LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT R
S-6, 1997-12-23
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<PAGE>
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1997
                                              1933 ACT REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
                             REGISTRATION STATEMENT
                                       ON
                                    FORM S-6
 
               FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                    OF SECURITIES OF UNIT INVESTMENT TRUSTS
                           REGISTERED ON FORM N-8B-2
 
                  LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE
                               SEPARATE ACCOUNT R
 
                           (EXACT NAME OF REGISTRANT)
 
                  THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
                              (NAME OF DEPOSITOR)
 
              1300 South Clinton Street, Fort Wayne, Indiana 46802
 
              (ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
 
               Depositor's Telephone Number, including Area Code
 
                                 (219) 455-2000
 
<TABLE>
<S>                                   <C>
      Jack D. Hunter, Esquire                  COPY TO:
The Lincoln National Life Insurance   George N. Gingold, Esquire
              Company                  900 Cottage Grove Road,
       200 East Berry Street                    S-321
           P.O. Box 1110               Hartford, CT 06152-2321
     Fort Wayne, Indiana 46802
   (NAME AND ADDRESS OF AGENT FOR
              SERVICE)
</TABLE>
 
  INDEFINITE NUMBER OF UNITS OF INTEREST IN VARIABLE LIFE INSURANCE CONTRACTS
                     (TITLE OF SECURITIES BEING REGISTERED)
 
                       DECLARATION PURSUANT TO RULE 24F-2
 
    An indefinite amount of securities is being registered under the Securities
Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940.
 
    The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
shall determine.
<PAGE>
                             CROSS REFERENCE SHEET
                            (RECONCILIATION AND TIE)
                     REQUIRED BY INSTRUCTION 4 TO FORM S-6
 
<TABLE>
<CAPTION>
  ITEM OF FORM
     N-8B-2        LOCATION IN PROSPECTUS
- -----------------  --------------------------------------------------------------
<S>                <C>
             1     Cover Page Highlights
 
             2     Cover Page
 
             3     *
 
             4     Distribution of Policies
 
             5     Information about Lincoln Life and the Separate Account
 
          6(a)     Variable Account
 
          6(b)     *
 
             9     Legal Proceedings
 
     10(a)-(c)     Right-to-Examine Period; Surrenders; Accumulation Value;
                   Reports to Policy Owners
 
         10(d)     Right to Exchange the Policy; Policy Loans; Surrenders;
                   Allocation of Net Premium Payments
 
         10(e)     Lapse and Reinstatement
 
         10(f)     Voting Rights
 
     10(g)-(h)     Substitution of Securities
 
         10(i)     Premium Payments; Transfers; Death Benefits; Payment of Death
                   Benefit Proceeds; Policy Values; Settlement Options
 
            11     The Funds
 
            12     The Funds
 
            13     Charges; Fees
 
            14     Issuance
 
            15     Premium Payments; Transfers
 
            16     Variable Account
 
            17     Surrenders
 
            18     Variable Account
 
            19     Reports to Policy Owners
 
            20     *
 
            21     Policy Loans
 
            22     *
 
            23     Information about Lincoln Life and the Separate Account
 
            24     Incontestability; Suicide; Misstatement of Age or Gender
 
            25     Information about Lincoln Life and the Separate Account
 
            26     Fund Participation Agreements
 
            27     Variable Account
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
  ITEM OF FORM
     N-8B-2        LOCATION IN PROSPECTUS
- -----------------  --------------------------------------------------------------
<S>                <C>
            28     Directors and Officers of Lincoln Life
 
            29     Information about Lincoln Life and the Separate Account
 
            30     *
 
            31     *
 
            32     *
 
            33     *
 
            34     *
 
            35     *
 
            37     *
 
            38     Distribution of Policies
 
            39     Distribution of Policies
 
            40     *
 
         41(a)     Distribution of Policies
 
            42     *
 
            43     *
 
            44     The Funds; Premium Payments
 
            45     *
 
            46     Surrenders
 
            47     Variable Account; Surrenders, Transfers
 
            48     *
 
            49     *
 
            50     Variable Account
 
            51     Cover Page; Highlights; Premium Payments; Right to Exchange
                   the Policy
 
            52     Substitution of Securities
 
            53     Tax Matters
 
            54     *
 
            55     *
</TABLE>
 
* Not Applicable
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT R
 
HOME OFFICE LOCATION:
1300 SOUTH CLINTON STREET
P.O. BOX 1110
FORT WAYNE, INDIANA 46802
(800) 942-5500
 
ADMINISTRATOR MAILING ADDRESS:
900 COTTAGE GROVE ROAD, S-249
HARTFORD, CT 06152-2249
 
(800)552-9898
 
- --------------------------------------------------------------------------------
 
              THE FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
              BENEFITS PAYABLE ON DEATH OF SECOND OF TWO INSUREDS
- --------------------------------------------------------------------------------
 
Through this prospectus, The Lincoln National Life Insurance Company ("LINCOLN
LIFE") offers a flexible premium variable life insurance contract ("POLICY")
which pays death benefits on the death of the second to die of the two Insureds
named in the Policy ("SECOND DEATH"). The Policy allows flexible premium
payments and a choice between two death benefit options. Applicants should
carefully consider whether such a "second-to-die" Policy, which pays a death
benefit only on the Second Death, is appropriate to their financial objectives.
 
The Policy is funded through one or more of nineteen different mutual funds
("FUNDS"), available through Lincoln Life's Separate Account, and Lincoln Life's
fixed option, the Fixed Account. The performance and values of the Funds are not
guaranteed or otherwise assured by Lincoln Life. The Fixed Account, which
credits at least 4% per year interest on principal, is an obligation of, and
guaranteed by, Lincoln Life. This Prospectus describes only the Separate Account
options unless the Fixed Account is specifically mentioned.
 
The Policy's value and (depending on the death benefit option selected) the
Death Benefit Proceeds may vary with the investment return on the Owner's
funding options. Policy values may be used to continue the Policy in force,
borrowed in part, withdrawn in part or, subject to a surrender charge,
surrendered in full. Following the Second Death, the Beneficiary may choose
among settlement options equivalent to the Death Benefit Proceeds, or receive
the Death Benefit Proceeds in a lump sum.
 
Each of the Funds available through the Separate Account has its own investment
objective. The funding options available in the Separate Account 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. Value Fund
 
CIGNA VARIABLE PRODUCTS GROUP
CIGNA VP Money Market Fund
CIGNA VP S&P 500 Index Fund
 
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
Equity-Income Portfolio
 
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
Asset Manager Portfolio
Investment Grade Bond Portfolio
 
MFS-REGISTERED TRADEMARK- VARIABLE INSURANCE TRUST
MFS Emerging Growth Series
MFS Total Return Series
MFS Utilities Series
MFS World Governments Series
 
OCC ACCUMULATION TRUST
Global Equity Portfolio
Managed Portfolio
Small Cap Portfolio
 
TEMPLETON VARIABLE PRODUCTS SERIES FUND
Templeton Asset Allocation Fund Class I
Templeton International Fund Class I
Templeton Stock Fund Class I
 
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.
 
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES OF
THE FUNDS AVAILABLE AS INVESTMENT OPTIONS THROUGH THE SEPARATE ACCOUNT UNDER THE
POLICY OFFERED BY THIS PROSPECTUS. ALL PROSPECTUSES SHOULD BE READ CAREFULLY TO
UNDERSTAND THE POLICY AND RETAINED FOR FUTURE REFERENCE.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
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:             , 1998
<PAGE>
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                    CONTENTS                         PAGE
<S>                                               <C>
DEFINITIONS.....................................           3
HIGHLIGHTS......................................           5
  PURPOSE OF POLICY.............................           5
  INITIAL CHOICES TO BE MADE....................           5
  LEVEL OR VARYING DEATH BENEFIT................           6
  PREMIUM PAYMENTS..............................           6
  SELECTION OF UNDERLYING INVESTMENTS...........           6
  CHARGES AND FEES..............................           6
INFORMATION ABOUT LINCOLN LIFE AND THE SEPARATE
 ACCOUNT........................................           7
PURPOSE OF THE POLICY...........................           8
  Personal Circumstances........................           8
    Market, Interest Rate and Credit Risk
     Exposure...................................           8
  Replacements..................................           8
APPLICATION.....................................           9
OWNERSHIP.......................................           9
BENEFICIARY.....................................           9
INSUREDS........................................          10
THE CONTRACT....................................          10
  Policy Specifications.........................          10
PREMIUM FEATURES................................          10
  Additional Premiums; Planned Premiums.........          11
    Limits on Right to Make Payments of
     Additional and Planned Premiums............          11
    Premium Load; Net Premium Payment...........          11
RIGHT-TO-EXAMINE PERIOD.........................          11
TRANSFERS AND ALLOCATION AMONG ACCOUNTS.........          11
  Allocation of Net Premium Payments............          11
  Transfers.....................................          12
  Optional Sub-Account Allocation Programs......          12
    Dollar Cost Averaging.......................          12
    Automatic Rebalancing.......................          13
INVESTMENT OPTIONS..............................          13
  Fixed Account.................................          13
  Variable Account..............................          14
POLICY VALUES...................................          14
  Accumulation Value............................          14
  Variable Account Value........................          15
    Variable Accumulation Unit Value............          15
    Accumulation Units..........................          15
  Fixed Account and Loan Account Value..........          16
  Net Accumulation Value........................          16
FUNDS...........................................          16
  Substitution of Securities....................          19
  Voting Rights.................................          19
  Fund Participation Agreements.................          19
CHARGES AND FEES................................          20
  Deductions Made Monthly.......................          20
    Monthly Deduction...........................          20
    Cost of Insurance Charge....................          20
  Mortality and Expense Risk Charge and Fund
   Expenses.....................................          21
    Surrender Charges...........................          23
 
<CAPTION>
                    CONTENTS                         PAGE
<S>                                               <C>
  Transaction Fee for Excess Transfers..........          23
DEATH BENEFITS..................................          23
  Death Benefit Options.........................          23
  Changes in Death Benefit Options and Specified
   Amount.......................................          24
  Federal Income Tax Definition of Life
   Insurance....................................          25
NOTICE OF DEATH OF INSUREDS.....................          25
PAYMENT OF DEATH BENEFIT PROCEEDS...............          25
SETTLEMENT OPTIONS..............................          26
POLICY LIQUIDITY................................          26
  Policy Loans..................................          26
  Partial Surrender.............................          27
  Surrender of the Policy.......................          28
    Surrender Value.............................          28
  Deferral of Payment and Transfers.............          28
ASSIGNMENT; CHANGE OF OWNERSHIP.................          28
LAPSE AND REINSTATEMENT.........................          29
  Lapse of a Policy.............................          29
    No Lapse Provision..........................          29
  Reinstatement of a Lapsed Policy..............          29
COMMUNICATIONS WITH LINCOLN LIFE................          30
  Proper Written Form...........................          30
  Telephone Transaction Privileges..............          30
OTHER POLICY PROVISIONS.........................          30
  Issuance......................................          30
  Date of Coverage..............................          30
  Right to Exchange the Policy..................          30
  Incontestability..............................          31
  Misstatement of Age or Gender.................          31
  Suicide.......................................          31
  Nonparticipating Policies.....................          32
TAX ISSUES......................................          32
  Tax Treatment of Death Benefit................          32
  Federal Income Tax Considerations.............          32
  Taxation of Lincoln Life......................          33
  Other Considerations..........................          33
FAIR VALUE OF THE POLICY........................          33
DIRECTORS AND OFFICERS OF LINCOLN LIFE..........          34
DISTRIBUTION OF POLICIES........................          35
CHANGES OF INVESTMENT POLICY....................          35
OTHER CONTRACTS ISSUED BY LINCOLN LIFE..........          36
STATE REGULATION................................          36
REPORTS TO OWNERS...............................          36
ADVERTISING.....................................          36
LEGAL PROCEEDINGS...............................          37
EXPERTS.........................................          37
REGISTRATION STATEMENT..........................          37
FINANCIAL STATEMENTS............................          37
Illustrations...................................
Appendices......................................
Appendix 1......................................          38
  Illustration of Accumulation Values, Surrender
   Values, and Death Benefits...................          38
</TABLE>
 
2
<PAGE>
DEFINITIONS
 
                    ACCUMULATION VALUE: The sum of the Fixed Account Value,
                    Variable Account Value and the Loan Account Value.
 
                    ADMINISTRATIVE OFFICE: The administrative office of The
                    Lincoln National Life Insurance Company, whose mailing
                    address is 900 Cottage Grove Road, S-249, Hartford, CT
                    06152-2249.
 
                    AGE: The age of the subject person at her or his nearest
                    birthday.
 
