capital and surplus at end of year                            $2,526.5   $2,564.5   $2,968.4
- ------------------------------------------------------------  ========   ========   ========
</TABLE>

See accompanying notes.                                                      S-3
<PAGE>
The Lincoln National Life Insurance Company

Statements of Cash Flows -- Statutory Basis

<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31
                                                              1999        1998         1997
                                                              ---------   ----------   ---------
                                                              (IN MILLIONS)
                                                              ----------------------------------
<S>                                                           <C>         <C>          <C>
Operating activities
Premiums, policy proceeds and other considerations received   $ 7,671.1   $ 13,495.2   $ 6,364.3
- ------------------------------------------------------------
Allowances and reserve adjustments paid on reinsurance ceded      (19.9)      (632.4)     (649.2)
- ------------------------------------------------------------
Investment income received                                      2,168.6      2,003.9     1,798.8
- ------------------------------------------------------------
Separate account investment management and administration
service fees                                                      470.6        396.3       325.5
- ------------------------------------------------------------
Benefits paid                                                  (8,699.4)    (7,395.8)   (5,345.2)
- ------------------------------------------------------------
Insurance expenses paid                                        (1,734.5)    (2,909.7)   (3,193.0)
- ------------------------------------------------------------
Proceeds related to sale of disability income business             71.8           --          --
- ------------------------------------------------------------
Federal income taxes recovered (paid)                             (81.2)        84.2       (87.0)
- ------------------------------------------------------------
Dividends to policyholders                                        (82.8)       (12.9)      (28.4)
- ------------------------------------------------------------
Other income received and expenses paid, net                      252.1        207.0        (8.7)
- ------------------------------------------------------------  ---------   ----------   ---------
Net cash provided by (used in) operating activities                16.4      5,235.8      (822.9)
- ------------------------------------------------------------

Investing activities
Sale, maturity or repayment of investments                      6,557.7     10,926.5    12,142.6
- ------------------------------------------------------------
Purchase of investments                                        (5,940.8)   (16,950.0)  (10,345.0)
- ------------------------------------------------------------
Other sources (uses) including reinsured policy loans            (497.0)      (778.3)      529.1
- ------------------------------------------------------------  ---------   ----------   ---------
Net cash provided by (used in) investing activities               119.9     (6,801.8)    2,326.7
- ------------------------------------------------------------

Financing activities
Surplus paid-in                                                    12.5        108.4          --
- ------------------------------------------------------------
Proceeds from surplus notes from shareholder                         --      1,250.0          --
- ------------------------------------------------------------
Proceeds from borrowings from shareholder                         205.0        140.0       120.0
- ------------------------------------------------------------
Repayment of borrowings from shareholder                         (140.0)      (120.0)     (100.0)
- ------------------------------------------------------------
Dividends paid to shareholder                                    (530.0)      (220.0)     (150.0)
- ------------------------------------------------------------  ---------   ----------   ---------
Net cash provided by (used in) financing activities              (452.5)     1,158.4      (130.0)
- ------------------------------------------------------------  ---------   ----------   ---------
Net increase (decrease) in cash and short-term investments       (316.2)      (407.6)    1,373.8
- ------------------------------------------------------------
Cash and short-term investments at beginning of year            1,725.4      2,133.0       759.2
- ------------------------------------------------------------  ---------   ----------   ---------
Cash and short-term investments at end of year                $ 1,409.2   $  1,725.4   $ 2,133.0
- ------------------------------------------------------------  =========   ==========   =========
</TABLE>

See accompanying notes.

S-4
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements

1. Summary of Significant Accounting
  Policies

    ORGANIZATION AND OPERATIONS
    The Lincoln National Life Insurance Company (the "Company") is a wholly
    owned subsidiary of Lincoln National Corporation ("LNC") and is domiciled in
    Indiana. As of December 31, 1999, the Company owned 100% of the outstanding
    common stock of four insurance company subsidiaries and four non-insurance
    subsidiaries. The Company also owned 85% of the common stock of an Internet
    distributor of variable annuities.

    The Company's principal businesses consist of underwriting annuities,
    deposit-type contracts and life and health insurance through multiple
    distribution channels and the reinsurance of individual and group life and
    health business. The Company is licensed and sells its products in 49
    states, Canada and several U.S. territories.

    USE OF ESTIMATES
    The nature of the insurance and investment management businesses requires
    management to make estimates and assumptions that affect the amounts
    reported in the statutory-basis financial statements and accompanying notes.
    Actual results could differ from those estimates.

    BASIS OF PRESENTATION
    The accompanying financial statements have been prepared in conformity with
    accounting practices prescribed or permitted by the Indiana Department of
    Insurance ("Insurance Department"), which practices differ from accounting
    principles generally accepted in the United States ("GAAP"). The more
    significant variances from GAAP are as follows:

    INVESTMENTS
    Bonds and preferred stocks are reported at cost or amortized cost or fair
    value based on their National Association of Insurance Commissioners
    ("NAIC") rating. For GAAP, the Company's bonds and preferred stocks are
    classified as available-for-sale and, accordingly, are reported at fair
    value with changes in the fair values reported directly in shareholder's
    equity after adjustments for related amortization of deferred acquisition
    costs, additional policyholder commitments and deferred income taxes.

    Investments in real estate are reported net of related obligations rather
    than on a gross basis. Real estate owned and occupied by the Company is
    classified as a real estate investment rather than reported as an operating
    asset, and investment income and operating expenses include rent for the
    Company's occupancy of those properties. Changes between cost and admitted
    asset investment amounts are credited or charged directly to unassigned
    surplus rather than to a separate surplus account.

    Under a formula prescribed by the NAIC, the Company defers the portion of
    realized capital gains and losses on sales of fixed income investments,
    principally bonds and mortgage loans, attributable to changes in the general
    level of interest rates and amortizes those deferrals over the remaining
    period to maturity of the individual security sold. The net deferral is
    reported as the interest maintenance reserve ("IMR") in the accompanying
    balance sheets. Realized capital gains and losses are reported in income net
    of federal income tax and transfers to the IMR. The asset valuation reserve
    ("AVR") is determined by a NAIC prescribed formula and is reported as a
    liability rather than unassigned surplus. Under GAAP, realized capital gains
    and losses are reported in the income statement on a pre-tax basis in the
    period in which the asset giving rise to the gain or loss is sold and
    writedowns are provided when there has been a decline in value deemed other
    than temporary, in which case, the provision for such declines are charged
    to income.

    SUBSIDIARIES
    The accounts and operations of the Company's subsidiaries are not
    consolidated with the accounts and operations of the Company as would be
    required by GAAP. Under statutory accounting principles, the Company's
    insurance subsidiaries are carried at their statutory-basis net equity and
    the non-insurance subsidiaries are carried at their GAAP-basis net equity,
    adjusted for certain items which would be non-admitted under statutory
    accounting principles. Both insurance subsidiaries and non-insurance
    subsidiaries are presented in the balance sheet as investments in affiliated
    common stocks.

                                                                             S-5
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

1. Summary of Significant Accounting
  Policies (continued)
    POLICY ACQUISITION COSTS
    The costs of acquiring and renewing business are expensed when incurred.
    Under GAAP, acquisition costs related to traditional life insurance, to the
    extent recoverable from future policy revenues, are deferred and amortized
    over the premium-paying period of the related policies using assumptions
    consistent with those used in computing policy benefit reserves. For
    universal life insurance, annuity and other investment-type products,
    deferred policy acquisition costs, to the extent recoverable from future
    gross profits, are amortized generally in proportion to the present value of
    expected gross profits from surrender charges and investment, mortality and
    expense margins.

    NONADMITTED ASSETS
    Certain assets designated as "nonadmitted," principally furniture and
    equipment and certain receivables, are excluded from the accompanying
    balance sheets and are charged directly to unassigned surplus.

    PREMIUMS
    Revenues for universal life policies consist of the entire premium received.
    Under GAAP, premiums received in excess of policy charges are not recognized
    as premium revenue.

    Premiums and deposits with respect to annuity and other investment-type
    contracts are reported as premium revenues; whereas, under GAAP, such
    premiums and deposits are treated as liabilities and policy charges
    represent revenues.

    BENEFIT RESERVES
    Certain policy reserves are calculated based on statutorily required
    interest and mortality assumptions rather than on estimated expected
    experience or actual account balances as would be required under GAAP.

    Death benefits paid, policy and contract withdrawals, and the change in
    policy reserves on universal life policies, annuity and other
    investment-type contracts are reported as benefits and settlement expenses
    in the accompanying statements of income; whereas, under GAAP, withdrawals
    are treated as a reduction of the policy or contract liabilities and
    benefits represent the excess of benefits paid over the policy account value
    and interest credited to the account values.

    REINSURANCE
    Premiums, claims and policy benefits and contract liabilities are reported
    in the accompanying financial statements net of reinsurance amounts. For
    GAAP, all assets and liabilities related to reinsurance ceded contracts are
    reported on a gross basis.

    A liability for reinsurance balances has been provided for unsecured policy
    and contract liabilities and unearned premiums ceded to reinsurers not
    authorized by the Insurance Department to assume such business. Changes to
    those amounts are credited or charged directly to unassigned surplus. Under
    GAAP, an allowance for amounts deemed uncollectible is established through a
    charge to income.

    Commissions on business ceded are reported as income when received rather
    than deferred and amortized with deferred policy acquisition costs. Business
    assumed under 100% indemnity reinsurance agreements is accounted for as a
    purchase for GAAP reporting purposes and the ceding commission represents
    the purchase price. Under purchase accounting, assets acquired and
    liabilities assumed are reported at fair value at the date of the
    transaction and the excess of the purchase price over the sum of the amounts
    assigned to assets acquired less liabilities assumed is recorded as
    goodwill. On a statutory-basis, the ceding commission is expensed when paid
    and reinsurance premiums and benefits are accounted for on bases consistent
    with those used in accounting for the original policies issued and the terms
    of the reinsurance contracts.

    Certain reinsurance contracts meeting risk transfer requirements under
    statutory-basis accounting practices have been accounted for using
    traditional reinsurance accounting; whereas, such contracts are accounted
    for using deposit accounting under GAAP.

S-6
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

1. Summary of Significant Accounting
  Policies (continued)
    INCOME TAXES
    Deferred income taxes are not provided for differences between financial
    statement amounts and tax bases of assets and liabilities.

    POLICYHOLDER DIVIDENDS
    Policyholder dividends are recognized when declared rather than over the
    term of the related policies.

    SURPLUS NOTES DUE TO LNC
    Surplus notes due to LNC are reported as surplus rather than as liabilities.
    On a statutory-basis, interest on surplus notes is not accrued until
    approval is received from the Indiana Insurance Commissioner; whereas, under
    GAAP, interest would be accrued periodically based on the outstanding
    principal and the interest rate.

    STATEMENTS OF CASH FLOWS
    Cash and short-term investments in the statements of cash flows represent
    cash balances and investments with initial maturities of one year or less.
    Under GAAP, the corresponding captions of cash and cash equivalents include
    cash balances and investments with initial maturities of three months or
    less.