                    BENEFICIARY: The person designated by the applicant or Owner
                    to receive any Death Benefit Proceeds payable under the
                    Policy.
 
                    CODE: The Internal Revenue Code of 1986, as amended.
 
                    COMMISSION: The Securities and Exchange Commission.
 
                    CORRIDOR DEATH BENEFIT: The Death Benefit calculated as a
                    percentage of the Accumulation Value rather than by
                    reference to the Specified Amount to satisfy the Internal
                    Revenue Service definition of "life insurance."
 
                    COST OF INSURANCE: The portion of the Monthly Deduction
                    designed to compensate Lincoln Life (defined below) for the
                    anticipated cost of paying Death Benefits in excess of the
                    Accumulation Value, not including riders, supplemental
                    benefits or monthly expense charges.
 
                    DATE OF ISSUE: The date on which Lincoln Life begins life
                    insurance coverage under a Policy.
 
                    DEATH BENEFIT OPTION: Either of two methods for determining
                    the Death Benefit Proceeds.
 
                    DEATH BENEFIT PROCEEDS: The amount payable to the
                    Beneficiary upon the Second Death (defined below), in
                    accordance with the Death Benefit Option elected, before
                    deduction of the amount necessary to repay any loans in
                    full, and overdue deductions.
 
                    EFFECTIVE DATE: The date on which the initial premium is
                    applied to the Policy.
 
                    FIXED ACCOUNT: The account under which principal is
                    guaranteed and interest is credited at a rate of not less
                    than 4% per year. Fixed Account assets are general assets of
                    Lincoln Life held in Lincoln Life's General Account.
 
                    FIXED ACCOUNT VALUE: The portion of the Accumulation Value,
                    other than the Loan Account Value, held in Lincoln Life's
                    General Account.
 
                    FUND(S): One or more of 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. Value Fund;
                    CIGNA Variable Products Group -- CIGNA VP Money Market Fund,
                    CIGNA VP S&P 500 Index Fund; Fidelity Variable Insurance
                    Products Fund -- Equity-Income Portfolio; Fidelity Variable
                    Insurance Products Fund II -- Asset Manager Portfolio,
                    Investment Grade Bond Portfolio; MFS-Registered Trademark-
                    Variable Insurance Trust -- MFS Emerging Growth Series, MFS
                    Total Return Series, MFS Utilities Series, MFS World
                    Governments Series; Templeton Variable Products Series Fund
                    -- Templeton Asset Allocation Fund, Templeton International
                    Fund, Templeton Stock Fund; OCC Accumulation Trust -- Global
                    Equity Portfolio, Managed Portfolio and Small Cap Portfolio.
                    Each of them is an open-end management investment company
                    (mutual fund) whose shares are available to fund a Variable
                    Sub-Account under the Policy.
 
                    GRACE PERIOD: The 61-day period following a Monthly
                    Anniversary Day on which the Policy's Net Accumulation Value
                    is insufficient to cover the current Monthly Deduction.
 
                                                                               3
<PAGE>
                    Lincoln Life will send notice at least 31 days before the
                    end of the Grace Period that the Policy will lapse without
                    value unless a sufficient payment (described in the
                    notification letter) is received by Lincoln Life.
 
                    HOME OFFICE: The Headquarters of The Lincoln National Life
                    Insurance Company, located at 1300 South Clinton Street,
                    Fort Wayne, Indiana 46802.
 
                    INITIAL SPECIFIED AMOUNT: The amount (at least $250,000),
                    originally chosen by the applicant, initially equal to the
                    Death Benefit. The Specified Amount may be increased or
                    decreased as described in this Prospectus.
 
                    INSURED: Each of the two persons whose lives are insured by
                    the Policy. Any Death Benefit is payable only on the Second
                    Death of the Insureds.
 
                    LINCOLN LIFE: The Lincoln National Life Insurance Company.
 
                    LOAN ACCOUNT: The account in which Policy indebtedness
                    (outstanding loans and interest) accrues once it is
                    transferred out of the Fixed and Variable Sub-Accounts.
 
                    MONTHLY ANNIVERSARY DAY: The day of the month (as shown in
                    the Policy Specifications) when Lincoln Life makes the
                    Monthly Deduction, or the next Valuation Day if that day is
                    not a Valuation Day or is nonexistent for that month.
 
                    MONTHLY DEDUCTION: The monthly deduction made from Net
                    Accumulation Value; this deduction includes the cost of
                    insurance, an administrative expense charge, and charges for
                    supplemental riders or benefits, if applicable.
 
                    NET ACCUMULATION VALUE: The Accumulation Value less the Loan
                    Account Value.
 
                    NET AMOUNT AT RISK: The Death Benefit minus the Accumulation
                    Value.
 
                    NET PREMIUM PAYMENT: The portion of a Premium Payment, after
                    deduction of 8.0% for the premium load, available for
                    allocation to the Fixed and Variable Sub-Accounts.
 
                    NO LAPSE PREMIUM: The cumulative premium required to have
                    been paid by each Monthly Anniversary Day to prevent the
                    Policy from lapsing.
 
                    OWNER: The person or persons (including non-natural
                    persons), holding legal ownership rights to the Policy so
                    long as one or both Insureds are living.
 
                    PLANNED PREMIUMS: 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
                    Lincoln Life sends a premium reminder notice.
 
                    POLICY: The life insurance contract described in this
                    Prospectus.
 
                    POLICY ANNIVERSARY: The day of the year the Policy was
                    issued, or the next Valuation Day if that day is not a
                    Valuation Day or is nonexistent for that year.
 
                    POLICY YEAR: Each twelve-month period, beginning on the Date
                    of Issue, during which the Policy is in effect.
 
                    PREMIUM PAYMENT: A premium payment made to Lincoln Life
                    under the Policy.
 
                    RIGHT-TO-EXAMINE PERIOD: The period of time, generally 10
                    days unless otherwise stipulated by state law requirements,
                    beginning when the Policy is delivered to the Owner, during
                    which the Owner may return the Policy and receive a refund
                    of premiums paid.
 
                    SECOND DEATH: The Death of the second of the two Insureds to
                    die.
 
                    SEPARATE ACCOUNT: Lincoln Life Flexible Premium Variable
                    Life Account R. Assets maintained in the Separate Account
                    are kept separate from the general assets of Lincoln Life
                    and are not subject to the general liabilities of Lincoln
                    Life.
 
4
<PAGE>
                    SETTLEMENT OPTION(S): Several ways in which the Beneficiary
                    may receive Death Benefit Proceeds, or in which the Owner
                    may choose to receive payments upon surrender of the Policy.
 
                    SUB-ACCOUNTS: The investment options available under this
                    Policy, including Fixed and Variable Sub-Accounts.
 
                    SURRENDER CHARGE: The amount retained by Lincoln Life upon
                    the full surrender of the Policy.
 
                    SURRENDER VALUE: The amount an Owner can receive in cash by
                    surrendering the Policy. This equals the Net Accumulation
                    Value minus the applicable Surrender Charge. All of the
                    Surrender Value may be applied to one or more of the
                    Settlement Options.
 
                    VALUATION DAY: Every day on which Accumulation Units are
                    valued; that is any day on which the New York Stock Exchange
                    is open, except any day on which trading on the Exchange is
                    restricted, or on which an emergency exists, as determined
                    by the Commission, so that valuation or disposal of
                    securities is not practicable.
 
                    VALUATION PERIOD: The period of time beginning on the day
                    following a Valuation Day and ending on the next Valuation
                    Day. A Valuation Period may be more than one day in length.
 
                    VARIABLE ACCOUNT: The aggregate of the Variable Sub-Accounts
                    of Lincoln Life Flexible Premium Variable Life Account R
                    each invested in shares of a Fund. The Variable Account is
                    also the Separate Account.
 
                    VARIABLE ACCOUNT VALUE: The portion of the Accumulation
                    Value attributable to the Variable Account.
 
                    VARIABLE ACCUMULATION UNIT: A unit of measure used to
                    calculate the value of a Variable Sub-Account.
 
HIGHLIGHTS
 
                    The Policy is a flexible premium variable life insurance
                    policy. Its values may be accumulated on a fixed, variable
                    or combination basis. The Policy's provisions may vary in
                    some states.
 
                    PURPOSE OF POLICY
 
                    The Policy insures two Insureds. The Death Benefit under the
                    Policy is payable only on the Second Death of the two
                    Insureds. The Policy is appropriate when the Owner desires
                    to provide Death Benefits only after the Second Death. For
                    example, the Policy may be suitable to insure a dual income
                    couple who desire to provide support for their dependents in
                    the event both should die, or when a couple desires to
                    provide liquidity to their heirs on the Second Death. It
                    would not be suitable when the need for a source of
                    replacement income or liquidity will occur after the death
                    of only a single Insured.
 
                    INITIAL CHOICES TO BE MADE
 
                    The Owner (initially, the applicant) has at least three
                    important choices under the Policy. The Owner selects:
 
                       1)One of the two Death Benefit Options;
                       2)The amount and frequency of Premium Payments; and
                       3)The allocation of Net Premium Payments to underlying
                         investments.
 
                                                                               5
<PAGE>
                    LEVEL OR VARYING DEATH BENEFIT
 
                    There are two death benefit options (each a "DEATH BENEFIT
                    OPTION"). The amount payable under each is determined as of
                    the date of the Second Death. The Death Benefit Proceeds are
                    the greater of the amount payable under (a) the Death
                    Benefit Option selected and (b) the Corridor Death Benefit
                    (see page 24). Death Benefit Option 1 provides a death
                    benefit of the Specified Amount. Death Benefit Option 2
                    provides a death benefit of the Specified Amount plus the
                    Accumulation Value as of the end of the Valuation Period in
                    which Lincoln Life receives Due Proof of Death of both
                    Insureds. (SEE DEATH BENEFITS, DEATH BENEFIT OPTIONS.) If
                    the applicant fails to designate a Death Benefit Option,
                    Death Benefit Option 1 applies.
 
                    It is sometimes possible to change the Death Benefit Option
                    or the Specified Amount. (SEE DEATH BENEFIT, CHANGES IN
                    DEATH BENEFIT OPTIONS AND SPECIFIED AMOUNT).
 
                    PREMIUM PAYMENTS
 
                    The Policy provides for flexible Premium Payments. The Owner
                    may make an initial Premium Payment, elect a premium payment
                    plan under which periodic reminder notices will be sent for
                    Planned Premiums, or make fixed or varying Premium Payments
                    from time to time, or some combination of these. To the
                    extent that the Net Accumulation Value is insufficient to
                    pay required deductions (including the Cost of Insurance), a
                    Premium Payment will be required to continue the Policy in
                    force and a premium notice will be sent. If a Premium
                    Payment required to continue the Policy in force is not
                    received in a timely manner, the Policy will lapse. If the
                    Policy lapses it may be reinstated under certain
                    circumstances. The Policy will not lapse if, on each Monthly
                    Anniversary, the Owner has met the No Lapse Premium
                    requirement. (SEE LAPSE AND REINSTATEMENT, NO LAPSE
                    PROVISION) Premium Payments are refundable during the Right-
                    to-Examine Period. The right of the Owner to make Premium
                    Payments may be limited by Lincoln Life in certain
                    circumstances and may be limited by applicable tax laws.
 
                    SELECTION OF UNDERLYING INVESTMENTS
 
                    The Owner allocates the Net Premium Payments among the
                    Variable Sub-Accounts in the Separate Account, each of which
                    invests only in shares of a particular Fund, and the Fixed
                    Account. The initial Premium Payment is allocated to the
                    Sub-Accounts after the end of the Right-to-Examine Period
                    (See RIGHT TO EXAMINE PERIOD). Allocations to each Fixed and
                    Variable Sub-Account must be in whole percentages. At this
                    time, no more than 18 Sub-Accounts may be opened during the
                    life of the Policy. Lincoln Life may increase the maximum
                    number of Sub-Accounts in the future. The values of the
                    Variable Sub-Accounts are not guaranteed and will vary with
                    the investment performance of the Funds chosen by the Owner.
 
                    CHARGES AND FEES
 
                    There is a 8.0% premium load on all Premium Payments. (SEE
                    PREMIUM PAYMENTS, PREMIUM LOAD).
 
                    Monthly Deductions are made for the Cost of Insurance and
                    any riders. (SEE CERTAIN FEES AND CHARGES, COST OF INSURANCE
                    CHARGE).
 
                    Monthly Deductions (a flat dollar fee of $12.50 per month
                    during the first Policy Year and, currently $5 per month
                    thereafter) and a charge of $0.09 per $1000 of Specified
                    Amount for the first 20 years of the Policy are made to
                    compensate Lincoln Life for administrative expenses
                    associated with Policy issue and ongoing Policy maintenance.
 
6
<PAGE>
                    An additional monthly charge of $0.01 per $1,000 of
                    Specified Amount will also be imposed if the No Lapse
                    Provision is selected and remains in effect. (SEE CERTAIN
                    FEES AND CHARGES, MONTHLY DEDUCTION).
 
                    Daily deductions from each Variable Sub-Account are made for
                    the mortality and expense risk. The current rate of
                    deduction, stated as an annual percentage of the value of
                    the Variable Sub-Account, is 0.80%. (SEE CERTAIN FEES AND
                    CHARGES, MORTALITY AND EXPENSE RISK CHARGE).
 
                    Investment results for each Variable Sub-Account are
                    affected by each Fund's daily charge for management fees;
                    these charges vary by Fund and are shown on pages 21-22 of
                    this Prospectus.
 
                    A transaction fee of $25 is imposed for partial surrenders.
                    (SEE POLICY LIQUIDITY, PARTIAL SURRENDERS).
 
                    Lincoln Life reserves the right to impose a $25 charge for
                    each request for transfers among Fixed and Variable
                    Sub-Accounts in excess of 12 requests in any Policy Year.
                    (SEE CERTAIN FEES AND CHARGES, TRANSACTION FEE FOR EXCESS
                    TRANSFERS).
 
                    A surrender charge is deducted from proceeds (excluding
                    Death Benefit Proceeds) payable to the Owner when the Policy
                    is surrendered before the fifteenth anniversary of the Date
                    of Issue or, with respect to any increase in Specified
                    Amount, before the fifteenth anniversary of the increase.
                    (SEE POLICY LIQUIDITY, SURRENDER CHARGES).
 
                    Interest is charged on Policy loans. (SEE POLICY LIQUIDITY,
                    POLICY LOANS).
 
INFORMATION ABOUT LINCOLN LIFE AND THE SEPARATE ACCOUNT
 
                    THE LINCOLN NATIONAL LIFE INSURANCE COMPANY. Lincoln Life is
                    a stock life insurance company incorporated under the laws
                    of Indiana on June 12, 1905. Lincoln Life is principally
                    engaged in offering life insurance policies and annuity
                    contracts, and ranks among the largest United States stock
                    life insurance companies in terms of assets and life
                    insurance in force. Lincoln Life is also one of the leading
                    life reinsurers in the United States. Lincoln Life is
                    licensed in all states (except New York) and the District of
                    Columbia, Guam and the Virgin Islands.
 
                    Lincoln Life is wholly owned by Lincoln National Corporation
                    ("LNC"), a publicly held insurance holding company
                    incorporated under Indiana law on January 5, 1968. The
                    principal offices of both Lincoln Life and LNC are located
                    at 1300 South Clinton Street, Fort Wayne, Indiana 46802.
                    Through subsidiaries, LNC engages primarily in the
                    businesses of insurance and financial services.
                    Administrative services necessary for the operation of the
                    Variable Account and the Policies are currently provided by
                    Lincoln Life. Lincoln Life is the principal underwriter for
                    the Policies.
 
                    Lincoln Life Flexible Premium Variable Life Account R
                    ("SEPARATE ACCOUNT") is a separate account of Lincoln Life.
                    Under Indiana insurance law, the income, gains and losses
                    from separate account assets are credited to or charged
                    against the account, without regard to other income, gains
                    or losses of Lincoln Life. Lincoln Life owns the assets in
                    the Separate Account, although the Separate Account assets
                    are available first to satisfy the obligation of Lincoln
                    Life with respect to the Policies. Lincoln Life does not
                    guarantee the Separate Account's investment performance.
 
                    Net Premium Payments allocated to the Separate Account will
                    be invested in Fund shares at net asset value. Monies
                    necessary to fund deductions, charges, transfers and
                    surrenders from the Separate Account are raised by selling
                    Fund shares at net asset value. On each Valuation Day, the
                    Separate Account will purchase or redeem Fund shares based
                    on a netting of all transactions in that Variable
                    Sub-Account for that day.
 
                                                                               7
<PAGE>
                    The Separate Account is registered with the Commission as a
                    unit investment trust under the Investment Company Act of
                    1940 ("1940 ACT"). Registration under the 1940 Act does not
                    involve supervision by the Commission of the Separate
                    Account or Lincoln Life's management or investment practices
                    or policies. Lincoln Life has other separate accounts, some
                    of which are so registered. The other registered separate
                    accounts hold assets that support different variable annuity
                    contracts and variable life insurance policies of Lincoln
                    Life.
 
PURPOSE OF THE POLICY
 
                    PERSONAL CIRCUMSTANCES
 
                    The Policy generally provides a greater death benefit for
                    the same amount of premium, or the same death benefit for a
                    lower premium, than would a policy on the life of only one
                    of the Insureds. This is possible because the probability of
                    two deaths within a given period of time is less than the
                    probability of a single death. This Policy may be
                    appropriate in any situation in which death benefit proceeds
                    are not required until after the death of both Insureds. For
                    example, a husband and wife who plan to use the marital
                    deduction for estate tax purposes on the first death, would
                    not ordinarily need liquidity to pay estate taxes until
                    after the Second Death. The Policy would also be appropriate
                    in the case of a dual income couple, in which each has
                    significant earning capacity, whose dependents will need
                    replacement funds to provide support only after the Second
                    Death. Such funds could be used to pay for a variety of
                    needs of dependents, including support, medical treatment,
                    education.
 
                    Applicants should consult with their professional advisors
                    concerning the appropriateness of the Policy in their
                    circumstances, and as to whether all appropriate legal, tax
                    and financial factors have been taken into consideration.
 
                    MARKET, INTEREST RATE AND CREDIT RISK EXPOSURE
 
                    The use of variable life insurance rather than traditional
                    life insurance provides greater opportunities and
                    corresponding risks. If Death Benefit Option 2 is chosen,
                    favorable investment performance may increase death
                    benefits, by increasing the Net Accumulation Value, or
                    reduce the amount of required premium payments, by funding
                    the cost of insurance with before-tax Policy Value
                    accumulations. On the other hand, unfavorable investment
                    performance may cause a relative decline in death benefits
                    if Death Benefit Option 2 is chosen, or increase the amount
                    of premium payments required to avoid lapse. Such premium
                    payments could be required at times when the Owner's
                    resources most constrain his or her ability to pay them.
                    Through selection of the underlying investments, an Owner
                    may decide the degree of risk exposure best suited to the
                    Owner's particular needs and circumstances. An applicant who
                    is averse to market and interest rate risk, or wishes to
                    provide a fixed amount of liquidity upon the Second Death,
                    should strongly consider the purchase of a non-variable
                    second-to-die life insurance policy. Lincoln Life will
                    provide information about such a policy on request to the
                    Administrative Office.
 
                    REPLACEMENTS
 
                    Before purchasing the Policy to replace, or to be funded
                    with proceeds borrowed or withdrawn from, an existing life
                    insurance policy, a number of matters should be considered
                    by the applicant. First, the applicant should consider
                    whether any commission will be paid to an agent or any other
                    person with respect to the replacement. Second, the
                    applicant should consider whether coverages and comparable
                    values are available from the Policy, as compared to his or
                    her existing policy. For example, the Insureds may no longer
                    be insurable, or the contestability period may have
 
8
<PAGE>
                    elapsed with respect to the underlying 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 complete application identifies the prospective Insureds
                    and provides sufficient information about them to permit
                    Lincoln Life to begin underwriting the risks under the
                    Policy. A medical history and examination of each of the
                    Insureds is required. Lincoln Life may decline to provide
                    insurance on the lives of the Insureds or, if it agrees to
                    provide insurance, it may place one or both Insureds 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
                    gender of the Insureds.
 
                    The applicant will select the Beneficiary or Beneficiaries
                    who are to receive Death Benefit Proceeds payable on the
                    Second Death, 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. The applicant must also
                    determine 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 Insureds are 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 lives of each of the Insureds
                    under applicable state law. The Owner may be either or both
                    of the Insureds, or any other natural person or non-natural
                    person. The Owner owns and exercises the rights under the
                    Policy prior to the Second Death.
 
                    The Owner is the person who is ordinarily entitled to
                    exercise the rights under the Policy so long as either of
                    the Insureds 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 is a person other than the last surviving
                    Insured, and that Owner dies before the Second Death, the
                    Owner's rights in the Policy will belong to the Owner's
                    estate, unless otherwise specified to Lincoln Life.
 
BENEFICIARY
 
                    The person or persons named in the application as
                    "BENEFICIARY" are the Beneficiaries 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
                    either of the Insureds is living. Any request for a change
                    in the Beneficiary
 
                                                                               9
<PAGE>
                    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. On
                    recordation, the change of Beneficiary will be effective as
                    of the date of signature or, if there is no such date, the
                    date of recordation. 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 Second Death, the
                    Beneficiary's potential interest shall pass to any surviving
                    Beneficiaries, unless otherwise specified to Lincoln Life.
                    If no named Beneficiary survives the Second Death, any Death
                    Benefit Proceeds will be paid to the Owner or the Owner's
                    executor, administrator or assigns.
 
INSUREDS
 
                    There are two Insureds under the Policy. At the Date of
                    Issue of the Policy the Owner must have an insurable
                    interest in each of the Insureds. On the Second Death, a
                    Death Benefit is payable under the Policy.
 
THE CONTRACT
 
                    On issuance, a life insurance contract ("POLICY") will be
                    delivered to the Owner. The Policy sets forth the terms of
                    the Policy, as applicable to the Owner, and should be
                    reviewed by the Owner on receipt 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 the books and
                    records of Lincoln Life. Possession of the Policy does not
                    represent ownership or the right to exercise the incidents
                    of ownership with respect to the Policy. If the Owner loses
                    the form of Policy, Lincoln Life will issue a replacement on
                    request. Lincoln Life may impose a Policy replacement fee.
 
                    POLICY SPECIFICATIONS
 
                    The Policy includes a page entitled "POLICY SPECIFICATIONS"
                    in which is set forth certain information applicable to the
                    specific Policy. This information includes the identity of
                    the Owner, the Date of Issue, the Initial Specified Amount,
                    the Death Benefit Option selected, the Insureds, the issue
                    Ages, the Beneficiary, the initial Premium Payment, and the
                    No Lapse Premium if the No Lapse Provision has been
                    selected.
 
PREMIUM FEATURES
 
                    The Policy permits flexible premium payments, meaning that
                    the frequency and the amount of Premium Payments may be
                    selected by the Owner. After the Initial Premium Payment is
                    paid there is no minimum premium required, unless to
                    maintain the No Lapse Provision. (See LAPSE AND
                    REINSTATEMENT NO LAPSE PROVISION). The initial Premium
                    Payment is due on the Effective Date and must be equal to or
                    exceed the amount necessary to provide for two Monthly
                    Deductions or, if selected, the No Lapse Premium.
 
                    If at least one of the Insureds is still living when the
                    younger Insured attains or would have attained 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 Variable Account will
                    be transferred to the Fixed Account. Lincoln Life will no
                    longer transfer amounts to Variable Sub-Accounts. The Policy
                    will remain in force until surrender or the Second Death.
 
10
<PAGE>
                    ADDITIONAL PREMIUMS; PLANNED PREMIUMS
 
                    Any later Premium Payments ("ADDITIONAL PREMIUMS")must be
                    sent directly to the Administrative Office. Additional
                    Premiums will be credited only when actually received by
                    Lincoln Life. An applicant may schedule Premium Payments
                    with a annual, semiannual, quarterly or monthly frequency
                    ("PLANNED PREMIUMS"). 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.
 
                    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 8.0% 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
 
                    The Owner may return the Policy to Lincoln Life for
                    cancellation as follows. If the Owner mails or delivers the
                    Policy to the Administrative Office on or before 10 days (20
                    to 30 days in some states) after delivery of the Policy 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 Account, and will be allocated to the Sub-Accounts
                    designated by the Owner at the end of a Right-to-Examine
                    Period. If the Policy is returned for cancellation within
                    the Right-to-Examine Period, any Premium Payments will be
                    returned within seven days, although any 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 and
                    Variable Sub-Accounts may be set forth in the application.
                    An Owner may change the allocation of future Net
 
                                                                              11
<PAGE>
                    Premium Payments at any time. In any allocation, the amount
                    allocated to any Sub-Account must be in whole percentages.
                    No allocation can be made which would result in a
                    Sub-Account Value of less than $50. Lincoln Life, at its
                    sole discretion, may waive minimum balance requirements on
                    the Sub-Accounts. At the present time, no more than 18
                    Sub-Accounts may be opened during the life of the Policy.
                    Lincoln Life may increase the number of Sub-Accounts in the
                    future.
 