    A reconciliation of the Company's net income (loss) and capital and surplus
    determined on a statutory-basis with amounts determined in accordance with
    GAAP is as follows:

<TABLE>
<CAPTION>
                                              CAPITAL AND SURPLUS             NET INCOME (LOSS)
                                              ----------------------------------------------------------------------
                                              DECEMBER 31                     YEAR ENDED DECEMBER 31
                                              1999            1998            1999            1998            1997
                                              ----------------------------------------------------------------------
                                              (IN MILLIONS)
                                              ----------------------------------------------------------------------
   <S>                                        <C>             <C>             <C>             <C>             <C>
   Amounts reported on a statutory-basis      $ 2,526.5       $ 2,564.5       $   512.9       $(1,150.3)      $392.9
   -----------------------------------------
   GAAP adjustments:
     Deferred policy acquisition costs,
       present value of future profits and
       non-admitted goodwill                    3,628.2         3,085.2           135.0            48.5        (98.9)
      --------------------------------------
     Policy and contract reserves              (1,943.1)       (2,299.9)          (97.9)        1,743.4        (48.6)
      --------------------------------------
     Interest maintenance reserve                  72.3           159.7           (86.6)           24.4         58.7
      --------------------------------------
     Deferred income taxes                        244.5           181.6          (117.4)         (218.6)        70.3
      --------------------------------------
     Policyholders' share of earnings and
       surplus on participating business         (122.7)         (132.8)           (1.8)            3.2          5.3
      --------------------------------------
     Asset valuation reserve                      490.9           484.5              --              --           --
      --------------------------------------
     Net realized gain (loss) on investments     (186.4)         (174.1)          (32.4)         (116.7)       (20.4)
      --------------------------------------
     Unrealized gain (loss) on investments       (555.2)        1,335.1              --              --           --
      --------------------------------------
     Nonadmitted assets, including
       nonadmitted investments                    139.6           119.1              --              --           --
      --------------------------------------
     Investments in subsidiary companies          460.9           490.4            39.1            41.3        (80.5)
      --------------------------------------
     Surplus notes and related interest        (1,250.0)       (1,251.5)            1.5            (1.5)          --
      --------------------------------------
     Other, net                                   (61.0)         (120.1)          129.8           103.6        (35.0)
      --------------------------------------  ---------       ---------       ---------       ---------       ------
   Net increase (decrease)                        918.0         1,877.2           (30.7)        1,627.6       (149.1)
   -----------------------------------------  ---------       ---------       ---------       ---------       ------
   Amounts on a GAAP basis                    $ 3,444.5       $ 4,441.7       $   482.2       $   477.3       $243.8
   -----------------------------------------  =========       =========       =========       =========       ======
</TABLE>

                                                                             S-7
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

1. Summary of Significant Accounting
  Policies (continued)
    Other significant accounting practices are as follows:

    INVESTMENTS
    Bonds not backed by loans are principally stated at amortized cost and the
    discount or premium is amortized using the interest method.

    Mortgage-backed bonds are valued at amortized cost and income is recognized
    using a constant effective yield based on anticipated prepayments and the
    estimated economic life of the securities. When actual prepayments differ
    significantly from anticipated prepayments, the effective yield is
    recalculated to reflect actual payments to date and anticipated future
    payments. The net investment in the securities is adjusted to the amount
    that would have existed had the new effective yield been applied since the
    acquisition of the securities.

    Short-term investments include investments with maturities of less than one
    year at the date of acquisition. The carrying amounts for these investments
    approximate their fair values.

    Preferred stocks are reported at cost or amortized cost.

    Unaffiliated common stocks are reported at fair value as determined by the
    Securities Valuation Office of the NAIC and the related unrealized gains
    (losses) are reported in unassigned surplus without adjustment for federal
    income taxes.

    Policy loans are reported at unpaid balances.

    The Company uses various derivative instruments as part of its overall
    liability-asset management program for certain investments and life
    insurance and annuity products. The Company values all derivative
    instruments on a basis consistent with that of the hedged item. Upon
    termination, gains and losses on those instruments are included in the
    carrying values of the underlying hedged items or deferred in IMR, where
    applicable, and are amortized over the remaining lives of the hedged items
    as adjustments to investment income. Any unamortized gains or losses are
    recognized when the underlying hedged items are sold. The premiums paid for
    interest rate caps and swaptions are deferred and amortized to net
    investment income on a straight-line basis over the term of the respective
    derivative.

    Hedge accounting is applied as indicated above after the Company determines
    that the items to be hedged expose the Company to interest rate
    fluctuations, the widening of bond yield spreads over comparable maturity
    U.S. government obligations and foreign exchange risk. Moreover, the
    derivatives used are designated as a hedge and reduce the indicated risk by
    having a high correlation between changes in the value of the derivatives
    and the items being hedged at both the inception of the hedge and throughout
    the hedge period. Should such criteria not be met or if the hedged items are
    sold, terminated or matured, the change in value of the derivatives is
    included in net income.

    Mortgage loans on real estate are reported at unpaid balances, less
    allowances for impairments. Real estate is reported at depreciated cost.

    Realized investment gains and losses on investments sold are determined
    using the specific identification method. Changes in admitted asset carrying
    amounts of bonds, mortgage loans and common and preferred stocks are
    credited or charged directly in unassigned surplus.

    LOANED SECURITIES
    Securities loaned are treated as collateralized financing transactions and a
    liability is recorded equal to the cash collateral received which is
    typically greater than the market value of the related securities loaned. In
    other instances, the Company will hold as collateral securities with a
    market value at least equal to the securities loaned. Securities held as
    collateral are not recorded in the Company's balance sheet in accordance
    with accounting guidance for secured borrowings and collateral. The
    Company's agreements with third parties generally contain contractual
    provisions to allow for additional collateral to be obtained when necessary.
    The Company values collateral daily and obtains additional collateral when
    deemed appropriate.

    GOODWILL
    Goodwill, which represents the excess, subject to certain limitations, of
    the ceding commission over statutory-basis net assets of business purchased

S-8
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

1. Summary of Significant Accounting
  Policies (continued)
    under an assumption reinsurance agreement, is amortized on a straight-line
    basis over ten years.

    PREMIUMS
    Life insurance and annuity premiums are recognized as revenue when due.
    Accident and health premiums are earned pro rata over the contract term of
    the policies.

    BENEFITS
    Life, annuity and accident and health benefit reserves are developed by
    actuarial methods and are determined based on published tables using
    statutorily specified interest rates and valuation methods that will
    provide, in the aggregate, reserves that are greater than or equal to the
    minimum or guaranteed policy cash values or the amounts required by the
    Insurance Department. The Company waives deduction of deferred fractional
    premiums on the death of life and annuity policy insureds and returns any
    premium beyond the date of death, except for policies issued prior to March
    1977. Surrender values on policies do not exceed the corresponding benefit
    reserves. Additional reserves are established when the results of cash flow
    testing under various interest rate scenerios indicate the need for such
    reserves. If net premiums exceed the gross premiums on any insurance
    in-force, additional reserves are established. Benefit reserves for policies
    underwritten on a substandard basis are determined using the multiple table
    reserve method.

    The tabular interest, tabular less actual reserves released and tabular cost
    have been determined by formula or from the basic data for such items.
    Tabular interest funds not involving life contingencies were determined
    using the actual interest credited to the funds plus the change in accrued
    interest.

    Liabilities related to guaranteed investment contracts and policyholder
    funds left on deposit with the Company generally are equal to fund balances
    less applicable surrender charges.

    CLAIMS AND CLAIM ADJUSTMENT EXPENSES
    Unpaid claims and claim adjustment expenses on accident and health policies
    represent the estimated ultimate net cost of all reported and unreported
    claims incurred during the year. The Company does not discount claims and
    claim adjustment expense reserves. The reserves for unpaid claims and claim
    adjustment expenses are estimated using individual case-basis valuations and
    statistical analyses. Those estimates are subject to the effects of trends
    in claim severity and frequency. Although considerable variability is
    inherent in such estimates, management believes that the reserves for claims
    and claim adjustment expenses are adequate. The estimates are continually
    reviewed and adjusted as necessary as experience develops or new information
    becomes known; such adjustments are included in current operations.

    REINSURANCE CEDED AND ASSUMED
    Reinsurance premiums, benefits and claims and claim adjustment expenses are
    accounted for on bases consistent with those used in accounting for the
    original policies issued and the terms of the reinsurance contracts. Certain
    business is transacted on a funds withheld basis and investment income on
    investments managed by the Company are reported in net investment income.

    PENSION BENEFITS
    Costs associated with the Company's defined benefit pension plans are
    systematically accrued during the expected period of active service of the
    covered employees.

    INCOME TAXES
    The Company and eligible subsidiaries have elected to file consolidated
    federal and state income tax returns with LNC and certain LNC subsidiaries.
    Pursuant to an intercompany tax sharing agreement with LNC, the Company
    provides for income taxes on a separate return filing basis. The tax sharing
    agreement also provides that the Company will receive benefit for net
    operating losses, capital losses and tax credits which are not usable on a
    separate return basis to the extent such items may be utilized in the
    consolidated income tax returns of LNC.

    STOCK OPTIONS
    The Company recognizes compensation expense for its stock option incentive
    plans using the intrinsic value method of accounting. Under the terms of the
    intrinsic value method, compensation cost is the excess, if any, of the
    quoted market price of

                                                                             S-9
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

1. Summary of Significant Accounting
  Policies (continued)
    LNC's common stock at the grant date, or other measurement date, over the
    amount an employee or agent must pay to acquire the stock.

    ASSETS HELD IN SEPARATE ACCOUNTS AND LIABILITIES RELATED TO SEPARATE
    ACCOUNTS
    Separate account assets and liabilities reported in the accompanying balance
    sheets represent funds that are separately administered for variable life
    and variable annuity contracts and for which the contractholder, rather than
    the Company, bears the investment risk. Separate account assets are reported
    at fair value. The operations of the separate accounts are not included in
    the accompanying financial statements. Policy administration and investment
    management fees charged on separate account policyholder deposits are
    included in income from separate account investment management and
    administration service fees. Mortality charges on variable universal life
    contracts are included in income from expense charges on deposit funds. Fees
    charged relative to variable annuity and variable universal life
    administration agreements for separate account products sold by other
    insurance companies and not recorded on the Company's financial statements
    are included in income from separate account investment management and
    administration service fees.

2. Permitted Statutory Accounting Practices
    The Company's statutory-basis financial statements are prepared in
    accordance with accounting practices prescribed or permitted by the
    Insurance Department. "Prescribed" statutory accounting practices are
    interspersed throughout state insurance laws and regulations, the NAIC's
    ACCOUNTING PRACTICES AND PROCEDURES MANUAL and a variety of other NAIC
    publications. "Permitted" statutory accounting practices encompass all
    accounting practices that are not prescribed; such practices may differ from
    state to state, may differ from company to company within a state and may
    change in the future.

    In 1998, the NAIC adopted codified statutory accounting principles
    ("Codification") effective January 1, 2001. Codification will likely change,
    to some extent, prescribed statutory accounting practices and may result in
    changes to the accounting practices that the Company uses to prepare its
    statutory-basis financial statements. Codification will require adoption by
    the various states before it becomes the prescribed statutory-basis of
    accounting for insurance companies domesticated within those states.
    Accordingly, before Codification becomes effective for the Company, the
    state of Indiana must adopt Codification as the prescribed basis of
    accounting on which domestic insurers must report their statutory-basis
    results to the Insurance Department. At this time, it is anticipated that
    Indiana will adopt Codification, however, based on current guidance,
    management believes that the impact of Codification will not be material to
    the Company's statutory-basis financial statements.