                    TRANSFERS
 
                    The Owner may make transfers among the Sub-Accounts, on the
                    terms set forth below, at any time before the younger
                    Insured reaches or would have reached 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. See pages 17-22 of
                    this Prospectus.
 
                    Transfer of amounts of at least $500 from one Variable
                    Sub-Account to another or from the Variable 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
                    Variable Sub-Accounts. 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 $500. Lincoln
                    Life reserves the right to impose 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
                    effected that day. Otherwise, requests will be effective as
                    of the next Valuation Day.
 
                    Any transfer among the Variable 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 Variable
                    Sub-Account or the Fixed Account to be less than $500 will
                    result in those remaining Accumulation Units being canceled
                    and their aggregate value reallocated proportionately among
                    the other Variable 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, 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
                    on a monthly or quarterly basis. By making allocations on a
                    regularly scheduled basis, instead of on a lump sum basis,
                    an Owner may reduce exposure to
 
12
<PAGE>
                    market volatility. Dollar Cost Averaging will not assure a
                    profit or protect against a declining market. An election to
                    Dollar Cost Average is subject to the 18 Sub-Account
                    Limitation described under ALLOCATION OF NET PREMIUM
                    PAYMENTS.
 
                    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.
 
                    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) 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.
 
                    Currently, there is no charge for Dollar Cost Averaging, but
                    Lincoln Life reserves the right to impose a charge.
 
                    AUTOMATIC REBALANCING
 
                    Automatic Rebalancing periodically restores to a
                    pre-determined level the percentage of Policy value
                    allocated to each Variable 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 Variable
                    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.
 
                    Currently, there is no current charge for Automatic
                    Rebalancing, but Lincoln Life reserves the right to impose a
                    charge.
 
INVESTMENT OPTIONS
 
                    FIXED ACCOUNT
 
                    The "FIXED ACCOUNT" is funded by the general assets of
                    Lincoln Life not allocated to any separate account. The
                    Fixed Account is part of Lincoln Life's General Account and
                    is subject to Lincoln Life's general liabilities. Amounts
                    held in the Fixed Account will be credited with interest at
                    rates determined from time to time by Lincoln Life, but not
                    less than 4% per year.
 
                    Interests in the Fixed Account have not been registered
                    under the Securities Act of 1933 (the "1933 ACT"), and
                    neither the Fixed Account nor Lincoln Life's General Account
                    has been registered under the 1940 Act. Therefore, neither
                    the Fixed Account nor any interest therein is generally
                    subject to regulation under the provisions of the 1933 Act
                    or the 1940 Act. Accordingly, Lincoln Life has been advised
                    that the staff of the Commission has not reviewed the
                    disclosure in this Prospectus relating to the Fixed Account.
 
                                                                              13
<PAGE>
                    VARIABLE ACCOUNT
 
                    Lincoln Life Flexible Premium Variable Life Account R was
                    established pursuant to a November 4, 1982 resolution of the
                    Board of Directors of Lincoln Life. The Variable Account is
                    composed of the Variable Sub-Accounts. Under Indiana
                    insurance law, the income, gains and losses, realized or
                    unrealized, from assets allocated to a separate account are
                    credited to or charged against the account, without regard
                    to other income, gains or losses of Lincoln Life. Lincoln
                    Life owns the assets in the Variable Account, but the
                    Variable Account assets equal to its reserves and other
                    liabilities are available first to satisfy the obligation of
                    Lincoln Life with respect to any obligations of Lincoln Life
                    funded by the Variable Account, and are not chargeable with
                    liabilities arising out of any other business conducted by
                    Lincoln Life. Lincoln Life does not guarantee the Variable
                    Account's investment performance.
 
                    Available proceeds received by the Variable Account will be
                    invested in Fund shares at net asset value. Monies necessary
                    to fund deductions, charges, transfers and surrenders from
                    the Variable Account are raised by selling Fund shares at
                    net asset value. On each Valuation Day, the Variable Account
                    will purchase or redeem Fund shares for each Variable
                    Sub-Account based on a netting of all transactions for each
                    Variable Sub-Account for that day. Fund shares held in the
                    Variable Account are registered by book entry on the books
                    maintained by or for the Funds.
 
                    The Variable Account is registered with the Commission as a
                    unit investment trust under the 1940 Act. Registration under
                    the 1940 Act does not involve supervision of the Variable
                    Account or Lincoln Life's management or investment practices
                    or policies by the Commission.
 
                    Lincoln Life has other separate accounts, some of which are
                    registered as unit investment trusts. The other registered
                    separate accounts hold assets that support different
                    variable annuity contracts and variable life insurance
                    policies of Lincoln Life.
 
POLICY VALUES
 
                    The Accumulation Value of the Policy depends on the
                    performance of the underlying investments. Policy values are
                    used to fund Policy fees and expenses, including the Cost of
                    Insurance. Required Premium Payments, if any, will vary
                    based on the investment performance of the underlying
                    investments. A market downturn, affecting the Variable
                    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. Review of
                    periodic statements is strongly suggested to determine if
                    Additional Premium Payments may be necessary to avoid lapse
                    of the Policy.
 
                    Each Owner will be advised at least annually as to the
                    Accumulation Value, the number of Accumulation Units which
                    remain credited to the Policy, the current Accumulation Unit
                    values, the Variable Sub-Account Values, the Fixed Account
                    Value and the Loan Account Value.
 
                    ACCUMULATION VALUE
 
                    Each Net Premium Payment will be credited to the Policy as
                    of the end of the Valuation Period in which it is received
                    at the Administrative Office. The "ACCUMULATION VALUE" of a
                    Policy is determined by: (1) multiplying the total number of
                    Accumulation Units credited to the Policy for each Variable
                    Sub-Account by its appropriate current Variable
 
14
<PAGE>
                    Accumulation Unit Value; (2) if a combination of Variable
                    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.
 
                    VARIABLE ACCOUNT VALUE
 
                    VARIABLE ACCUMULATION UNIT VALUE
 
                    When all or a part of a Net Premium Payment is allocated to
                    a Variable Sub-Account, the amount allocated is converted
                    into Variable Accumulation Units by dividing the amount
                    allocated to the Variable Sub-Account by the value of the
                    Variable Accumulation Unit for the Variable Sub-Account
                    calculated at the end of the Valuation Period in which it is
                    received at the Administrative Office. The Variable
                    Accumulation Unit Value for each Variable Sub-Account was
                    established at $10.00 for the first Valuation Period of the
                    particular Variable Sub-Account. The Variable Accumulation
                    Unit Value for each Variable Sub-Account would thereafter
                    vary independently of the other Variable Sub-Accounts and
                    may increase or decrease from one Valuation Period to the
                    next. Allocations to Variable Sub-Accounts are made only as
                    of the end of a day, called the "VALUATION DAY," on which
                    the New York Stock Exchange is open for business.
 
                    VARIABLE ACCUMULATION UNITS
 
                    A "VARIABLE ACCUMULATION UNIT" is a unit of measure used in
                    the calculation of the value of each Variable Sub-Account.
                    The Variable Accumulation Unit Value will be as determined
                    for the Valuation Period during which a Premium Payment or
                    request for transfer is received by Lincoln Life. The
                    Variable Accumulation Unit Value for a Variable Sub-Account
                    for any later Valuation Period is determined as follows:
 
                       1.The total value of Fund shares held in the Variable
                         Sub-Account is calculated by multiplying the number of
                         Fund shares owned by the Variable Sub-Account at the
                         beginning of the Valuation Period by the net asset
                         value per share of the Fund at the end of the Valuation
                         Period, and adding any dividend or other distribution
                         of the Fund if an ex-dividend date occurs during the
                         Valuation Period; minus
 
                       2.The liabilities of the Variable Sub-Account at the end
                         of the Valuation Period; such liabilities include daily
                         charges imposed on the Variable Sub-Account, and may
                         include a charge or credit with respect to any taxes
                         paid or reserved for by Lincoln Life that Lincoln Life
                         determines result from the operations of the Variable
                         Account; and
 
                       3.The result of (2) is divided by the number of Variable
                         Accumulation Units outstanding at the beginning of the
                         Valuation Period.
 
                    The daily charges imposed on a Variable Sub-Account for any
                    Valuation Period are equal to the 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 Variable 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 Variable 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
                    Variable Sub-Account and fees and charges under the Policy.
 
                                                                              15
<PAGE>
                    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 Variable
                    Account. The Fixed Account Value is guaranteed by Lincoln
                    Life.
 
                    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 nineteen Variable Sub-Accounts is invested
                    solely in the shares of one of the nineteen Funds available
                    under the Policies. Except for AIM Variable Insurance Funds,
                    Inc., which is a Maryland corporation, each of the Funds is
                    a series of one of six Massachusetts business trusts. Each
                    such trust or corporation is registered as an open-end,
                    diversified management investment company under the 1940
                    Act.
 
                    The Fund Groups and their investment advisers and
                    distributors are:
 
                        AIM Variable Insurance Funds, Inc. ("AIM V.I. FUND"),
                        managed by AIM Advisors, Inc., and distributed by AIM
                        Distributors Inc., 11 Greenway Plaza, Suite 100,
                        Houston, TX 77046-1173;
 
                        CIGNA Variable Products Group ("CIGNA GROUP"), managed
                        by CIGNA Investments, Inc., and distributed by CIGNA
                        Financial Services, Inc., 900 Cottage Grove Road,
                        Hartford, CT 06152;
 
                        Variable Insurance Products Fund ("FIDELITY VIP I"), and
                        Variable Insurance Products Fund II ("FIDELITY VIP II"),
                        managed by Fidelity Management & Research Company and
                        distributed by Fidelity Distributors Corporation, 82
                        Devonshire Street, Boston, MA 02103;
 
                        MFS-Registered Trademark- Variable Insurance Trust ("MFS
                        TRUST"), managed by Massachusetts Financial Services
                        Company and distributed by MFS Fund Distributors, Inc.,
                        500 Boylston Street, Boston, MA 02116;
 
                        Templeton Variable Products Series Fund ("TEMPLETON
                        TRUST"), managed by Templeton Investment Counsel, Inc.
                        and its Templeton and Franklin affiliates and
                        distributed by Franklin/Templeton Distributors, Inc.,
                        700 Central Avenue, St. Petersburg, FL 33701;
 
                        OCC Accumulation Trust ("OCC TRUST"), managed by OpCap
                        Advisors and distributed by OCC Distributors, One World
                        Financial Center, New York, NY 10281.
 
                    Four Funds of AIM V.I. Fund are available under the
                    Policies:
 
                        AIM V.I. Capital Appreciation Fund;
                        AIM V.I. Diversified Income Fund.
                        AIM V.I. Growth Fund;
                        AIM V.I. Value Fund;
 
                    Two Funds of CIGNA Group are available under the Policies:
 
                        CIGNA VP Money Market Fund;
                        CIGNA VP S&P 500 Index Fund.
 
                    One Fund of FIDELITY VIP I is available under the Policies:
 
                        Equity-Income Portfolio ("FIDELITY VIP EQUITY-INCOME
                        PORTFOLIO").
 
16
<PAGE>
                    Two Funds of FIDELITY VIP II are available under the
                    Policies:
 
                        Asset Manager Portfolio ("FIDELITY VIP II ASSET MANAGER
                    PORTFOLIO");
                        Investment Grade Bond Portfolio ("FIDELITY VIP II
                    INVESTMENT GRADE BOND PORTFOLIO").
 
                    Four Funds of MFS Trust are available under the Policies:
 
                        MFS Emerging Growth Series;
                        MFS Total Return Series;
                        MFS Utilities Series;
                        MFS World Governments Series.
 
                    Three Funds of TEMPLETON Trust and are available under the
                    Policies:
 
                        Templeton Asset Allocation Fund: Class I;
                        Templeton International Fund: Class I;
                        Templeton Stock Fund: Class I.
 
                    Three Funds of OCC Trust are available under the Policies:
 
                        Global Equity Portfolio;
                        Managed Portfolio;
                        Small Cap Portfolio.
 
                    The investment advisory fees charged the Funds by their
                    advisers are shown on pages 21-22 of this Prospectus.
 
                    Below is a brief description of the investment objective and
                    program of each Fund. There can be no assurance that any of
                    the stated investment objectives will be achieved.
 
                    AIM V.I. CAPITAL APPRECIATION FUND (Small Cap Stocks): Seeks
                    to provide capital appreciation through investments in
                    common stocks, with emphasis on medium-sized and smaller
                    emerging growth companies.
 
                    AIM V.I. DIVERSIFIED INCOME FUND (Fixed Income -
                    Intermediate Term Bonds): Seeks to achieve a high level of
                    current income primarily by investing in a diversified
                    portfolio of foreign and U.S. government and corporate debt
                    securities, including lower rated high yield debt securities
                    (commonly known as "JUNK BONDS").
 
                    AIM V.I. GROWTH FUND (Large Cap Stocks): Seeks to provide
                    growth of capital through investments primarily in common
                    stocks of leading U.S. companies considered by its adviser
                    to have strong earnings momentum.
 
                    AIM V.I. VALUE FUND (Large Cap Stocks): Seeks to achieve
                    long-term growth of capital by investing primarily in equity
                    securities judged by its adviser to be undervalued relative
                    to the current or projected earnings of the companies
                    issuing the securities, or relative to current market values
                    of assets owned by the companies issuing the securities or
                    relative to the equity markets generally. Income is a
                    secondary objective.
 
                    CIGNA VP MONEY MARKET FUND (Money Market): Seeks to provide
                    as high a level of current income as is consistent with the
                    preservation of capital and liquidity and the maintenance of
                    a stable $1.00 per share net asset value by investing in
                    short-term money market instruments.
 
                    CIGNA VP S&P 500 INDEX FUND (Large Cap Stocks): Seeks to
                    achieve its objective of long-term growth of capital by
                    attempting to replicate the composition and total return,
                    reduced by fund expenses, of the Standard & Poor's 500
                    Composite Stock price Index.
 
                                                                              17
<PAGE>
                    FIDELITY VIP II ASSET MANAGER PORTFOLIO (Balanced or Total
                    Return): Seeks high total return with reduced risk over the
                    long-term by allocating its assets among domestic and
                    foreign stocks, bonds and short-term fixed-income
                    instruments.
 
                    FIDELITY VIP II INVESTMENT GRADE BOND PORTFOLIO (Fixed
                    Income - Intermediate Term Bonds): Seeks as high a level of
                    current income as is consistent with the preservation of
                    capital by investing in a broad range of investment-grade
                    fixed-income securities.
 
                    FIDELITY VIP EQUITY-INCOME PORTFOLIO (Large Cap Stocks):
                    Seeks reasonable income by investing primarily in
                    income-producing equity securities, with some potential for
                    capital appreciation, seeking a yield that exceeds the
                    composite yield on the securities comprising the Standard
                    and Poor's Composite Index of 500 Stocks.
 
                    MFS EMERGING GROWTH SERIES (Large Cap Stocks): Seeks to
                    provide long-term growth of capital by investing primarily
                    in common stocks of foreign and domestic insurers.
 
                    MFS TOTAL RETURN SERIES (Balanced or Total Return): Seeks
                    primarily to obtain above-average income (compared to a
                    portfolio invested entirely in equity securities) consistent
                    with the prudent employment of capital, and secondarily to
                    provide a reasonable opportunity for growth of capital and
                    income.
 
                    MFS UTILITIES SERIES (Specialty): Seeks capital growth and
                    current income (income above that available from a portfolio
                    invested entirely in equity securities) by investing, under
                    normal circumstances, at least 65% of its assets in equity
                    and debt securities of utility companies.
 
                    MFS WORLD GOVERNMENTS SERIES (International Fixed Income):
                    Seeks not only preservation, but also growth, of capital
                    together with moderate current income through a
                    professionally managed, internationally diversified
                    portfolio consisting primarily of debt securities and to a
                    lesser extent equity securities.
 
                    TEMPLETON ASSET ALLOCATION FUND (Balanced or Total Return):
                    Seeks a high level of total return through a flexible policy
                    of investing in stocks of companies in any nation, debt
                    securities of companies and governments of any nation, and
                    in money market instruments. Assets are allocated among
                    different investments depending upon worldwide market and
                    economic conditions.
 
                    TEMPLETON INTERNATIONAL FUND (International Stocks): Seeks
                    long-term capital growth through a flexible policy of
                    investing in stocks and debt obligations of companies and
                    governments outside the United States.
 
                    TEMPLETON STOCK FUND (Global Stocks): Seeks capital growth
                    through a policy of investing primarily in common stocks
                    issued by companies, large and small, in various nations
                    throughout the world, including the U.S.
 
                    OCC GLOBAL EQUITY PORTFOLIO (International Stocks): Seeks
                    long-term capital appreciation through a global investment
                    strategy primarily involving equity securities.
 
                    OCC MANAGED PORTFOLIO (Balanced or Total Return): Seeks
                    growth of capital over time through investment in a
                    portfolio of common stocks, bonds and cash equivalents, the
                    percentage of which will vary based on management's
                    assessments of relative investment values.
 
                    OCC SMALL CAP PORTFOLIO (Small Cap Stocks): Seeks capital
                    appreciation through investments in a diversified portfolio
                    of equity securities of companies with market
                    capitalizations of under $1 billion.
 
                    The AIM V.I. Diversified Income Fund, Fidelity VIP
                    Equity-Income Portfolio, Fidelity VIP II Asset Manager
                    Portfolio, MFS Emerging Growth Series, MFS Total Return
                    Series, MFS Utilities Series, MFS World Governments Series,
                    OCC Global Equity Portfolio, OCC
 
18
<PAGE>
                    Managed Portfolio, OCC Small Cap Portfolio, Templeton Asset
                    Allocation Fund, Templeton International Fund and Templeton
                    Stock Fund may invest in non-investment grade, high-risk
                    debt securities (commonly referred to as "junk bonds"), as
                    detailed in the individual Fund Prospectuses.
 
                    There is no assurance that the investment objective of any
                    of the Funds will be met. Each Owner has all of the
                    investment performance risk for the Variable Sub-Accounts
                    selected by the Owner. There is investment performance risk
                    in each of the Variable Sub-Accounts, although the amount of
                    such risk varies significantly among the Variable
                    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 Variable 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 Variable
                    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 Variable Sub-Account without prior approval of the
                    Commission.
 
                    VOTING RIGHTS
 
                    Lincoln Life will vote the shares of each Fund held in the
                    Variable 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 Variable Account.
                    Lincoln Life will vote shares for which it has not received
                    instructions in the same proportion as it votes shares 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
                    Trust 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.
 
                    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 Funds do not foresee
                    any disadvantage to 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 Fund Groups'
                    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.
 
                    FUND PARTICIPATION AGREEMENTS
 
                    Lincoln Life has entered into agreements with the various
                    Funds 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.
 
                                                                              19
<PAGE>
CHARGES AND FEES
 
                    Charges will be deducted in connection with the Policy to
                    compensate Lincoln Life 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 MADE MONTHLY
 
                    There are various expense deductions that are made monthly.
                    The Monthly Deduction, including the Cost of Insurance
                    Charge is made from the Net Accumulation Value.
 
                    The Monthly Deductions are deducted proportionately from the
                    value of each underlying investment subject to the charge.
                    In the case of Variable Sub-Accounts, Variable Accumulation
                    Units are canceled and the value of the canceled Variable
                    Accumulation Units is 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 starting on the Date of Issue. The "MONTHLY ANNIVERSARY
                    DAY" under the Policy is the same day of each month as the
                    Date of Issue, provided that if there is no such date in a
                    given month, it is 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 either Insured is still living when the younger Insured
                    would have attained Age 100 and the Policy has not been
                    surrendered, no further Monthly Deductions will be made and
                    the Variable Account Value will be transferred to the Fixed
                    Account. The Policy will then remain in force until
                    surrender or the Second Death.
 
                    MONTHLY DEDUCTION
 
                    There is a flat dollar Monthly Deduction of $12.50 until the
                    first Policy Anniversary and, currently, $5 thereafter
                    (guaranteed not to exceed $10). In addition there is a
                    Monthly Deduction charge of $0.09 per $1000 of Specified
                    Amount for the first twenty years of the Policy and for the
                    first twenty years following an increase in Specified
                    Amount. If the No Lapse Provision is in effect there will
                    also be a Monthly Deduction of $0.01 per $1000 of Specified
                    Amount.
 
                    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 charge depends on the Age,
                    underwriting category and gender (in accordance with state
                    law) of both Insureds and the current Net Amount at Risk.
                    The rate on which the Monthly Deduction for the Cost of
                    Insurance is based will generally increase as the Insureds
                    age, although the Cost of Insurance charge could decline if
                    the Net Amount at Risk drops relatively faster than the Cost
                    of Insurance Rate increases.
 
20
<PAGE>
                    The Cost of Insurance charge is determined by dividing the
                    Death Benefit at the previous Monthly Anniversary Day by
                    1.0032737 (the monthly equivalent of an annual rate of 4%),
                    subtracting the Accumulation Value at the previous Monthly
                    Anniversary Day, 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, per $1,000 of Net Amount at Risk, for
                    standard risks are based on the 1980 Commissioners Standard
                    Ordinary Mortality Tables, Age Nearest Birthday (1980 CSO,
                    Male or Female); or, for unisex rates, on the 1980 CSO-B
                    Table.
 
MORTALITY AND EXPENSE RISK CHARGE AND FUND EXPENSES
 
EXPENSE DATA
 
The purpose of the following Table is to assist in the understanding of the
costs and expenses imposed on underlying Funds investments in the Variable
Sub-Accounts. The table reflects expenses of the Variable Account as well as of
the individual Funds underlying the Variable Sub-Accounts. The Mortality and
Expense Risk Charge shown is the currently charged rate of 0.80% per year and is
guaranteed not to exceed 0.90% per year.
 
                                   FEE TABLE
<TABLE>
<CAPTION>
                                                                                          CIGNA
                                                                                         VARIABLE
                                                                                         PRODUCTS
                                               AIM VARIABLE INSURANCE FUNDS, INC.         GROUP
                                          --------------------------------------------   --------
                                          AIM V.L.                            AIM V.I.   CIGNA VP
                                          CAPITAL                  AIM V.I.   DIVERSIFIED  MONEY
                                          APPRECIATION  AIM V.I.    VALUE      INCOME     MARKET
                                            FUND     GROWTH FUND     FUND       FUND       FUND
                                          --------   -----------   --------   --------   --------
<S>                                       <C>        <C>           <C>        <C>        <C>
SEPARATE ACCOUNT ANNUAL EXPENSES
Mortality and Expense Risk Charge.......    [0.80%]    [0.80%]       [0.80%]    [0.80%]    [0.80%]
Total Separate Account Annual Expenses..    [0.80%]    [0.80%]       [0.80%]    [0.80%]    [0.80%]
FUND PORTFOLIO ANNUAL EXPENSES
Management Fees.........................    [0.64%]    [0.60%]       [0.65%]    [0.64%]    [0.35%]
Other Expenses..........................    [0.09%]    [0.26%]       [0.13%]    [0.09%]    [0.15%]
Total Fund Portfolio Annual Expenses....    [0.73%]    [0.86%]       [0.78%]    [0.73%]    [0.50%](1)
 
<CAPTION>
                                                                       FIDELITY VARIABLE
 
                                                                      INSURANCE PRODUCTS
                                                                             FUNDS
                                                                      -------------------
                                                                                  VIP II
                                                          VIP II       VIP I     INVESTMENT
                                           CIGNA VP        ASSET      EQUITY-     GRADE
                                            S&P 500       MANAGER      INCOME      BOND
                                          INDEX FUND     PORTFOLIO    PORTFOLIO  PORTFOLIO
                                          -----------   -----------   --------   --------
<S>                                       <C>           <C>           <C>        <C>
SEPARATE ACCOUNT ANNUAL EXPENSES
Mortality and Expense Risk Charge.......    [0.80%]       [0.80%]       [0.80%]    [0.80%]
Total Separate Account Annual Expenses..    [0.80%]       [0.80%]       [0.80%]    [0.80%]
FUND PORTFOLIO ANNUAL EXPENSES
Management Fees.........................    [0.25%]       [0.64%]       [0.51%]    [0.45%]
Other Expenses..........................    [0.00%]       [0.10%]       [0.07%]    [0.13%]
Total Fund Portfolio Annual Expenses....    [0.25%](1)    [0.74%](2)    [0.58%     [0.58%]
</TABLE>
 
- ------------------------------
(1)  The Funds' investment adviser has voluntarily agreed to waive such portion
     of its management fee as is necessary to cause the Total Fund Portfolio
     Annual Expenses of the Fund not to exceed .50% of the VP Money Market
     Fund's average daily net asset value and .25% of the VP S&P 500 Index
     Fund's average daily net asset value. If this is not sufficient to cause
     the Total Fund Portfolio Annual Expenses of the VP Money Market Fund and VP
     S&P 500 Index Fund not to exceed the applicable percentage of average daily
     net asset value, the adviser has agreed to pay such other expenses of those
     Funds as is necessary to keep Total Fund Portfolio Annual Expenses from
     exceeding the applicable percentage. This arrangement will continue in
     effect until May 1, 1998, and afterwards to the extent described in the
     Funds' then current prospectus. To the extent management fees are waived by
     the adviser, or expenses of a Fund are paid by the adviser, the total
     return to shareholders will increase. Total return to shareholders will
     decrease to the extent management fees are no longer waived or expenses of
     a Fund are no longer paid. Total Fund Portfolio Annual Expenses would have
     been 1.53% and 0.64% for VP Money Market and VP S&P 500 Index Fund,
     respectively, prior to reimbursement by the adviser.
 