S-10
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

3. Investments
    The major categories of net investment income are as
    follows:

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31
                                                                 1999           1998           1997
                                                                 --------------------------------------
                                                                 (IN MILLIONS)
                                                                 --------------------------------------
   <S>                                                           <C>            <C>            <C>
   Income:
     Bonds                                                       $1,840.6       $1,714.3       $1,524.4
   ------------------------------------------------------------
     Preferred stocks                                                20.3           19.7           23.5
   ------------------------------------------------------------
     Unaffiliated common stocks                                       6.3           10.6            8.3
   ------------------------------------------------------------
     Affiliated common stocks                                         7.8            5.2           15.0
   ------------------------------------------------------------
     Mortgage loans on real estate                                  321.0          323.6          257.2
   ------------------------------------------------------------
     Real estate                                                     57.8           81.4           92.2
   ------------------------------------------------------------
     Policy loans                                                   101.7           86.5           37.5
   ------------------------------------------------------------
     Other investments                                               50.6           26.5           28.2
   ------------------------------------------------------------
     Cash and short-term investments                                 95.9          104.7           70.3
   ------------------------------------------------------------  --------       --------       --------
   Total investment income                                        2,502.0        2,372.5        2,056.6
   ------------------------------------------------------------
   Expenses:
     Depreciation                                                    14.4           19.3           21.0
   ------------------------------------------------------------
     Other                                                          284.4          246.0          188.5
   ------------------------------------------------------------  --------       --------       --------
   Total investment expenses                                        298.8          265.3          209.5
   ------------------------------------------------------------  --------       --------       --------
   Net investment income                                         $2,203.2       $2,107.2       $1,847.1
   ------------------------------------------------------------  ========       ========       ========
</TABLE>

                                                                            S-11
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

3. Investments (continued)
    The cost or amortized cost, gross unrealized gains and
    losses and the fair value of investments in bonds are
    summarized as follows:

<TABLE>
<CAPTION>
                                                        COST OR         GROSS            GROSS
                                                        AMORTIZED       UNREALIZED       UNREALIZED       FAIR
                                                        COST            GAINS            LOSSES           VALUE
                                                        -----------------------------------------------------------
                                                        (IN MILLIONS)
                                                        -----------------------------------------------------------
   <S>                                                  <C>             <C>              <C>              <C>
   At December 31, 1999:
     Corporate                                          $17,758.4        $  229.6          $763.0         $17,225.0
      ------------------------------------------------
     U.S. government                                        316.8            29.6            21.5             324.9
      ------------------------------------------------
     Foreign government                                     984.5            49.8            39.9             994.4
      ------------------------------------------------
     Mortgage-backed                                      3,913.7            46.2           139.0           3,820.9
      ------------------------------------------------
     State and municipal                                     11.6              --              .5              11.1
      ------------------------------------------------  ---------        --------          ------         ---------
                                                        $22,985.0        $  355.2          $963.9         $22,376.3
                                                        =========        ========          ======         =========

   At December 31, 1998:
     Corporate                                          $17,658.4        $1,159.8          $148.2         $18,670.0
      ------------------------------------------------
     U.S. government                                        900.7            88.8             3.4             986.1
      ------------------------------------------------
     Foreign government                                     947.8            59.9            61.2             946.5
      ------------------------------------------------
     Mortgage-backed                                      4,312.1           171.6            33.4           4,450.3
      ------------------------------------------------
     State and municipal                                     11.9              .7              --              12.6
      ------------------------------------------------  ---------        --------          ------         ---------
                                                        $23,830.9        $1,480.8          $246.2         $25,065.5
                                                        =========        ========          ======         =========
</TABLE>

    The carrying amounts of bonds in the balance sheets at
    December 31, 1999 and 1998 reflect adjustments of
    $38,900,000 and $11,800,000, respectively, to decrease
    amortized cost as a result of the Securities Valuation
    Office of the NAIC ("SVO") designating certain investments
    as in or near default.

    A summary of the cost or amortized cost and fair value of
    investments in bonds at December 31, 1999, by contractual
    maturity, is as follows:

<TABLE>
<CAPTION>
                                                                 COST OR
                                                                 AMORTIZED       FAIR
                                                                 COST            VALUE
                                                                 -------------------------
                                                                 (IN MILLIONS)
                                                                 -------------------------
   <S>                                                           <C>             <C>
   Maturity:
     In 2000                                                     $   598.0       $   599.2
   ------------------------------------------------------------
     In 2001-2004                                                  4,359.8         4,313.4
   ------------------------------------------------------------
     In 2005-2009                                                  6,636.0         6,392.9
   ------------------------------------------------------------
     After 2009                                                    7,477.5         7,249.9
   ------------------------------------------------------------
     Mortgage-backed securities                                    3,913.7         3,820.9
   ------------------------------------------------------------  ---------       ---------
   Total                                                         $22,985.0       $22,376.3
   ------------------------------------------------------------  =========       =========
</TABLE>

S-12
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

3. Investments (continued)
    The expected maturities may differ from the contractual
    maturities in the foregoing table because certain borrowers
    may have the right to call or prepay obligations with or
    without call or prepayment penalties.

    Proceeds from sales of investments in bonds during 1999,
    1998 and 1997 were $5,351,400,000, $9,395,000,000 and
    $9,715,000,000, respectively. Gross gains during 1999, 1998
    and 1997 of $95,400,000, $186,300,000 and $218,100,000,
    respectively, and gross losses of $195,500,000, $138,000,000
    and $78,000,000, respectively, were realized on those sales.

    At December 31, 1999 and 1998, investments in bonds, with an
    admitted asset value of $116,500,000 and $97,800,000,
    respectively, were on deposit with state insurance
    departments to satisfy regulatory requirements.

    Unrealized gains and losses on investments in unaffiliated
    common stocks are reported directly in unassigned surplus
    and are not reported in the statutory-basis Statements of
    Operations. The cost or amortized cost, gross unrealized
    gains and losses and the fair value of investments in
    unaffiliated common stocks and preferred stocks are as
    follows:

<TABLE>
<CAPTION>
                                             COST OR    GROSS       GROSS
                                             AMORTIZED  UNREALIZED  UNREALIZED  FAIR
                                             COST       GAINS       LOSSES      VALUE
                                             -----------------------------------------
                                             (IN MILLIONS)
                                             -----------------------------------------
   <S>                                       <C>        <C>         <C>         <C>
   At December 31, 1999:
     Preferred stocks                         $253.8      $ 1.3       $31.5     $223.6
   ----------------------------------------
     Unaffiliated common stocks                150.4       34.2        17.7      166.9
   ----------------------------------------
   At December 31, 1998:
     Preferred stocks                         $236.0      $ 8.9       $ 2.4     $242.5
   ----------------------------------------
     Unaffiliated common stocks                223.3       62.0        26.0      259.3
   ----------------------------------------
</TABLE>

    The carrying amount of preferred stocks in the balance
    sheets at December 31, 1999 and 1998 reflects adjustments of
    $4,100,000 and $5,800,000, respectively, to decrease
    amortized cost as a result of the SVO designating certain
    investments as low or lower quality.

    During 1999, the minimum and maximum lending rates for
    mortgage loans were 6.5% and 11.5%, respectively. At the
    issuance of a loan, the percentage of loan to value on any
    one loan does not exceed 75%. All properties covered by
    mortgage loans have fire insurance at least equal to the
    excess of the loan over the maximum loan that would be
    allowed on the land without the building.

                                                                            S-13
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

3. Investments (continued)
    Components of the Company's investments in real estate are
    summarized as follows:

<TABLE>
<CAPTION>
                                                                 DECEMBER 31
                                                                 1999         1998
                                                                 -------------------
                                                                 (IN MILLIONS)
                                                                 -------------------
   <S>                                                           <C>          <C>
   Occupied by the Company:
     Land                                                        $  2.5       $  2.5
   ------------------------------------------------------------
     Buildings                                                     11.1          9.0
   ------------------------------------------------------------
     Less accumulated depreciation                                 (2.2)        (1.7)
   ------------------------------------------------------------  ------       ------
   Net real estate occupied by the Company                         11.4          9.8
   ------------------------------------------------------------
   Other:
     Land                                                          46.2         93.2
   ------------------------------------------------------------
     Buildings                                                    226.8        413.0
   ------------------------------------------------------------
     Other                                                          4.7          7.9
   ------------------------------------------------------------
     Less accumulated depreciation                                (35.1)       (50.1)
   ------------------------------------------------------------  ------       ------
   Net other real estate                                          242.6        464.0
   ------------------------------------------------------------  ------       ------
   Net real estate                                               $254.0       $473.8
   ------------------------------------------------------------  ======       ======
</TABLE>

    Net realized capital gains are reported net of federal
    income taxes and amounts transferred to the IMR as follows:

<TABLE>
<CAPTION>
                                                                 1999         1998         1997
                                                                 --------------------------------
                                                                 (IN MILLIONS)
                                                                 --------------------------------
   <S>                                                           <C>          <C>          <C>
   Net realized capital gains                                    $ 20.8       $179.7       $209.3
   ------------------------------------------------------------
   Less amount transferred to IMR (net of related taxes
   (credits) of ($31.4), $27.3 and $54.0 in 1999, 1998 and
   1997, respectively)                                            (58.3)        50.8        100.2
   ------------------------------------------------------------  ------       ------       ------
                                                                   79.1        128.9        109.1
   Less federal income taxes (credits) on realized gains          (35.3)        82.1         77.8
   ------------------------------------------------------------  ------       ------       ------
   Net realized capital gains after transfer to IMR and taxes
   (credits)                                                     $114.4       $ 46.8       $ 31.3
   ------------------------------------------------------------  ======       ======       ======
</TABLE>

4. Subsidiaries
    The Company owns 100% of the outstanding common stock of
    four insurance company subsidiaries: First Penn-Pacific Life
    Insurance Company ("First Penn"), Lincoln National Health &
    Casualty Insurance Company ("LNH&C"), Lincoln National
    Reassurance Company ("LNRAC") and Lincoln Life & Annuity
    Company of New York ("LNY"). The Company also owns 100% of
    the outstanding common stock of four non-insurance company
    subsidiaries: Lincoln National Insurance Associates
    ("LNIA"), Sagemark Consulting, Inc. ("Sagemark"), Wakefield
    Tower Alpha Limited ("Wakefield"), and Lincoln Realty
    Capital

S-14
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

4. Subsidiaries (continued)
    Corporation ("LRCC"). The Company also owns 85% of one
    non-insurance company subsidiary, AnnuityNet, Inc.
    (AnnuityNet). Statutory-basis financial information related
    to the insurance subsidiaries is summarized as follows (in
    millions):

<TABLE>
<CAPTION>
                                                              DECEMBER 31, 1999
                                                              ----------------------------------
                                                              FIRST
                                                              PENN      LNH&C   LNRAC   LNY
                                                              ----------------------------------
   <S>                                                        <C>       <C>     <C>     <C>
   Cash and invested assets                                   $1,318.7  $434.6  $443.6  $1,888.6
   ---------------------------------------------------------
   Other assets                                                   40.6   55.5    492.6     403.1
   ---------------------------------------------------------  --------  ------  ------  --------
   Total admitted assets                                      $1,359.3  $490.1  $936.2  $2,291.7
   ---------------------------------------------------------  ========  ======  ======  ========

   Insurance reserves                                         $1,242.2  $394.4  $261.4  $1,802.4
   ---------------------------------------------------------
   Other liabilities                                              44.3   27.9    614.4      25.6
   ---------------------------------------------------------
   Liabilities related to separate accounts                         --     --       --     328.8
   ---------------------------------------------------------
   Capital and surplus                                            72.8   67.8     60.4     134.9
   ---------------------------------------------------------  --------  ------  ------  --------
   Total liabilities and capital and surplus                  $1,359.3  $490.1  $936.2  $2,291.7
   ---------------------------------------------------------  ========  ======  ======  ========
</TABLE>