(2)  A portion of the brokerage commissions that certain funds paid was used to
     reduce funds expenses. In addition, certain funds have entered into
     arrangements with their custodian and transfer agent whereby interest
     earned on uninvested cash balances was used to reduce custodian and
     transfer agent expenses. Including these reductions, Total Fund Portfolio
     Annual Expenses would have been 0.73% for the VIP II Asset Manager
     Portfolio and 0.56% for the VIP Equity-Income Portfolio.
 
                                                                              21
<PAGE>
The following table does not reflect the Premium Load or the Monthly Deduction
described at page  of this Prospectus. The information set forth should be
considered together with the information provided in this Prospectus under the
heading "Charges and Fees", and in the prospectus for each Fund. All expenses
are expressed as a percentage of the Variable Sub-Account Value.
 
<TABLE>
<CAPTION>
MFS-REGISTERED TRADEMARK- VARIABLE INSURANCE     TEMPLETON VARIABLE
                    TRUST                             PRODUCTS           SERIES
- ---------------------------------------------   ---------------------     FUNDS          OCC ACCUMULATION TRUST
   MFS                                          TEMPLETON               ---------   ---------------------------------
EMERGING    MFS TOTAL      MFS      MFS WORLD     ASSET     TEMPLETON   TEMPLETON    GLOBAL
 GROWTH      RETURN     UTILITIES   GOVERNMENTS ALLOCATION  INTERNATIONAL   STOCK    EQUITY      MANAGED    SMALL CAP
 SERIES      SERIES      SERIES      SERIES       FUND        FUND        FUND      PORTFOLIO   PORTFOLIO   PORTFOLIO
- ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
<S>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
[0.80%]     [0.80%]     [0.80%]     [0.80%]     [0.80%]     [0.80%]     [0.80%]     [0.80%]     [0.80%]     [0.80%]
[0.80%]     [0.80%]     [0.80%]     [0.80%]     [0.80%]     [0.80%]     [0.80%]     [0.80%]     [0.80%]     [0.80%]
[0.75%]     [0.75%]     [0.75%]     [0.75%]     [0.48%]     [0.49%]     [0.47%]     [0.80%]     [0.80%]     [0.80%]
[0.25%]     [0.25%]     [0.25%]     [0.25%]     [0.18%]     [0.22%]     [0.19%]     [0.45%]     [0.14%]     [0.20%]
[1.00%](3)  [1.00%](3)  [1.00%](3)  [1.00%](4)  [0.66%]     [0.71%]     [0.66%]     [1.25%](5)  [0.94%](5)  [1.00%](5)
</TABLE>
 
- ------------------------------
(3)  The Adviser has agreed to bear expenses for each Series, subject to
     reimbursement by each Series, such that each Series' "Other Expenses" shall
     not exceed 0.25% of the average daily net assets of the Series during the
     current fiscal year. Otherwise, "Other Expenses" for the Emerging Growth
     Series, Total Return Series, Utilities Series and World Government Series
     would be 0.41%, 1.35%, 2.00% and 1.28% respectively, and "Total Fund
     Portfolio Annual Expenses" would be 1.16%, 2.10%, 2.75%, and 2.03%
     respectively, for these Series. See "Information Concerning Shares of Each
     Series Expenses."
 
(4)  Each Series has an expense offset arrangement which reduces the Series'
     custodian fee based upon the amount of cash maintained by the Series with
     its custodian and dividend disbursing agent, and may enter into other such
     arrangements and directed brokerage arrangements (which would also have the
     effect of reducing the Series' expenses). Any such fee reductions are not
     reflected under "Other Expenses".
 
(5)  Management Fees and Total Fund Portfolio Annual Expenses have been restated
     to reflect the management fee schedule approved by shareholders effective
     May 1, 1997. See fund prospectus for details. Actual fees and annual
     expenses before May 1, 1997 were lower.
 
(6)  The annual expenses of OCC Accumulation Trust Portfolios (the "Portfolios")
     as of December 31, 1996 have been restated to reflect new management fee
     and expense limitation arrangements in effect as of May 1, 1996.
     Additionally, Other Expenses are shown gross of certain expense offsets
     afforded the Portfolios which effectively lowered overall custody expenses.
     Effective May 1, 1996, the expenses of the Portfolios were contractually
     limited by OpCap Advisors so that their respective annualized operating
     expenses (net of any expense offsets) do not exceed 1.25% of their
     respective average daily net assets. Furthermore, through December 31,
     1997, the annualized operating expenses of the Managed and Small Cap
     Portfolios will be voluntarily limited by OpCap Advisors so that annualized
     operating expenses (net of any expense offsets) of these Portfolios do not
     exceed 1.00% of their respective average daily net assets. Without such
     contractual and voluntary expense limitations and without giving effect to
     any expense offsets, the Management Fees, Other Expenses and Total
     Portfolio Annual Expenses incurred for the fiscal year ended December 31,
     1996 would have been: .80%, 1.04% and 1.84%, respectively, for the Global
     Equity Portfolio; .80%, .10% and .90%, respectively, for the Managed
     Portfolio; and .80%, .26% and 1.06%, respectively, for the Small Cap
     Portfolio.
 
22
<PAGE>
                    SURRENDER CHARGES
 
                    A generally declining surrender charge ("SURRENDER CHARGE")
                    will apply 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
                    Insureds, the number of years since the Date of Issue, and
                    Specified Amount. The charge is in part a deferred sales
                    charge and in part a recovery of certain first year
                    administrative costs. In no event will the Surrender Charge
                    exceed the maximum allowed by state or federal law. The
                    Surrender Charge can be seen in Appendix I by subtracting
                    "Surrender Value" from "Total Accumulation Value" on any
                    chosen set of investment return assumptions.
 
                    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.
                    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 from which the partial surrender
                    proceeds are taken.
 
                    Any surrenders may result in tax implications. SEE TAX
                    MATTERS
 
                    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.
 
                    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 applicant must select the Specified Amount of the Death
                    Benefit, which may not be less than $250,000 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 on the Second Death and the Owner's
                    ability to make Premium Payments. In evaluating this
                    decision, the applicant should consider that the greater the
                    Net Amount at Risk, the greater the monthly deductions for
                    the Cost of Insurance.
 
                    DEATH BENEFIT OPTIONS
 
                    Two different Death Benefit Options are available under the
                    Policy. The amount 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 Second 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 required to maintain the Policy as a
                    "life insurance contract" for
 
                                                                              23
<PAGE>
                    Federal income tax purposes. The Corridor Percentage is 250%
                    through the time the younger Insured reaches or would have
                    reached Age 40 and decreases in accordance with the table at
                    page 25 of this Prospectus to 100% when the younger Insured
                    reaches or would have reached Age 95.
 
                    Death Benefit Option 1 provides Death Benefit Proceeds equal
                    to the Specified Amount (a minimum of $250,000). If Option 1
                    is selected, the Policy pays level Death Benefit Proceeds
                    until the Minimum Death Benefit exceeds the Specified
                    Amount. (See DEATH BENEFITS, FEDERAL INCOME TAX DEFINITION
                    OF LIFE INSURANCE).
 
                    Death Benefit Option 2 provides Death Benefit Proceeds equal
                    to the sum of the Specified Amount plus the Accumulation
                    Value as of the Valuation Day immediately after receipt by
                    Lincoln Life of Due Proof of the Second 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. The ability of
                    the Owner to support the Policy 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 from the value of the Policy to pay the
                    Cost of Insurance.
 
                    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 Second 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
                    amount of 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
 
24
<PAGE>
                    increase as a result of the change. In that case, the change
                    is effective on the first Monthly Anniversary Day on which
                    the Accumulation Value is equal to or greater than the
                    Monthly Deduction Amount, as increased.
 
                    FEDERAL INCOME TAX DEFINITION OF LIFE INSURANCE
 
                    The amount of the Death Benefit must satisfy certain
                    requirements under the Code if the policy is to qualify as
                    insurance for federal income tax purposes. The amount of the
                    Death Benefit Proceeds required to be paid under the Code to
                    maintain the Policy as life insurance under each of the
                    Death Benefit Options (see INSURANCE COVERAGE PROVISIONS,
                    DEATH BENEFIT) is equal to the product of the Accumulation
                    Value and the applicable Corridor Percentage set forth
                    below.
<TABLE>
<CAPTION>
ATTAINED AGE OF THE
  YOUNGER INSURED
(NEAREST BIRTHDAY)    CORRIDOR 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
 
<CAPTION>
ATTAINED AGE OF THE
  YOUNGER INSURED
(NEAREST BIRTHDAY)    CORRIDOR PERCENTAGE
- -------------------  ---------------------
<S>                  <C>
 
            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>
 
NOTICE OF DEATH OF INSUREDS
 
                    Due Proof of Death must be furnished to Lincoln Life at the
                    Administrative Office as soon as reasonably practicable
                    after the death of each 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 both Insureds. SEE
                    SETTLEMENT OPTIONS. The amount of the Death Benefit Proceeds
                    under Option 2 will be determined as of the date of the
                    Second Death. Payment of the Death Benefit Proceeds may be
                    delayed if the Policy is contested or if Variable Account
                    values cannot be determined.
 
                                                                              25
<PAGE>
                    The Owner may elect a Settlement Option before the Second
                    Death; after the Second Death, if the Owner has not
                    irrevocably selected a Settlement Option, the Beneficiary
                    may elect one of the Settlement Options. 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.
 
SETTLEMENT OPTIONS
 
                    If an Insured is living, the Owner may elect a Settlement
                    Option and may revoke or change a prior election. The
                    Beneficiary may make or change an election within 90 days of
                    the Second Death of the Insured, unless the Owner's election
                    was stated to be irrevocable.
 
                    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.
 
                        The fourth Settlement Option, provides that Lincoln Life
                        pays interest annually on the sum left with Lincoln Life
                        at a rate of at least 3% per year, and pays the amount
                        on deposit on the payee's death.
 
                    Any other Settlement Option offered by Lincoln Life at the
                    time of election may also be selected.
 
POLICY LIQUIDITY
 
                    The Policy provides only limited liquidity. Subject to
                    certain limitations, however, 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 contract for Policy Loans up to an
                    aggregate amount not to exceed 90% of the Surrender Value at
                    the time a Policy Loan is made. It is a condition to
                    securing a Policy Loan that the Owner execute a loan
                    agreement and that the Policy be assigned to Lincoln Life
                    free of any other assignments. Interest on Policy Loans
                    accrues at an annual rate of 8%, and loan interest is
                    payable to Lincoln Life (for its account) once a year in
                    arrears on each Policy Anniversary, or earlier upon full
                    surrender or other payment of proceeds of a Policy.
 
26
<PAGE>
                    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 from
                    the values in each Fixed and Variable Sub-Account, and
                    treated as an additional Policy Loan, and added to the Loan
                    Account Value.
 
                    During the first ten Policy Years, Lincoln Life's current
                    practice is to credit interest to the Loan Account Value 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, Lincoln Life's current practice is
                    to credit interest at an annual rate equal to the interest
                    rate charged on the loan, less 0% 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.
 
                    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 Second 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. Lincoln Life may at its discretion
                    decline any request for a Policy Loan.
 
                    If at any time the total indebtedness against the Policy,
                    including interest accrued but not due, equals or exceeds
                    the then current Accumulation Value less Surrender Charges,
                    the Policy will terminate without value subject to the
                    conditions in the Grace Period Provision, unless the No
                    Lapse Provision is in effect. (SEE LAPSE AND REINSTATEMENT,
                    LAPSE OF A POLICY)
 
                    If a Policy lapses while a loan is outstanding, adverse tax
                    consequences may result.
 
                    PARTIAL SURRENDER
 
                    A partial surrender may be made at any time before the
                    Second Death 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 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 $250,000, 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.
 
                                                                              27
<PAGE>
                    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
 
                    The Owner may surrender the Policy at any time. On surrender
                    of the Policy, Lincoln Life will pay to the Owner, or
                    assignee, the Surrender Value next computed after receipt of
                    the request in proper written form at the Administrative
                    Office. Payment of any amount from the Variable Account on a
                    full surrender will usually be made within seven calendar
                    days thereafter. All coverage under the Policy will
                    automatically terminate if the Owner makes a full surrender.
 