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31, 1999
                                                                -----------------------------------------------
                                                                FIRST
                                                                PENN         LNH&C        LNRAC        LNY
                                                                -----------------------------------------------
   <S>                                                          <C>          <C>          <C>          <C>
   Revenues                                                     $332.7       $263.3       $ 88.4       $  313.3
   -----------------------------------------------------------
   Expenses                                                      329.0       346.9          75.4          291.4
   -----------------------------------------------------------
   Net realized gains (losses)                                      --          --            .2           (2.0)
   -----------------------------------------------------------  ------       ------       ------       --------
   Net income (loss)                                            $  3.7       $(83.6)      $ 13.2       $   19.9
   -----------------------------------------------------------  ======       ======       ======       ========
</TABLE>

<TABLE>
<CAPTION>
                                                               DECEMBER 31, 1998
                                                               ----------------------------------
                                                               FIRST
                                                               PENN      LNH&C   LNRAC   LNY
                                                               ----------------------------------
   <S>                                                         <C>       <C>     <C>     <C>
   Cash and invested assets                                    $1,221.1  $333.9  $403.6  $1,938.0
   ----------------------------------------------------------
   Other assets                                                    40.3   31.3   490.0      270.2
   ----------------------------------------------------------  --------  ------  ------  --------
   Total admitted assets                                       $1,261.4  $365.2  $893.6  $2,208.2
   ----------------------------------------------------------  ========  ======  ======  ========

   Insurance reserves                                          $1,149.8  $266.3  $281.8  $1,814.5
   ----------------------------------------------------------
   Other liabilities                                               42.0   24.0   553.7       45.1
   ----------------------------------------------------------
   Liabilities related to separate accounts                          --     --      --      236.9
   ----------------------------------------------------------
   Capital and surplus                                             69.6   74.9    58.1      111.7
   ----------------------------------------------------------  --------  ------  ------  --------
   Total liabilities and capital and surplus                   $1,261.4  $365.2  $893.6  $2,208.2
   ----------------------------------------------------------  ========  ======  ======  ========
</TABLE>

                                                                            S-15
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

4. Subsidiaries (continued)

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31, 1998
                                                                ---------------------------------
                                                                FIRST
                                                                PENN    LNH&C    LNRAC   LNY
                                                                ---------------------------------
   <S>                                                          <C>     <C>      <C>     <C>
   Revenues                                                     $310.4  $ 165.0  $150.3  $1,402.6
   -----------------------------------------------------------
   Expenses                                                      310.6    164.4  139.5    1,656.1
   -----------------------------------------------------------
   Net realized gains (losses)                                    (0.3)     0.9   (0.1)      (0.7)
   -----------------------------------------------------------  ------  -------  ------  --------
   Net income (loss)                                            $ (0.5) $   1.5  $10.7   $ (254.2)
   -----------------------------------------------------------  ======  =======  ======  ========
</TABLE>

    AnnuityNet was formed in 1998 for the distribution of
    variable annuities over the Internet and is valued on the
    equity method (at 85% of GAAP equity) with an admitted asset
    value of $2,400,000 at December 31, 1999. LNIA was purchased
    in 1998 for $600,000 and is valued on the equity method with
    an admitted asset value of $800,000 at December 31, 1999.
    Sagemark is a broker dealer and was acquired in connection
    with a reinsurance transaction completed in 1998. Sagemark
    is valued on the equity method with an admitted asset value
    of $6,400,000 at December 31, 1999. Wakefield was formed in
    1999 to engage in the ownership and management of
    investments and is valued on the equity method with an
    admitted asset value of $248,300,000. Wakefield's assets as
    of December 31, 1999 consist entirely of investments in
    bonds. LRCC was formed in 1999 to engage in the management
    of certain real estate investments. It was capitalized with
    cash and three real estate investments of $12,700,000 and is
    valued on the equity method with an admitted asset value of
    $10,900,000.

    The carrying value of all affiliated common stocks, was
    $604,700,000 and $322,100,000 at December 31, 1999 and 1998,
    respectively. The insurance affiliates are carried at
    statutory-basis net equity while other affiliates are
    recorded at GAAP-basis net equity, adjusted for certain
    items which would be non-admitted under statutory accounting
    principles. The cost basis of investments in subsidiaries as
    of December 31, 1999 and 1998 was $970,700,000 and
    $631,100,000, respectively.

    During 1999, 1998 and 1997 the Company's insurance
    subsidiaries paid dividends of $5,200,000, $5,200,000 and
    $15,000,000, respectively.

5. Federal Income Taxes
    The effective federal income tax rate in the accompanying
    Statements of Operations differs from the prevailing
    statutory tax rate principally due to tax-exempt investment
    income, dividends received tax deductions and differences
    between statutory accounting and tax return recognition
    relative to policy acquisition costs, policy and contract
    liabilities and reinsurance ceding commissions.

    In 1999, 1998 and 1997, federal income tax expense (benefit)
    incurred totaled $85,400,000, ($141,000,000) and
    $78,300,000, respectively. In 1999, capital losses of
    $151,700,000 were incurred, and carried back to recover
    taxes paid in prior years.

    The Company paid $45,300,000, $2,300,000 and $164,500,000 to
    LNC in 1999, 1998 and 1997, respectively, in federal income
    taxes.

    Under prior income tax law, one-half of the excess of a life
    insurance company's income from operations over its taxable
    investment income was not taxed, but was set aside in a
    special tax account designated as "Policyholders' Surplus."
    The Company has approximately $187,000,000 of untaxed
    "Policyholders' Surplus" on which no payment of federal

S-16
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

5. Federal Income Taxes (continued)
    income taxes will be required unless it is distributed as a
    dividend, or under other specified conditions. Barring the
    passage of unfavorable legislation, the Company does not
    believe that any significant portion of the account will be
    taxed in the foreseeable future and no related tax liability
    has been recognized. If the entire balance of the account
    became taxable under the current federal income tax rate,
    the tax would be approximately $65,500,000.

6. Supplemental Financial Data
    The balance sheet caption "Reinsurance recoverable" includes
    amounts recoverable from other insurers for claims paid by
    the Company. The balance sheet caption, "Future policy
    benefits and claims," and the balance sheet caption "Other
    policyholder funds" have been reduced for insurance ceded as
    follows:

<TABLE>
<CAPTION>
                                                                 DECEMBER 31
                                                                 1999           1998
                                                                 -----------------------
                                                                 (IN MILLIONS)
                                                                 -----------------------
   <S>                                                           <C>            <C>
   Insurance ceded                                               $5,340.0       $4,081.8
   ------------------------------------------------------------
   Amounts recoverable from other insurers                           81.2           79.9
   ------------------------------------------------------------
</TABLE>

    Reinsurance transactions, excluding assumption reinsurance,
    included in the income statement caption, "Premiums and
    deposits," are as follows:

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31
                                                                 1999           1998           1997
                                                                 ------------------------------------
                                                                 (IN MILLIONS)
                                                                 ------------------------------------
   <S>                                                           <C>            <C>            <C>
   Insurance assumed                                             $2,606.5       $9,018.9       $727.2
   ------------------------------------------------------------
   Insurance ceded                                                1,675.1          877.1        302.9
   ------------------------------------------------------------  --------       --------       ------
   Net amount included in premiums                               $  931.4       $8,141.8       $424.3
   ------------------------------------------------------------  ========       ========       ======
</TABLE>

    The income statement caption, "Benefits and settlement
    expenses," is net of reinsurance recoveries of
    $2,609,000,000, $2,098,800,000 and $1,240,500,000 for 1999,
    1998 and 1997, respectively.

    Details underlying the balance sheet caption "Other
    policyholder funds" are as follows:

<TABLE>
<CAPTION>
                                                                 DECEMBER 31
                                                                 1999            1998
                                                                 -------------------------
                                                                 (IN MILLIONS)
                                                                 -------------------------
   <S>                                                           <C>             <C>
   Premium deposit funds                                         $16,208.3       $16,285.2
   ------------------------------------------------------------
   Undistributed earnings on participating business                  346.9           348.4
   ------------------------------------------------------------
   Other                                                              34.3            13.9
   ------------------------------------------------------------  ---------       ---------
                                                                 $16,589.5       $16,647.5
                                                                 =========       =========
</TABLE>

                                                                            S-17
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

6. Supplemental Financial Data (continued)
    Deferred and uncollected life insurance premiums and annuity
    considerations included in the balance sheet caption,
    "Premiums and fees in course of collection," are as follows:

<TABLE>
<CAPTION>
                                                                 DECEMBER 31, 1999
                                                                 ---------------------------------
                                                                                           NET OF
                                                                 GROSS       LOADING       LOADING
                                                                 ---------------------------------
                                                                 (IN MILLIONS)
                                                                 ---------------------------------
   <S>                                                           <C>         <C>           <C>
   Ordinary new business                                         $10.8        $ 7.3         $ 3.5
   ------------------------------------------------------------
   Ordinary renewal                                               54.2          6.8          47.4
   ------------------------------------------------------------
   Group life                                                     13.7           .1          13.6
   ------------------------------------------------------------  -----        -----         -----
                                                                 $78.7        $14.2         $64.5
                                                                 =====        =====         =====
</TABLE>

<TABLE>
<CAPTION>
                                                                 DECEMBER 31, 1998
                                                                 ---------------------------------
                                                                                           NET OF
                                                                 GROSS       LOADING       LOADING
                                                                 ---------------------------------
                                                                 (IN MILLIONS)
                                                                 ---------------------------------
   <S>                                                           <C>         <C>           <C>
   Ordinary new business                                         $ 9.5        $ 3.4         $ 6.1
   ------------------------------------------------------------
   Ordinary renewal                                              (13.7)        11.3         (25.0)
   ------------------------------------------------------------
   Group life                                                     14.2           .2          14.0
   ------------------------------------------------------------  -----        -----         -----
                                                                 $10.0        $14.9         $(4.9)
                                                                 =====        =====         =====
</TABLE>

7. Annuity Reserves
    At December 31, 1999, the Company's annuity reserves and
    deposit fund liabilities, including separate accounts, that
    are subject to discretionary withdrawal with adjustment,
    subject to discretionary withdrawal without adjustment and
    not subject to discretionary withdrawal provisions are
    summarized as follows:

<TABLE>
<CAPTION>
                                                                 AMOUNT          PERCENT
                                                                 -----------------------
                                                                 (IN MILLIONS)
                                                                 -----------------------
   <S>                                                           <C>             <C>
   Subject to discretionary withdrawal with adjustment:
     With market value adjustment                                $ 2,427.7           4%
   ------------------------------------------------------------
     At book value, less surrender charge                          2,237.3           3
   ------------------------------------------------------------
     At market value                                              44,076.2          68
   ------------------------------------------------------------  ---------         ---
                                                                  48,741.2          75
   Subject to discretionary withdrawal without adjustment at
   book value with minimal or no charge or adjustment             13,486.5          21
   ------------------------------------------------------------
   Not subject to discretionary withdrawal                         2,622.4           4
   ------------------------------------------------------------  ---------         ---
   Total annuity reserves and deposit fund                        64,850.1         100%
   ------------------------------------------------------------                    ===
   Less reinsurance                                                1,548.0
   ------------------------------------------------------------  ---------
   Net annuity reserves and deposit fund liabilities, including
   separate accounts                                             $63,302.1
   ------------------------------------------------------------  =========
</TABLE>

S-18
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

8. Capital and Surplus
    In 1998, the Company issued two surplus notes to LNC in return for cash of
    $1,250,000,000. The first note for $500,000,000 was issued to LNC in
    connection with the CIGNA Corporation ("CIGNA")indemnity reinsurance
    transaction on January 5, 1998. This note calls for the Company to pay the
    principal amount of the notes on or before March 31, 2028 and interest to be
    paid quarterly at an annual rate of 6.56%. Subject to approval by the
    Indiana Insurance Commissioner, LNC also has a right to redeem the note for
    immediate repayment in total or in part once per year on the anniversary
    date of the note, but not before January 5, 2003. Any payment of interest or
    repayment of principal may be paid only out of the Company's earnings, only
    if the Company's surplus exceeds specified levels ($2,315,700,000 at
    December 31, 1999), and subject to approval by the Indiana Insurance
    Commissioner.

    The second note for $750,000,000 was issued on December 18, 1998 to LNC in
    connection with the Aetna, Inc. ("Aetna") indemnity reinsurance transaction.
    This note calls for the Company to pay the principal amount of the notes on
    or before December 31, 2028 and interest to be paid quarterly at an annual
    rate of 6.03%. Subject to approval by the Indiana Insurance Commissioner,
    LNC also has a right to redeem the note for immediate repayment in total or
    in part once per year on the anniversary date of the note, but not before
    December 18, 2003. Any payment of interest or repayment of principal may be
    paid only out of the Company's earnings, only if the Company's surplus
    exceeds specified levels ($2,379,600,000 at December 31, 1999), and subject
    to approval by the Indiana Insurance Commissioner.

    A summary of the terms of these surplus notes follows (in millions):

<TABLE>
<CAPTION>
                                                     PRINCIPAL                     INCEPTION       ACCRUED
                                                   OUTSTANDING AT                   TO DATE      INTEREST AT
                                     PRINCIPAL      DECEMBER 31,   CURRENT YEAR    INTEREST     DECEMBER 31,
  DATE ISSUED                      AMOUNT OF NOTE       1999       INTEREST PAID     PAID           1999
  -----------                      --------------  --------------  -------------  -----------  ---------------
  <S>                              <C>             <C>             <C>            <C>          <C>
  January 5, 1998                   $     500.0      $     500.0    $     32.8    $     65.1   $            --
  -------------------------------
  December 18, 1998                       750.0            750.0          46.7          46.7                --
  -------------------------------
</TABLE>

    Life insurance companies are subject to certain Risk-Based Capital ("RBC")
    requirements as specified by the NAIC. Under those requirements, the amount
    of capital and surplus maintained by a life insurance company is to be
    determined based on the various risk factors related to it. At December 31,
    1999, the Company exceeds the RBC requirements.

    The payment of dividends by the Company is limited and cannot be made except
    from earned profits. The maximum amount of dividends that may be paid by
    life insurance companies without prior approval of the Indiana Insurance
    Commissioner is subject to restrictions relating to statutory surplus and
    net gain from operations. In January 1998, the Company assumed a block of
    individual life insurance and annuity business from CIGNA and in
    October 1998, the Company assumed a block of individual life insurance
    business from Aetna (SEE NOTE 10). The statutory accounting regulations do
    not allow goodwill to be recognized on indemnity reinsurance transactions
    and therefore, the related ceding commission was expensed in the
    accompanying Statement of Operations and resulted in the reduction of
    unassigned surplus. As a result of these transactions, the Company's
    statutory-basis unassigned surplus is negative as of December 31, 1999 and
    it will be necessary for the Company to obtain prior approval of the Indiana
    Insurance Commissioner before paying any dividends to LNC until such time as
    statutory-basis unassigned surplus is positive. The time frame for
    unassigned surplus to return to a positive position is dependent upon future
    statutory earnings and dividends paid to LNC. Although no assurance can be
    given, management believes that the approvals for the payment of such
    dividends in amounts consistent with those paid in the past can be obtained.

                                                                            S-19
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

9. Employee Benefit Plans
    LNC maintains defined benefit pension plans for its employees (including
    Company employees) and a defined contribution plan for the Company's agents.
    LNC also maintains 401(k) plans, deferred compensation plans and
    postretirement medical and life insurance plans for its employees and agents
    (including the Company's employees and agents). Effective July 1, 1999, the
    agents' postretirement plan was changed to require agents retiring on or
    after that date to pay the full premium costs. This change to the plan
    resulted in a one-time curtailment gain of $1,400,000 in 1999. The aggregate
    expenses and accumulated obligations for the Company's portion of these
    plans are not material to the Company's statutory-basis financial Statements
    of Operations or financial position for any of the periods shown.

    LNC has various incentive plans for key employees, agents and directors of
    LNC and its subsidiaries that provide for the issuance of stock options,
    stock appreciation rights, restricted stock awards and stock incentive
    awards. These plans are comprised primarily of stock option incentive plans.
    Stock options granted under the stock option incentive plans are at the
    market value at the date of grants and, subject to termination of
    employment, expire ten years from the date of grant. Such options are
    transferable only upon death and are exercisable one year from the date of
    grant for options issued prior to 1992. Options issued subsequent to 1991
    are exercisable in 25% increments on the option issuance anniversary in the
    four years following issuance.

    As of December 31, 1999, there were 2,072,087 and 1,397,005 shares of LNC
    common stock subject to options granted to Company employees and agents,
    respectively, under the stock option incentive plans of which 919,749 and
    241,097, respectively, were exercisable on that date. The exercise prices of
    the outstanding options range from $12.50 to $56.75. During 1999, 1998 and
    1997, there were 318,421, 136,469 and 170,789 options exercised,
    respectively, and 82,024, 18,288 and 1,846 options forfeited, respectively.

10. Restrictions, Commitments and Contingencies
    DISABILITY INCOME CLAIMS
    The liability for disability income claims net of the related asset for
    amounts recoverable from reinsurers at December 31, 1999 and 1998 is
    $221,600,000 and $670,100,000, respectively. This liability is based on the
    assumption that the recent experience will continue in the future. If
    incidence levels and/or claim termination rates fluctuate significantly from
    the assumptions underlying reserves, adjustments to reserves could be
    required in the future. Accordingly, this liability may prove to be
    deficient or excessive. The Company reviews reserve levels on an ongoing
    basis. However, it is management's opinion that such future development will
    not materially affect the financial position of the Company.

    During 1997, the Company conducted an in-depth review of loss experience on
    its disability income business. As a result of this study, the reserve level
    was deemed to be inadequate to meet future obligations if current incident
    levels were to continue in the future. In order to address this situation,
    the Company strengthened its disability income reserves by $80,000,000 in
    1997.

    PERSONAL ACCIDENT PROGRAMS
    In the past, the Company and its wholly owned subsidiary, LNH&C, accepted
    personal accident reinsurance programs from other insurance companies. Most
    of these programs were presented by independent brokers who represented the
    ceding companies. Certain excess-of-loss personal accident reinsurance
    programs created in the London market during 1993 through 1996 have produced
    and have potential to produce significant losses. The liabilities for these
    programs, net of related assets recoverable from reinsurers, were
    $174,700,000 and $177,400,000 at December 31, 1999 and 1998, respectively.

    Settlement activities relating to the Company's participation in workers'
    compensation carve-out (i.e., life and health risks associated with workers'
    compensation coverage) programs managed by Unicover Managers, Inc. have
    allowed the Company to evaluate the possibility of settlements and to
    estimate its potential costs to settle Unicover-related exposures. As of
    December 31, 1999, a liability of $62,200,000 has been established for the

S-20
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

10. Restrictions, Commitments and Contingencies (continued)
    settlement of the Company's exposure to the Unicover programs.

    These amounts are based on various estimates that are subject to
    considerable uncertainty. Accordingly, the liabilities may prove to be
    deficient or excessive. However, it is management's opinion that future
    developments in these programs will not materially affect the financial
    position of the Company.

    HMO EXCESS-OF-LOSS REINSURANCE PROGRAMS
    In light of the continued volatility in the HMO excess-of-loss line of
    business, LNH&C discontinued writing new HMO excess-of-loss reinsurance
    programs in the third quarter of 1999. The liability for HMO claims, net of
    the related assets for amounts recoverable from reinsurers, was $101,900,000
    and $55,900,000 at December 31, 1999 and 1998, respectively. LNH&C reviews
    reserve levels on an ongoing basis. The liability is based on the assumption
    that recent experience will continue in the future. If claims and loss
    ratios fluctuate significantly from the assumptions underlying the reserves,
    adjustments to reserves could be required in the future. Accordingly, the
    liability may prove to be deficient or excessive. However, it is
    management's opinion that such future developments will not materially
    affect the financial position of the Company.

    MARKETING AND COMPLIANCE MATTERS
    Regulators continue to focus on market conduct and compliance issues. Under
    certain circumstances, companies operating in the insurance and financial
    services markets have been held responsible for providing incomplete or
    misleading sales materials and for replacing existing policies with policies
    that were less advantageous to the policyholder. The Company's management
    continues to monitor the Company's sales materials and compliance procedures
    and is making an extensive effort to minimize any potential liability. Due
    to the uncertainty surrounding such matters, it is not possible to provide a
    meaningful estimate of the range of potential outcomes at this time;
    however, it is management's opinion that such future development will not
    materially affect the financial position of the Company.

    GROUP PENSION ANNUITIES
    The liabilities for guaranteed interest and group pension annuity contracts,
    which are no longer being sold by the Company, are supported by a single
    portfolio of assets that attempts to match the duration of these
    liabilities. Due to the long-term nature of group pension annuities and the
    resulting inability to exactly match cash flows, a risk exists that future
    cash flows from investments will not be reinvested at rates as high as
    currently earned by the portfolio. Accordingly, these liabilities may prove
    to be deficient or excessive. However, it is management's opinion that such
    future development will not materially affect the financial position of the
    Company.

    LEASES
    The Company leases its home office properties through sale-leaseback
    agreements. The agreements provide for a 25 year lease period with options
    to renew for six additional terms of five years each. The agreements also
    provide the Company with the right of first refusal to purchase the
    properties during the term of the lease, including renewal periods, at a
    price as defined in the agreements. The Company also has the option to
    purchase the leased properties at fair market value as defined in the
    agreements on the last day of the initial 25-year lease ending in 2009 or on
    the last day of any of the renewal periods.

    Total rental expense on operating leases in 1999, 1998 and 1997 was
    $38,900,000, $34,000,000 and $29,300,000, respectively. Future minimum
    rental commitments are as follows (in millions):

<TABLE>
   <S>                               <C>
   2000                              $ 28.7
   --------------------------------
   2001                                28.8
   --------------------------------
   2002                                27.5
   --------------------------------
   2003                                26.2
   --------------------------------
   2004                                26.5
   --------------------------------
   Thereafter                         123.5
   --------------------------------  ------
                                     $261.2
                                     ======
</TABLE>

    INFORMATION TECHNOLOGY COMMITMENT
    In February 1998, the Company signed a seven-year contract with IBM Global
    Services for information technology services for the Fort Wayne

                                                                            S-21
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

10. Restrictions, Commitments and Contingencies (continued)
    operations. Total costs incurred in 1999 and 1998 were $67,400,000 and
    $54,800,000, respectively. Future minimum annual costs range from
    $33,600,000 to $56,800,000, however future costs are dependent on usage and
    could exceed these amounts.

    INSURANCE CEDED AND ASSUMED
    The Company cedes insurance to other companies, including certain
    affiliates. The portion of risks exceeding the Company's retention limit is
    reinsured with other insurers. The Company limits its maximum coverage that
    it retains on an individual to $10,000,000. Portions of the Company's
    deferred annuity business have also been coinsured with other companies to
    limit its exposure to interest rate risks. At December 31, 1999, the
    reserves associated with these reinsurance arrangements totaled
    $1,422,800,000. To cover products other than life insurance, the Company
    acquires other insurance coverages with retentions and limits that
    management believes are appropriate for the circumstances. The Company
    remains liable if its reinsurers are unable to meet their contractual
    obligations under the applicable reinsurance agreements.