                    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 the Appendix.
 
                    DEFERRAL OF PAYMENT AND TRANSFERS
 
                    Payment of loans or of the Surrender Value from any Variable
                    Sub-Accounts will be made within 7 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 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 either Insured is living, the Owner may assign the
                    Owner's rights in the Policy, including the right to change
                    the beneficiary designation. The assignment must be in
                    proper written form, signed by the Owner 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 either Insured is living, the Owner 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,
 
28
<PAGE>
                    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
 
                    Except as provided by the No Lapse Provision, if at any time
                    the Net Accumulation Value is insufficient to pay the
                    Monthly Deduction, 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 are not paid to Lincoln Life on or before the day
                    that is the later of (a) 31 days after the date of mailing
                    of the notice, and (b) 61 days after the 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. If the Second Death occurs during the Grace
                    Period, Death Benefit Proceeds will be paid, but will be
                    reduced, in addition to any other reductions, by any unpaid
                    Monthly Deductions. If the Second Death occurs after the
                    Policy has lapsed, no Death Benefit Proceeds will be paid.
 
                    NO LAPSE PROVISION
 
                    The applicant may elect the NO LAPSE PROVISION at issue of
                    the Policy. If this provision is elected and 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, the Policy will
                    not lapse. A Grace Period will be allotted after each
                    Monthly Anniversary Day on which insufficient premiums have
                    been paid (see preceding paragraph).
 
                    The No Lapse Provision will be terminated if the Owner fails
                    to meet the premium requirements, if there is an increase in
                    Specified Amount or if the Owner changes the Death Benefit
                    Option. Once the No Lapse Provision is terminated, 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, the policy may be reinstated provided (a) the policy
                    has not been surrendered, (b) there is an application for
                    reinstatement in proper written form, (c) evidence of
                    insurability of both insureds 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.
 
                                                                              29
<PAGE>
                    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 the Monthly Deduction
                    due that day.
 
                    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
 
                    When ever this Prospectus refers to a communication "IN
                    PROPER WRITTEN FORM," it means a writing, 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.
 
OTHER POLICY PROVISIONS
 
                    ISSUANCE
 
                    A Policy may only be issued upon receipt of satisfactory
                    evidence of insurability, and generally only when both
                    Insureds are at least age 18 but are less than Age 80.
 
                    DATE OF COVERAGE
 
                    The date of coverage will be the Date of Issue, provided
                    both Insureds are alive and prior to any change in the
                    health and insurability of the Insureds as represented in
                    the application.
 
                    RIGHT TO EXCHANGE THE POLICY
 
                    The Owner may, within the first two Policy Years, exchange
                    the Policy for a permanent life insurance policy then being
                    offered by Lincoln Life. The benefits for the new policy
                    will not vary with the investment experience of the Variable
                    Account. The exchange must be elected within 24 months from
                    the Date of Issue. No evidence of insurability will be
                    required.
 
                    The Owner, the Insured and the Beneficiary under the new
                    policy will be the same as those under the exchanged Policy
                    on the 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 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, the
                    Owner will be required to make additional Premium Payments
                    in order to
 
30
<PAGE>
                    effect the exchange. The new Policy will have a Date of
                    Issue and issue Ages as of the date of exchange. 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 the Owner, Lincoln Life will pay the
                    excess to the Owner in cash. The exchange may be subject to
                    federal income tax withholding.
 
                    If at any time while both Insureds are alive, a change in
                    the Internal Revenue Code would result in a less favorable
                    tax treatment of the Insurance provided under the policy or
                    if the Insureds are legally divorced while the policy is in
                    force, the Owner may exchange the policy for separate single
                    life policies on each of the Insureds subject to the
                    following conditions: (a) evidence of insurability
                    satisfactory to Lincoln Life is furnished, (b) the amount of
                    insurance of each new Policy is not larger than one half of
                    the amount of insurance then in force under the policy, (c)
                    the premium for each new policy is determined according to
                    Lincoln Life's rates then in effect for that policy based on
                    each Insured's then attained age and sex, and (d) any other
                    requirements as determined by Lincoln Life are met. The new
                    policy will not take effect until the date all such
                    requirements are met.
 
                    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 for two years from the Date of
                    Issue so long as both Insureds were alive during those two
                    years. 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 so long as both Insureds were alive during
                    those two years.
 
                    MISSTATEMENT OF AGE OR GENDER
 
                    If the Age or gender of either of the Insureds 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 Second
                       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 Second
                       Death.
 
                    SUICIDE
 
                    If the Second Death is by suicide, while sane or insane,
                    within two years from the Date of Issue, Lincoln Life will
                    upon the Second Death pay no more than the sum of the
                    premiums paid, less any indebtedness and the amount of any
                    partial surrenders. If the Second Death is 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 upon the Second Death pay no more
                    than a refund of the monthly charges for the cost of such
                    additional benefit.
 
                                                                              31
<PAGE>
                    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.
 
TAX ISSUES
 
                    Section 7702 of the Code provides that if certain tests are
                    met, a Policy will be treated as a life insurance policy for
                    federal tax purposes. Lincoln Life will monitor compliance
                    with these tests. The Policy should thus receive the same
                    federal income tax treatment as fixed benefit life
                    insurance.
 
                    TAX TREATMENT OF DEATH BENEFIT
 
                    The death proceeds payable under a Policy are excludable
                    from gross income of the Beneficiary under Section 101 of
                    the Code.
 
                    FEDERAL INCOME TAX CONSIDERATIONS
 
                    Section 7702A of the Code defines modified endowment
                    contracts as those policies issued or materially changed on
                    or after June 21, 1988 on which the total premiums paid
                    during the first seven years exceed the amount that would
                    have been paid if the policy provided for paid up benefits
                    after seven level annual premiums. The Code provides for
                    taxation of surrenders, partial surrenders, loans,
                    collateral assignments and other pre-death distributions
                    from modified endowment contracts in the same way annuities
                    are taxed. Modified endowment contract distributions are
                    defined by the Code as amounts not received as an annuity
                    and are taxable to the extent the cash value of the policy
                    exceeds, at the time of distribution, the premiums paid into
                    the policy. A 10% tax penalty generally applies to the
                    taxable portion of such distributions unless the Owner is
                    over 59 1/2 years of Age or disabled.
 
                    The Policies offered by this Prospectus may or may not be
                    issued as modified endowment contracts. Lincoln Life will
                    monitor premiums paid and will notify the Owner when the
                    Policy is in jeopardy of becoming a modified endowment
                    contract. If a Policy is not a modified endowment contract,
                    a cash distribution during the first 15 years after a Policy
                    is issued which causes a reduction in death benefits may
                    still become fully or partially taxable to the Owner
                    pursuant to Section 7702(f)(7) of the Code. The Owner should
                    carefully consider this potential effect and seek further
                    information before initiating any changes in the terms of
                    the Policy. Under certain conditions, a Policy may become a
                    modified endowment contract as a result of a material change
                    or a reduction in benefits as defined by Section 7702A(c) of
                    the Code. Lincoln Life will monitor compliance with these
                    tests.
 
                    In addition to meeting the tests required under Section 7702
                    and Section 7702A, Section 817(h) of the Code requires that
                    the investments of separate accounts such as the Variable
                    Account be adequately diversified. Regulations issued by the
                    Secretary of the Treasury set the standards for measuring
                    the adequacy of this diversification. A variable life
                    insurance policy that is not adequately diversified under
                    these regulations would not be treated as life insurance
                    under Section 7702 of the Code. To be adequately
                    diversified, each Variable Sub-Account must meet certain
                    tests. Lincoln Life believes the Variable Account
                    investments meet the applicable diversification standards.
 
                    Should the Secretary of the Treasury issue additional rules
                    or regulations limiting the number of funds, transfers
                    between funds, exchanges of funds or changes in investment
 
32
<PAGE>
                    objectives of funds such that the Policy would no longer
                    qualify as life insurance under Section 7702 of the Code,
                    Lincoln Life reserves the right to steps required to remain
                    in compliance.
 
                    Lincoln Life will monitor compliance with these regulations
                    and, to the extent necessary, will change the objectives or
                    assets of the Variable Sub-Account investments to remain in
                    compliance. Lincoln Life also reserves the right to make
                    changes in this Policy or to make distributions from the
                    Policy to the extent it deems necessary, in its sole
                    discretion, to continue to qualify this Policy as life
                    insurance.
 
                    A total surrender or termination of the Policy by lapse may
                    have adverse tax consequences. If the amount received by the
                    Owner plus total Policy indebtedness exceeds the premiums
                    paid into the Policy, the excess will generally be treated
                    as taxable income, whether or not the Policy is a modified
                    endowment contract.
 
                    Federal estate and state and local estate, inheritance and
                    other tax consequences of ownership or receipt of Policy
                    proceeds depend on the circumstances of each Owner or
                    Beneficiary.
 
                    TAXATION OF LINCOLN LIFE
 
                    Lincoln Life is taxed as a life insurance company under the
                    Code. Since the Variable Account is not a separate entity
                    from Lincoln Life and its operations form a part of Lincoln
                    Life, it will not be taxed separately as a "regulated
                    investment company" under Sub-chapter M of the Code.
                    Investment income and realized capital gains on the assets
                    of the Separate Account are reinvested and taken into
                    account in determining the value of Variable Accumulation
                    Units.
 
                    Lincoln Life does not initially expect to incur any Federal
                    income tax liability that would be chargeable to the
                    Variable Account. Based upon these expectations, no charge
                    is currently being made against the Variable Account for
                    federal income taxes. If, however, Lincoln Life determines
                    that on a separate company basis such taxes may be incurred,
                    it reserves the right to assess a charge for such taxes
                    against the Variable Account.
 
                    Lincoln Life may also incur state and local taxes in
                    addition to premium taxes in several states. At present,
                    these taxes are not significant. If they increase, however,
                    additional charges for such taxes may be made.
 
                    OTHER CONSIDERATIONS
 
                    The foregoing discussion is general and is not intended as
                    tax advice. Counsel and other competent advisers should be
                    consulted for more complete information. This discussion is
                    based on Lincoln Life's understanding of Federal income tax
                    laws as they are currently interpreted by the Internal
                    Revenue Service. No representation is made as to the
                    likelihood of continuation of these current laws and
                    interpretations.
 
FAIR VALUE OF THE POLICY
 
                    It is sometime 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 Insureds grow older. Moreover,
                    on the death of the first of the Insureds to die, it tends
                    to increase
 
                                                                              33
<PAGE>
                    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.
 
DIRECTORS AND OFFICERS OF LINCOLN LIFE
 
                    The following persons are Directors and Officers of Lincoln
                    Life. 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 five years except as
                    indicated below.
 
<TABLE>
<CAPTION>
NAME, ADDRESS AND POSITION(S)
WITH REGISTRANT                           PRINCIPAL OCCUPATIONS LAST FIVE YEARS
- ---------------------------------  ---------------------------------------------------
<S>                                <C>
Nancy J. Alford                    Vice President [4/96-present], (formerly Second
  VICE PRESIDENT                     Vice President [1/90-4/96]), Lincoln National
                                     Life Insurance Co.
 
Roland C. Baker                    President [1/95-present], First Penn-Pacific Life
  VICE PRESIDENT AND DIRECTOR        Insurance Co. Formerly: Chairman and CFO
  1801 S. Meyers Road                [7/88-1/95], Baker, Ralish, Shipley and Politzer,
  Oakbrook Terrace, Ill. 60181       Inc.
 
Jon A. Boscia                      President and Chief Executive Officer
  PRESIDENT, DIRECTOR AND            [10/96-present] (formerly Chief Operating Officer
  CHIEF EXECUTIVE OFFICER            [5/94-10/96]), Lincoln National Life Insurance
                                     Co. Formerly: President [7/91-5/94] Lincoln
                                     Investment Management Inc.
 
C. Lawrence Edris                  Vice President [3/94-Present] (formerly Senior Vice
  VICE PRESIDENT                     President [11/87-3/94]), Lincoln National Life
                                     Insurance Co.
 
Melanie T. Hall                    Vice President [1/96-Present] (formerly Second Vice
  VICE PRESIDENT                     President [6/95-1/96]), Lincoln National Life
                                     Insurance Co. Formerly: Assistant Vice President
                                     [1/95-6/95], LNC Equity Sales Corporation,
                                     Assistant Vice President [12/93-1/95], Lincoln
                                     Investment Management, Inc.; Assistant Vice
                                     President [12/92-12/93], Lincoln National Life
                                     Insurance Co.
 