    Proceeds from the sale of common stock of American States Financial
    Corporation ("American States") and proceeds from the January 5, 1998
    surplus note, were used to finance an indemnity reinsurance transaction
    whereby the Company and LNY reinsured 100% of a block of individual life
    insurance and annuity business from CIGNA. The Company paid $1,264,400,000
    to CIGNA on January 2, 1998 under the terms of the reinsurance agreement and
    recognized a ceding commission expense of $1,127,700,000 in 1998, which is
    included in the Statement of Operations line item "Underwriting,
    acquisition, insurance and other expenses." At the time of closing, this
    block of business had statutory liabilities of $4,780,300,000 that became
    the Company's obligation. The Company also received assets, measured on a
    historical statutory-basis, equal to the liabilities.

    In connection with the completion of the CIGNA reinsurance transaction, the
    Company recorded a charge of $31,000,000 to cover certain costs of
    integrating the existing operations with the new block of business.

    In 1999, the Company and CIGNA reached an agreement through arbitration on
    the final statutory-basis values of the assets and liabilities reinsured. As
    a result, the Company's ceding commission for this transaction was reduced
    by $58.6 million.

    Subsequent to this transaction, the Company and LNY announced that they had
    reached an agreement to sell the administration rights to a variable annuity
    portfolio that had been acquired as part of the block of business assumed on
    January 2, 1998. This sale closed on October 12, 1998 with an effective date
    of September 1, 1998.

    On October 1, 1998, the Company and LNY entered into an indemnity
    reinsurance transaction whereby the Company and LNY reinsured 100% of a
    block of individual life insurance business from Aetna. The Company paid
    $856,300,000 to Aetna on October 1, 1998 under the terms of the reinsurance
    agreement and recognized a ceding commission expense of $815,300,000 in
    1998, which is included in the Statement of Operations line item
    "Underwriting, acquisition, insurance and other expenses." At the time of
    closing, this block of business had statutory liabilities of $2,813,800,000
    that became the Company's obligation. The Company also received assets,
    measured on a historical statutory-basis, equal to the liabilities. The
    Company financed this reinsurance transaction with proceeds from short-term
    debt borrowings from LNC until the December 18, 1998 surplus note was
    approved by the Insurance Department. Subsequent to the Aetna transaction,
    the Company and LNY announced that they had reached an agreement to
    retrocede the sponsored life business assumed for $87,600,000. The
    retrocession agreement closed on October 14, 1998 with an effective date of
    October 1, 1998.

    On November 1, 1999, the Company closed its previously announced agreement
    to transfer a block of disability income business to MetLife. Under this
    indemnity reinsurance agreement, the Company transferred $490,800,000 of
    cash to MetLife representing the statutory reserves transferred on this
    business less $17,800,000 of purchase price consideration. A gain on the
    reinsurance transaction of $71,800,000 was recorded directly in unassigned

S-22
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

10. Restrictions, Commitments and Contingencies (continued)
    surplus and will be recognized in statutory earnings over the life of the
    business.

    The Company assumes insurance from other companies, including certain
    affiliates. At December 31, 1999, the Company provided $270,000,000 of
    statutory-basis surplus relief to other insurance companies under
    reinsurance transactions. The Company retroceded 100% of this accepted
    surplus relief to its off-shore reinsurance affiliates. Generally, such
    amounts are offset by corresponding receivables from the ceding company,
    which are secured by future profits on the reinsured business. However, the
    Company is subject to the risk that the ceding company may become insolvent
    and the right of offset would not be permitted.

    The regulatory required liability for unsecured reserves ceded to
    unauthorized reinsurers was $17,300,000 and $43,400,000 at December 31, 1999
    and 1998, respectively.

    VULNERABILITY FROM CONCENTRATIONS
    At December 31, 1999, the Company did not have a material concentration of
    financial instruments in a single investee or industry. The Company's
    investments in mortgage loans principally involve commercial real estate. At
    December 31, 1999, 29% of such mortgages ($1,212,700,000) involved
    properties located in Texas and California. Such investments consist of
    first mortgage liens on completed income-producing properties and the
    mortgage outstanding on any individual property does not exceed $70,000,000.

    At December 31, 1999, the Company did not have a concentration of:
    1) business transactions with a particular customer, lender or distributor;
    2) revenues from a particular product or service; 3) sources of supply of
    labor or services used in the business; or 4) a market or geographic area in
    which business is conducted that makes it vulnerable to an event that is at
    least reasonably possible to occur in the near term and which could cause a
    severe impact to the Company's financial condition.

    OTHER CONTINGENCY MATTERS
    The Company is involved in various pending or threatened legal proceedings
    arising from the conduct of business. Most of these proceedings are routine
    in the ordinary course of business. The Company maintains professional
    liability insurance coverage for certain claims in excess of $5,000,000. The
    degree of applicability of this coverage will depend on the specific facts
    of each proceeding. In some instances, these proceedings include claims for
    compensatory and punitive damages and similar types of relief in addition to
    amounts for alleged contractual liability or requests for equitable relief.
    After consultation with legal counsel and a review of available facts, it is
    management's opinion that the ultimate liability, if any, under these
    proceedings will not have a material adverse affect on the financial
    position of the Company.

    With the recent filing of a lawsuit alleging fraud in the sale of interest
    sensitive universal and whole life insurance policies, the Company now has
    several such actions pending. While each of these lawsuits seeks class
    action status, the court has not certified a class in any of them. In each
    of these lawsuits, plaintiffs seek unspecified damages and penalties for
    themselves and on behalf of the putative class. While relief sought in these
    lawsuits is substantial, they are in the discovery stages of litigation, and
    it is premature to make assessments about potential loss, if any. Management
    intends to defend these lawsuits vigorously. The amount of liability, if
    any, which may arise as a result of these lawsuits cannot be reasonably
    estimated at this time. In another lawsuit, a settlement has been
    preliminarily approved by the court, and a class has been conditionally
    certified for settlement purposes. Two other similar lawsuits previously
    have been resolved and dismissed.

    The number of insurance companies that are under regulatory supervision has
    resulted, and is expected to continue to result, in assessments by state
    guaranty funds to cover losses to policyholders of insolvent or
    rehabilitated companies. Mandatory assessments may be partially recovered
    through a reduction in future premium taxes in some states. The Company has
    accrued for expected assessments net of estimated future premium tax
    deductions.

    GUARANTEES
    The Company has guarantees with off-balance-sheet risks whose contractual
    amounts represent

                                                                            S-23
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

10. Restrictions, Commitments and Contingencies (continued)
    credit exposure. Outstanding guarantees with off-balance-sheet risks at
    December 31, 1999 relate to mortgage loan pass-through certificates. The
    Company has sold commercial mortgage loans through grantor trusts that
    issued pass-through certificates. The Company has agreed to repurchase any
    mortgage loans which remain delinquent for 90 days at a repurchase price
    substantially equal to the outstanding principal balance plus accrued
    interest thereon to the date of repurchase. The outstanding guarantees as of
    December 31, 1999 and 1998 were $25,900,000 and $30,900,000, respectively.
    It is management's opinion that the value of the properties underlying these
    commitments is sufficient that in the event of default the impact would not
    be material to the Company. Accordingly, both the carrying value and fair
    value of these guarantees is zero at December 31, 1999 and 1998.

    DERIVATIVES
    The Company has derivatives with off-balance-sheet risks whose notional or
    contract amounts exceed the credit exposure. The Company has entered into
    derivative transactions to reduce its exposure to fluctuations in interest
    rates, the widening of bond yield spreads over comparable maturity U.S.
    government obligations, commodity risk, credit risk and foreign exchange
    risks. In addition, the Company is subject to the risks associated with
    changes in the value of its derivatives; however, such changes in value
    generally are offset by changes in the value of the items being hedged by
    such contracts.

    Outstanding derivatives with off-balance-sheet risks, shown in notional or
    contract amounts along with their carrying value and estimated fair values,
    are as follows:

<TABLE>
<CAPTION>
                                                                 ASSETS (LIABILITIES)
                                                                 ---------------------------------
                                             NOTIONAL OR         CARRYING  FAIR    CARRYING  FAIR
                                             CONTRACT AMOUNTS    VALUE     VALUE   VALUE     VALUE
                                             -----------------------------------------------------
                                             DECEMBER 31         DECEMBER 31       DECEMBER 31
                                             1999      1998      1999      1999    1998      1998
                                             -----------------------------------------------------
                                             (IN MILLIONS)
                                             -----------------------------------------------------
   <S>                                       <C>       <C>       <C>       <C>     <C>       <C>
   Interest rate derivatives:
     Interest rate cap agreements            $2,508.8  $4,108.8   $ 5.2    $  3.2   $ 9.3    $  .9
          ---------------------------------
     Swaptions                                1,837.5   1,899.5    12.2      10.8    16.2      2.5
          ---------------------------------
     Interest rate swaps                        630.9     258.3      --     (19.5)     --      9.9
          ---------------------------------
     Put options                                 21.3      21.3      --       1.9      --      2.2
          ---------------------------------  --------  --------   -----    ------   -----    -----
                                              4,998.5   6,287.9    17.4      (3.6)   25.5     15.5
   Foreign currency derivatives:
     Forward contracts                             --       1.5      --        --      --       --
          ---------------------------------
     Foreign currency swaps                      44.2      47.2      --       (.4)     --       .3
          ---------------------------------  --------  --------   -----    ------   -----    -----
                                                 44.2      48.7      --       (.4)     --       .3
   Commodity derivatives:
     Commodity swaps                               --       8.1      --        --      --      2.4
          ---------------------------------  --------  --------   -----    ------   -----    -----
                                             $5,042.7  $6,344.7   $17.4    $ (4.0)  $25.5    $18.2
                                             ========  ========   =====    ======   =====    =====
</TABLE>

S-24
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

10. Restrictions, Commitments and Contingencies (continued)
    A reconciliation of the notional or contract amounts for the significant
    programs using derivative agreements and contracts at December 31 is as
    follows:

<TABLE>
<CAPTION>
                                                            INTEREST RATE CAPS            SWAPTIONS
                                                            -----------------------------------------------------
                                                            1999           1998           1999           1998
                                                            -----------------------------------------------------
                                                            (IN MILLIONS)
                                                            -----------------------------------------------------
   <S>                                                      <C>            <C>            <C>            <C>
   Balance at beginning of year                             $4,108.8       $4,900.0       $1,899.5       $1,752.0
   -------------------------------------------------------
   New contracts                                                  --          708.8             --          218.3
   -------------------------------------------------------
   Terminations and maturities                              (1,600.0)      (1,500.0)         (62.0)         (70.8)
   -------------------------------------------------------  --------       --------       --------       --------
   Balance at end of year                                   $2,508.8       $4,108.8       $1,837.5       $1,899.5
   -------------------------------------------------------  ========       ========       ========       ========
</TABLE>

<TABLE>
<CAPTION>
                                                                      INTEREST RATE SWAPS
                                                                      -----------------------
                                                                      1999          1998
                                                                      -----------------------
   <S>                                                                <C>           <C>
   Balance at beginning of year                                       $ 258.3       $    10.0
   ------------------------------------------------------------
   New contracts                                                        482.4         2,226.6
   ------------------------------------------------------------
   Terminations and maturities                                         (109.8)       (1,978.3)
   ------------------------------------------------------------       -------       ---------
   Balance at end of year                                             $ 630.9       $   258.3
   ------------------------------------------------------------       =======       =========
</TABLE>

<TABLE>
<CAPTION>
                                                                                         COMMODITY
                                                                 PUT OPTIONS             SWAPS
                                                                 ----------------------------------------
                                                                 1999        1998        1999        1998
                                                                 ----------------------------------------
   <S>                                                           <C>         <C>         <C>         <C>
   Balance at beginning of year                                  $21.3       $  --       $ 8.1       $ --
   ------------------------------------------------------------
   New contracts                                                    --        21.3          --        8.1
   ------------------------------------------------------------
   Terminations and maturities                                      --          --        (8.1)        --
   ------------------------------------------------------------  -----       -----       -----       ----
   Balance at end of year                                        $21.3       $21.3       $  --       $8.1
   ------------------------------------------------------------  =====       =====       =====       ====
</TABLE>

<TABLE>
<CAPTION>
                                                                 FOREIGN CURRENCY DERIVATIVES
                                                                 (FOREIGN INVESTMENTS)
                                                                 -------------------------------------------
                                                                                           FOREIGN CURRENCY
                                                                                           SWAPS
                                                                 FOREIGN EXCHANGE
                                                                 -------------------------------------------
                                                                 FORWARD CONTRACTS
                                                                 1999        1998          1999        1998
                                                                 -------------------------------------------
                                                                 (IN MILLIONS)
                                                                 -------------------------------------------
   <S>                                                           <C>         <C>           <C>         <C>
   Balance at beginning of year                                  $ 1.5       $ 163.1       $47.2       $15.0
   ------------------------------------------------------------
   New contracts                                                   2.7         419.8          --        39.2
   ------------------------------------------------------------
   Terminations and maturities                                    (4.2)       (581.4)       (3.0)       (7.0)
   ------------------------------------------------------------  -----       -------       -----       -----
   Balance at end of year                                        $  --       $   1.5       $44.2       $47.2
   ------------------------------------------------------------  =====       =======       =====       =====
</TABLE>

    INTEREST RATE CAP AGREEMENTS
    The interest rate cap agreements, which expire in 2000 through 2006, entitle
    the Company to receive quarterly payments from the counterparties on
    specified future reset dates, contingent on future interest rates. For each
    cap, the amount of such payments, if any, is determined by the excess of a
    market interest rate over a specified cap rate multiplied by the notional
    amount divided by four. The purpose of the Company's interest rate cap
    agreement program is to protect its annuity line of business from the effect
    of rising interest rates. The

                                                                            S-25
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

10. Restrictions, Commitments and Contingencies (continued)
    premium paid for the interest rate caps is included in other investments
    (amortized costs of $5.2 million as of December 31, 1999) and is being
    amortized over the terms of the agreements. This amortization is included in
    net investment income.
    SWAPTIONS
    Swaptions, which expire in 2000 through 2003, entitle the Company to receive
    settlement payments from the counterparties on specified expiration dates,
    contingent on future interest rates. For each swaption, the amount of such
    settlement payments, if any, is determined by the present value of the
    difference between the fixed rate on a market rate swap and the strike rate
    multiplied by the notional amount. The purpose of the Company's swaption
    program is to protect its annuity line of business from the effect of rising
    interest rates. The premium paid for the swaptions is included in other
    investments (amortized cost of $12.2 million as of December 31, 1999) and is
    being amortized over the terms of the agreements. This amortization is
    included in net investment income.
    SPREAD LOCK AGREEMENTS
    Spread-lock agreements provide for a lump sum payment to or by the Company,
    depending on whether the spread between the swap rate and a specified
    government security is larger or smaller than a contractually specified
    spread. Cash payments are based on the product of the notional amount, the
    spread between the swap rate and the yield of an equivalent maturity
    government security and the price sensitivity of the swap at that time. The
    purpose of the Company's spread-lock program is to protect a portion of its
    fixed maturity securities against widening of spreads. While spreadlocks are
    used periodically, there are no spreadlock agreements outstanding at
    December 31, 1999.
    INTEREST RATE SWAP AGREEMENTS
    The Company uses interest rate swap agreements to hedge its exposure to
    floating rate bond coupon payments, replicating a fixed rate bond. An
    interest rate swap is a contractual agreement to exchange payments at one or
    more times based on the actual or expected price, level, performance or
    value of one or more underlying interest rates. The Company is required to
    pay the counterparty to the agreement the stream of variable interest
    payments based on the coupon payments hedged bonds, and in turn, receives a
    fixed payment from the counterparty at a predetermined interest rate. The
    net receipts/payments from interest rate swaps are recorded in net
    investment income. The Company also uses interest rate swap agreements to
    hedge its exposure to interest rate fluctuations related to the anticipated
    purchase of assets to support newly acquired blocks of business or to extend
    the duration of certain portfolios of assets. Once the assets are purchased
    the gains (losses) resulting from the termination of the swap agreements
    will be applied to the basis of the assets. The gains (losses) will be
    recognized in earnings over the life of the assets. The anticipated purchase
    of assets related to extending the duration of certain portfolios of assets
    is expected to be completed in 2000.
    PUT OPTIONS
    The Company uses put options, combined with various perpetual fixed income
    securities, and interest rate swaps to replicate fixed income, fixed
    maturity investments. The risk being hedged is a drop in bond prices due to
    credit concerns with international bond issuers. The put options allow the
    Company to put the bonds back to the counterparties at original par.
    FOREIGN CURRENCY DERIVATIVES
    The Company uses a combination of foreign exchange forward contracts and
    foreign currency swaps, which are traded over-the-counter, to hedge some of
    the foreign exchange risk of investments in fixed maturity securities
    denominated in foreign currencies. The foreign currency forward contracts
    obligate the Company to deliver a specified amount of currency at a future
    date at a specified exchange rate. A foreign currency swap is a contractual
    agreement to exchange the currencies of two different countries at a fixed
    rate of exchange in the future.
    COMMODITY SWAPS
    The Company used a commodity swap to hedge its exposure to fluctuations in
    the price of gold. A commodity swap is a contractual agreement to exchange a
    certain amount of a particular commodity for a fixed amount of cash. The
    Company owned a fixed income security that met its coupon

S-26
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

10. Restrictions, Commitments and Contingencies (continued)
    payment obligations in gold bullion. The Company is obligated to pay to the
    counterparty the gold bullion, and in return, receives from the counterparty
    a stream of fixed income payments. The fixed income payments were the
    product of the swap notional multiplied by the fixed rate stated in the swap
    agreement. The net receipts or payments from commodity swaps were recorded
    in net investment income. The fixed income security was called in the third
    quarter of 1999 and the commodity swap expired.
    ADDITIONAL DERIVATIVE INFORMATION
    Expenses for the agreements and contracts described above amounted to
    $6,200,000, $10,000,000 and $7,000,000 in 1999, 1998 and 1997, respectively.
    Deferred gains of $100,000 as of December 31, 1999, were the result of
    terminated interest rate swaps. These gains are included with the related
    fixed maturity securities to which the hedge applied or as deferred
    liabilities and are being amortized over the life of such securities.
    The Company is exposed to credit loss in the event of nonperformance by
    counterparties on various derivative contracts. However, the Company does
    not anticipate nonperformance by any of the counterparties. The credit risk
    associated with such agreements is minimized by purchasing such agreements
    from financial institutions with long-standing, superior performance
    records. The amount of such exposure is essentially the net replacement cost
    or market value less collateral held for such agreements with each
    counterparty if the net market value is in the Company's favor. At
    December 31, 1999, the exposure was $8,500,000.
11. Fair Value of Financial Instruments
    The following discussion outlines the methodologies and
    assumptions used to determine the estimated fair values of
    the Company's financial instruments. Considerable judgment
    is required to develop these fair values. Accordingly, the
    estimates shown are not necessarily indicative of the
    amounts that would be realized in a one-time, current market
    exchange of all of the Company's financial instruments.
    BONDS AND UNAFFILIATED COMMON STOCK
    Fair values of bonds are based on quoted market prices,
    where available. For bonds not actively traded, fair values
    are estimated using values obtained from independent pricing
    services. In the case of private placements, fair values are
    estimated by discounting expected future cash flows using a
    current market rate applicable to the coupon rate, credit
    quality and maturity of the investments. The fair values of
    unaffiliated common stocks are based on quoted market
    prices.
    PREFERRED STOCK
    Fair values of preferred stock are based on quoted market
    prices, where available. For preferred stock not actively
    traded, fair values are based on values of issues of
    comparable yield and quality.
    MORTGAGE LOANS ON REAL ESTATE
    The estimated fair value of mortgage loans on real estate
    was established using a discounted cash flow method based on
    credit rating, maturity and future income. The ratings for
    mortgages in good standing are based on property type,
    location, market conditions, occupancy, debt service
    coverage, loan to value, caliber of tenancy, borrower and
    payment record. Fair values for impaired mortgage loans are
    based on: 1) the present value of expected future cash flows
    discounted at the loan's effective interest rate; 2) the
    loan's market price; or 3) the fair value of the collateral
    if the loan is collateral dependent.
    POLICY LOANS
    The estimated fair values of investments in policy loans are
    calculated on a composite discounted cash flow basis using
    Treasury interest rates consistent with the maturity
    durations assumed. These durations are based on historical
    experience.
    OTHER INVESTMENTS AND CASH AND SHORT-TERM INVESTMENTS
    The carrying values for assets classified as other
    investments and cash and short-term investments in the
    accompanying statutory-basis balance sheets approximate
    their fair value.
    INVESTMENT-TYPE INSURANCE CONTRACTS
    The balance sheet captions, "Future policy benefits and
    claims" and "Other policyholder funds," include investment
    type insurance contracts (i.e.,

                                                                            S-27
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

11. Fair Value of Financial Instruments (continued)
    deposit contracts and guaranteed interest contracts). The
    fair values for the deposit contracts and certain guaranteed
    interest contracts are based on their approximate surrender
    values. The fair values for the remaining guaranteed
    interest and similar contracts are estimated using
    discounted cash flow calculations. These calculations are
    based on interest rates currently offered on similar
    contracts with maturities that are consistent with those
    remaining for the contracts being valued.
    The remainder of the balance sheet captions "Future policy
    benefits and claims" and "Other policyholder funds," that do
    not fit the definition of "investment-type insurance
    contracts" are considered insurance contracts. Fair value
    disclosures are not required for these insurance contracts
    and have not been determined by the Company. It is the
    Company's position that the disclosure of the fair value of
    these insurance contracts is important because readers of
    these financial statements could draw inappropriate
    conclusions about the Company's capital and surplus
    determined on a fair value basis. It could be misleading if
    only the fair value of assets and liabilities defined as
    financial instruments are disclosed.
    SHORT-TERM DEBT
    For short-term debt, the carrying value approximates fair
    value.
    SURPLUS NOTES DUE TO LNC
    Fair values for surplus notes are estimated using discounted
    cash flow analysis based on the Company's current
    incremental borrowing rate for similar types of borrowing
    arrangements.
    GUARANTEES
    The Company's guarantees include guarantees related to
    mortgage loan pass-through certificates. Based on historical
    performance where repurchases have been negligible and the
    current status, which indicates none of the loans are
    delinquent, the fair value liability for the guarantees
    related to the mortgage loan pass-through certificates is
    zero.
    DERIVATIVES
    The Company employs several different methods for
    determining the fair value of its derivative instruments.
    Fair values for these contracts are based on current
    settlement values. These values are based on quoted market
    prices for the foreign currency exchange contracts and
    industry standard models that are commercially available for
    interest rate cap agreements, swaptions, spread lock
    agreements, interest rate swaps, commodity swaps and put
    options.
    INVESTMENT COMMITMENTS
    Fair values for commitments to make investment in fixed
    maturity securities (primarily private placements), mortgage
    loans on real estate and real estate are based on the
    difference between the value of the committed investments as
    of the date of the accompanying balance sheets and the
    commitment date. These estimates would take into account
    changes in interest rates, the counterparties' credit
    standing and the remaining terms of the commitments.
    SEPARATE ACCOUNTS
    Assets held in separate accounts are reported in the
    accompanying statutory-basis balance sheets at fair value.
    The related liabilities are also reported at fair value in
    amounts equal to the separate account assets.

S-28
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

11. Fair Value of Financial Instruments (continued)
    The carrying values and estimated fair values of the
    Company's financial instruments are as follows:

<TABLE>
<CAPTION>
                                                    DECEMBER 31
                                                    -------------------------------------------------------------
                                                    1999                              1998
                                                    -------------------------------------------------------------
                                                    CARRYING                          CARRYING
   ASSETS (LIABILITIES)                             VALUE            FAIR VALUE       VALUE            FAIR VALUE
   --------------------------------------------------------------------------------------------------------------
                                                    (IN MILLIONS)
                                                    -------------------------------------------------------------
   <S>                                              <C>              <C>              <C>              <C>
   Bonds                                            $ 22,985.0       $ 22,376.3       $ 23,830.9       $ 25,065.5
   -----------------------------------------------
   Preferred stocks                                      253.8            223.6            236.0            242.5
   -----------------------------------------------
   Unaffiliated common stocks                            166.9            166.9            259.3            259.3
   -----------------------------------------------
   Mortgage loans on real estate                       4,211.5          4,104.0          3,932.9          4,100.1
   -----------------------------------------------
   Policy loans                                        1,652.9          1,770.5          1,606.0          1,685.9
   -----------------------------------------------
   Other investments                                     426.6            426.6            434.4            434.4
   -----------------------------------------------
   Cash and short-term investments                     1,409.2          1,409.2          1,725.4          1,725.4
   -----------------------------------------------
   Investment-type insurance contracts:
     Deposit contracts and certain guaranteed
       interest contracts                            (17,730.4)       (17,364.3)       (17,845.8)       (17,486.4)
      --------------------------------------------
     Remaining guaranteed interest and similar
       contracts                                        (454.7)          (465.1)          (714.4)          (738.2)
      --------------------------------------------
   Short-term debt                                      (205.0)          (205.0)          (140.0)          (140.0)
   -----------------------------------------------
   Surplus notes due to LNC                           (1,250.0)        (1,022.1)        (1,250.0)        (1,335.1)
   -----------------------------------------------
   Derivatives                                            17.4             (4.0)            25.5             18.2
   -----------------------------------------------
   Investment commitments                                   --             (0.8)              --              (.6)
   -----------------------------------------------
   Separate account assets                            46,105.1         46,105.1         36,907.0         36,907.0
   -----------------------------------------------
   Separate account liabilities                      (46,105.1)       (46,105.1)       (36,907.0)       (36,907.0)
   -----------------------------------------------
</TABLE>

12. Acquisitions and Sales of Subsidiaries
    In 1997, LNC contributed 25,000,000 shares of common stock of American
    States to the Company. American States is a property casualty insurance
    holding company of which LNC owned 83.3%. The contributed common stock was
    accounted for as a capital contribution equal to the fair value of the
    common stock received by the Company. Subsequently, the American States
    common stock owned by the Company, along with all other American States
    common stock owned by LNC and its affiliates, was sold. The Company received
    proceeds from the sale in the amount of $1,175,000,000. The Company
    recognized no gain or loss on the sale of its portion of the common stock
    due to the receipt of the stock at fair value. The proceeds from this sale
    of stock were used to partially finance the CIGNA indemnity reinsurance
    transaction.
13. Transactions With Affiliates
    A wholly owned subsidiary of LNC, Lincoln Life and Annuity
    Distributors, Inc. ("LLAD"), has a nearly exclusive general agent's contract
    with the Company under which it sells the Company's products and provides
    the service that otherwise would be provided by a home office marketing
    department and regional offices. For providing these selling and marketing
    services, the Company paid LLAD override commissions of $60,400,000 and
    $76,700,000 in 1999 and 1998, respectively, and override commissions and
    operating expense allowances of $61,600,000 in 1997. LLAD incurred expenses
    of $113,400,000, $102,400,000 and

                                                                            S-29
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

13. Transactions With Affiliates (continued)
    $5,500,000 in 1999, 1998 and 1997, respectively, in excess of the override
    commissions and operating expense allowances received from the Company,
    which the Company is not required to reimburse. Effective in January 1998,
    the Company and LLAD agreed to increase the override commission expense and
    eliminate the operating expense allowance.
    Cash and short-term investments at December 31, 1999 and 1998 include the
    Company's participation in a short-term investment pool with LNC of
    $390,300,000 and $383,600,000, respectively. Related investment income
    amounted to $16,700,000, $16,800,000 and $15,500,000 in 1999, 1998 and 1997,
    respectively. Short-term loan payable to parent company at December 31, 1999
    and 1998 represent notes payable to LNC.
    The Company provides services to and receives services from affiliated
    companies which resulted in a net payment of $49,400,000, $92,100,000 and
    $48,500,000 in 1999, 1998 and 1997, respectively.
    The Company cedes and accepts reinsurance from affiliated companies.
    Premiums in the accompanying statements of income include premiums on
    insurance business accepted under reinsurance contracts and exclude premiums
    ceded to other affiliated companies, as follows:

<TABLE>
<CAPTION>
                           YEAR ENDED DECEMBER 31
                           1999     1998     1997
                           ------------------------
                           (IN MILLIONS)
                           ------------------------
   <S>                     <C>      <C>      <C>
   Insurance assumed       $ 19.7   $ 13.7   $ 11.9
   ----------------------
   Insurance ceded          777.6    290.1    100.3
</TABLE>

    The balance sheets include reinsurance balances with affiliated companies as
    follows:

<TABLE>
<CAPTION>
                             DECEMBER 31
                             1999           1998
                             -----------------------
                             (IN MILLIONS)
                             -----------------------
   <S>                       <C>            <C>
   Future policy benefits
   and claims assumed
                             $  413.7       $  197.3
   ------------------------
   Future policy benefits
   and claims ceded           1,680.4        1,125.0
   ------------------------
   Amounts recoverable on
   paid and unpaid losses       146.4           84.2
   ------------------------
   Reinsurance payable on
   paid losses                    8.8            6.0
   ------------------------
   Funds held under
   reinsurance treaties --
   net liability              2,106.4        1,375.4
   ------------------------
</TABLE>

    Substantially all reinsurance ceded to affiliated companies is with
    unauthorized companies. To take a reserve credit for such reinsurance, the
    Company holds assets from the reinsurer, including funds held under
    reinsurance treaties, and is the beneficiary on letters of credit
    aggregating $917,300,000 and $318,300,000 at December 31, 1999 and 1998,
    respectively. The letters of credit are issued by banks and represent
    guarantees of performance under the reinsurance agreement. At December 31,
    1999 and 1998, LNC had guaranteed $818,900,000 and $237,000,000,
    respectively, of these letters of credit. At December 31, 1999 and 1998, the
    Company has a receivable (included in the foregoing amounts) from affiliated
    insurance companies in the amount of $118,800,000 and $122,400,000,
    respectively, for statutory surplus relief received under financial
    reinsurance ceded agreements.
14. Separate Accounts
    Separate account assets held by the Company consist primarily of long-term
    bonds, common stocks, short-term investments and mutual funds and are
    carried at market value. Substantially none of the separate accounts have
    any minimum guarantees and the investment risks associated with market

S-30
<PAGE>
The Lincoln National Life Insurance Company

Notes to Statutory-Basis Financial Statements (continued)

14. Separate Accounts (continued)
    value changes are borne entirely by the policyholder.
    Separate account premiums, deposits and other considerations amounted to
    $4,572,600,000, $3,953,300,000 and $4,821,800,000 in 1999, 1998 and 1997,
    respectively. Reserves for separate accounts with assets at fair value were
    $45,198,900,000 and $36,145,900,000 at December 31, 1999 and 1998,
    respectively. All reserves are subject to discretionary withdrawal at market
    value.

    A reconciliation of transfers to (from) separate accounts is as follows:

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31
                                                                 1999       1998           1997
                                                                 -----------------------------------
                                                                 (IN MILLIONS)
                                                                 -----------------------------------
   <S>                                                           <C>        <C>            <C>
   Transfers as reported in the Summary of Operations of the
   various separate accounts:
     Transfers to separate accounts                              $ 4,573.2  $ 3,954.9      $ 4,824.0
   ------------------------------------------------------------
     Transfers from separate accounts                             (4,933.8)  (4,069.8)      (2,943.8)
   ------------------------------------------------------------  ---------  ---------      ---------
   Net transfers to (from) separate accounts as reported in the
   Summary of Operations                                         $  (360.6) $  (114.9)     $ 1,880.2
   ------------------------------------------------------------  =========  =========      =========
</TABLE>

15. Century Compliance (unaudited)
    The Year 2000 issue was complex and affected many aspects of the Company's
    business. The Company was particularly concerned with Year 2000 issues that
    related to the Company's computer systems and interfaces with the computer
    systems of vendors, suppliers, customers and business partners. From 1996
    through 1999 the Company and its operating subsidiaries redirected a large
    portion of internal Information Technology ("IT") efforts and contracted
    with outside consultants to update systems to address Year 2000 issues.
    Experts were engaged to assist in developing work plans and cost estimates
    and to complete remediation activities.
    For the year ended December 31, 1999, the Company identified expenditures of
    $39,500,000 to address this issue. This brings the expenditures for 1996
    through 1999 to $75,300,000. Because updating systems and procedures is an
    integral part of the Company's on-going operations, most of the expenditures
    shown above are expected to continue after all Year 2000 issues have been
    resolved. All Year 2000 expenditures have been funded from operating cash
    flows.
    The scope of the overall Year 2000 program included the following four major
    project areas: 1) addressing the readiness of business applications,
    operating systems and hardware on mainframe, personal computer and local
    area network platforms (IT); 2) addressing the readiness of non-IT embedded
    software and equipment (non-IT); 3) addressing the readiness of key business
    partners and 4) establishing Year 2000 contingency plans. The Company
    completed these projects prior to year-end.
    The Company's businesses have not identified any major problems in their
    business processing. Minor problems have been resolved quickly. The
    Company's businesses have not experienced any significant interruption in
    service to clients or business partners or in reporting to regulators.

                                                                            S-31
<PAGE>
Report of Independent Auditors

Board of Directors
The Lincoln National Life Insurance Company

We have audited the accompanying statutory-basis balance sheets
of The Lincoln National Life Insurance Company (the "Company"),
a wholly owned subsidiary of Lincoln National Corporation, as of
December 31, 1999 and 1998, and the related statutory-basis
statements of operations, changes in capital and surplus and
cash flows for each of the three years in the period ended
December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

As described in Note 1 to the financial statements, the Company
presents its financial statements in conformity with accounting
practices prescribed or permitted by the Indiana Department of
Insurance, which practices differ from accounting principles
generally accepted in the United States. The variances between
such practices and accounting principles generally accepted in
the United States and the effects on the accompanying financial
statements are also described in Note 1.

In our opinion, because of the effects of the matter described
in the preceding paragraph, the financial statements referred to
above do not present fairly, in conformity with accounting
principles generally accepted in the United States, the
financial position of The Lincoln National Life Insurance
Company at December 31, 1999 and 1998, or the results of its
operations or its cash flows for each of the three years in the
period ended December 31, 1999.

However, in our opinion, the financial statements referred to
above present fairly, in all material respects, the financial
position of The Lincoln National Life Insurance Company at
December 31, 1999 and 1998, and the results of its operations
and its cash flows for each of the three years in the period
ended December 31, 1999, in conformity with accounting practices
prescribed or permitted by the Indiana Department of Insurance.

                                         /s/ Ernst & Young LLP

Fort Wayne, Indiana
January 31, 2000

S-32


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