J. Michael Hemp                    President [11/96-Present], Lincoln Financial
  VICE PRESIDENT                     Advisors Corp.; Vice President [10/95-Present],
                                     Lincoln National Life Insurance Co. Formerly:
                                     Regional Chief Executive Officer [11/79-10/95],
                                     Lincoln Dallas RMO.
 
Jack D. Hunter                     Executive Vice President [5/86-Present] and General
  EXECUTIVE VICE PRESIDENT,          Counsel [3/75-Present], Lincoln National
  GENERAL COUNSEL AND DIRECTOR       Corporation and Executive Vice President
  200 East Berry Street              [8/86-Present] and General Counsel
  Fort Wayne, Ind. 46802             [3/75-Present], The Lincoln National Life
                                     Insurance Company
 
Stephen H. Lewis                   Senior Vice President, [5/94-present] Lincoln
  VICE PRESIDENT                     National Life Insurance Co. Formerly: President
                                     [2/85-5/94], First Penn-Pacific Life Insurance
                                     Co.
 
H. Thomas McMeekin                 Chairman [5/94-present], Lincoln Investment
  DIRECTOR                           Management, Inc. (formerly Executive Vice
  200 East Berry Street              President [2/92-11/92], Senior Vice President
  Fort Wayne, Ind. 46802             [11/87-2/92]; Executive Vice President
                                     [5/94-Present], Lincoln National Corporation
                                     (formerly Senior Vice President [11/92-5/94])
 
Ian M. Rolland                     President [1/92-present], Chief Executive Officer
  DIRECTOR                           [5/77-present] and President [12/75-1/92],
  200 East Berry Street              Lincoln National Corp. Formerly: Chairman
  Fort Wayne, Ind. 46802             [1/92-5/94], Chief Executive Officer [7/77-5/94]
                                     and President [3/83-1/93], Lincoln National Life
                                     Insurance Co.
 
Arthur S. Ross                     Vice President [8/91-present], Lincoln National
  VICE PRESIDENT                     Life Insurance Co.
</TABLE>
 
34
<PAGE>
<TABLE>
<CAPTION>
NAME, ADDRESS AND POSITION(S)
WITH REGISTRANT                           PRINCIPAL OCCUPATIONS LAST FIVE YEARS
- ---------------------------------  ---------------------------------------------------
Lawrence T. Rowland                Executive Vice President [10/96-present] (formerly
  EXECUTIVE VICE PRESIDENT AND       Senior Vice President [1/93-10/96], Vice
  DIRECTOR                           President [10/91-1/93]), Lincoln National Life
  One Reinsurance Place              Insurance Co.
  1700 Magnavox Way
  Fort Wayne, Ind. 46804
<S>                                <C>
 
Keith J. Ryan                      Vice President, Chief Financial Officer and
  VICE PRESIDENT, CHIEF FINANCIAL    Assistant Treasurer [1/96-present]. Formerly:
  OFFICER AND ASSISTANT TREASURER    Controller [6/95-12/95], Business Controls
                                     Director [11/90-6/95], Lincoln National Life
                                     Insurance Co.
 
Richard C. Vaughan                 Executive Vice President and Chief Financial
  DIRECTOR                           Officer [1/95-present] (formerly Senior Vice
  200 East Berry Street              President [4/92-1/95]), Lincoln National Corp.
  Fort Wayne, Ind. 46802
 
Michael R. Walker                  Vice President [1/96-present], Lincoln National
  VICE PRESIDENT                     Life Insurance Co. Formerly: Vice President
                                     [3/96-1/96], Employers Health Insurance Co.; Vice
                                     President [7/85-3/93], Baker Hughes, Inc.
 
Roy V. Washington                  Vice President [7/96-present], Lincoln National
  VICE PRESIDENT                     Life Insurance Co. (formerly, Associate Counsel
                                     [2/95-7/96]). Formerly: Director of Compliance
                                     [8/94-2/95], Lincoln Investment Management, Inc.;
                                     Compliance Consultant [8/89-8/94], Lincoln
                                     National Corp.
 
Michael L. Wright                  Senior Vice President [3/95-present], Lincoln
  SENIOR VICE PRESIDENT              National Life Insurance Co. Formerly: Executive
                                     Vice President and Chief Operating Officer
                                     [11/88-3/95], The Associate Group.
</TABLE>
 
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"). The principal business address of Lincoln
                    Life is 1300 South Clinton Street, Fort Wayne, IN 46802.
 
                    The Policy will be sold by individuals, who in addition to
                    being licensed as life insurance agents for Lincoln Life,
                    are also registered representatives. These representatives
                    ordinarily receive commission and services fee up to 112.5%
                    of the first year premium, plus up to 5.625% of all other
                    premiums paid, plus 0.20% of Accumulation Value in the
                    second policy year and each year thereafter. The local
                    agency receives additional compensation on the first year
                    premium and all additional premiums, plus a small percentage
                    of accumulated policy values. 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 sales charges made under
                    this Policy.
 
CHANGES OF INVESTMENT POLICY
 
                    Lincoln Life may materially change the investment policy of
                    the Variable 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
 
                                                                              35
<PAGE>
                    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.
 
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 Variable 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
 
36
<PAGE>
                    comparisons of currently taxable and tax deferred investment
                    programs, based on selected tax brackets, or discussions of
                    alternative investment vehicles and general economic
                    conditions.
 
LEGAL PROCEEDINGS
 
                    [TO BE FILED BY AMENDMENT]
 
EXPERTS
 
                    [TO BE FILED BY AMENDMENT]
 
REGISTRATION STATEMENT
 
                    A Registration Statement has been filed with the Securities
                    and Exchange Commission under the Securities Act of 1933, as
                    amended, with respect to the Policies offered hereby. This
                    Prospectus does not contain all the information set forth in
                    the Registration Statement and amendments thereto and
                    exhibits filed as a part thereof, to all of which reference
                    is hereby made for further information concerning the
                    Variable 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.
 
FINANCIAL STATEMENTS
 
                    [TO BE FILED BY AMENDMENT.]
 
                                                                              37
<PAGE>
APPENDIX 1
 
                    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, and that the
                    No-Lapse Provision is not selected.
 
                    The amounts shown for the Accumulation Value, Surrender
                    Value and Death Benefit Proceeds as of each Policy
                    Anniversary reflect the fact that the net investment return
                    on the assets held in the Sub-Accounts is lower than the
                    gross return. This is due to the daily charges 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 Variable Account. The
                    mortality and expense risk charge is guaranteed never to
                    exceed an annual effective rate of 0.90%. In addition, the
                    net investment returns 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 Variable Account.
 
                    Considering current charges for mortality and expense risks
                    and the assumed Fund expenses, gross annual rates of return
                    of 0%, 6%, and 12% correspond to net investment experience
                    at constant annual rates of -1.60%, 4.40% and 10.40%.
 
                    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 -1.70%, 4.30% and 10.30%.
 
                    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 8.0% 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.
 
38
<PAGE>
                    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 $12.50 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. The
                    charge also includes $0.09 per $1,000 of Specified Amount
                    during the first twenty Policy Years.
 
                    Upon request, the Company will furnish a comparable
                    illustration based on the proposed insureds' ages, gender
                    classification, smoking classification, risk classification
                    and premium payment requested.
 
                                                                              39
<PAGE>
                                  MALE AGE 55/FEMALE AGE 55 NONSMOKER
                                  STANDARD -- $13,667 ANNUAL PREMIUM
                                  FACE AMOUNT $1,000,000
                                  DEATH BENEFIT OPTION 1
 
                                  GUARANTEED BASIS
<TABLE>
<CAPTION>
                                                                                                            SURRENDER VALUE
                                   DEATH BENEFIT PROCEEDS              TOTAL ACCUMULATION VALUE         ANNUAL INVESTMENT RETURN
                PREMIUMS         ANNUAL INVESTMENT RETURN OF          ANNUAL INVESTMENT RETURN OF                  OF
  END OF     ACCUMULATED AT   GROSS 0%   GROSS 6%    GROSS 12%    GROSS 0%     GROSS 6%     GROSS 12%    GROSS 0%     GROSS 6%
  POLICY       5% INTEREST       NET        NET         NET          NET          NET          NET          NET          NET
   YEAR         PER YEAR       -1.70%      4.30%      10.30%       -1.70%        4.30%       10.30%       -1.70%        4.30%
- -----------  ---------------  ---------  ---------  -----------  -----------  -----------  -----------  -----------  -----------
<S>          <C>              <C>        <C>        <C>          <C>          <C>          <C>          <C>          <C>
 
         1         14,350     1,000,000  1,000,000   1,000,000       10,959       11,634       12,308            0            0
         2         29,418     1,000,000  1,000,000   1,000,000       21,717       23,756       25,876        8,450       10,490
         3         45,239     1,000,000  1,000,000   1,000,000       32,099       36,202       40,640       19,346       23,449
         4         61,852     1,000,000  1,000,000   1,000,000       42,084       48,957       56,694       29,877       36,751
         5         79,295     1,000,000  1,000,000   1,000,000       51,645       62,004       74,141       39,917       50,276
 
         6         97,610     1,000,000  1,000,000   1,000,000       60,748       75,314       93,090       49,636       64,202
         7        116,841     1,000,000  1,000,000   1,000,000       69,349       88,851      113,651       59,472       78,973
         8        137,033     1,000,000  1,000,000   1,000,000       77,386      102,557      135,932       68,743       93,915
         9        158,235     1,000,000  1,000,000   1,000,000       84,774      116,355      160,039       77,366      108,947
        10        180,497     1,000,000  1,000,000   1,000,000       91,419      130,152      186,087       85,246      123,979
 
        15        309,660     1,000,000  1,000,000   1,000,000      109,821      195,535      351,157      109,821      195,535
        20        474,508     1,000,000  1,000,000   1,000,000       86,688      238,858      598,680       86,688      238,858
        25        684,901        --      1,000,000   1,065,555       --          212,008    1,014,814       --          212,008
        30        953,421        --         --       1,796,688       --           --        1,711,131       --           --
 
<CAPTION>
 
  END OF      GROSS 12%
  POLICY         NET
   YEAR        10.30%
- -----------  -----------
<S>          <C>
         1            0
         2       12,610
         3       27,887
         4       44,488
         5       62,414
         6       81,978
         7      103,773
         8      127,289
         9      152,631
        10      179,913
        15      351,157
        20      598,680
        25    1,014,814
        30    1,711,131
</TABLE>
 
All 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 "Net" percentages 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 21-22 of this Prospectus.
 
40
<PAGE>
                                  MALE AGE 55/FEMALE AGE 55 NONSMOKER
                                  STANDARD -- $13,667 ANNUAL PREMIUM
                                  FACE AMOUNT $1,000,000
                                  DEATH BENEFIT OPTION 1
 
                                  CURRENT BASIS
<TABLE>
<CAPTION>
                                                                                                            SURRENDER VALUE
                                   DEATH BENEFIT PROCEEDS              TOTAL ACCUMULATION VALUE         ANNUAL INVESTMENT RETURN
                PREMIUMS         ANNUAL INVESTMENT RETURN OF          ANNUAL INVESTMENT RETURN OF                  OF
  END OF     ACCUMULATED AT   GROSS 0%   GROSS 6%    GROSS 12%    GROSS 0%     GROSS 6%     GROSS 12%    GROSS 0%     GROSS 6%
  POLICY       5% INTEREST       NET        NET         NET          NET          NET          NET          NET          NET
   YEAR         PER YEAR       -1.60%      4.40%      10.40%       -1.60%        4.40%       10.40%       -1.60%        4.40%
- -----------  ---------------  ---------  ---------  -----------  -----------  -----------  -----------  -----------  -----------
<S>          <C>              <C>        <C>        <C>          <C>          <C>          <C>          <C>          <C>
 
         1         14,350     1,000,000  1,000,000   1,000,000       11,092       11,770       12,449            0            0
         2         29,418     1,000,000  1,000,000   1,000,000       22,131       24,191       26,333        8,865       10,925
         3         45,239     1,000,000  1,000,000   1,000,000       32,967       37,131       41,633       20,213       24,378
         4         61,852     1,000,000  1,000,000   1,000,000       43,599       50,610       58,494       31,393       38,404
         5         79,295     1,000,000  1,000,000   1,000,000       54,028       64,648       77,073       42,300       52,920
 
         6         97,610     1,000,000  1,000,000   1,000,000       64,251       79,265       97,547       53,139       68,153
         7        116,841     1,000,000  1,000,000   1,000,000       74,268       94,483      120,108       64,391       84,606
         8        137,033     1,000,000  1,000,000   1,000,000       84,078      110,324      144,972       75,435      101,681
         9        158,235     1,000,000  1,000,000   1,000,000       93,677      126,811      172,374       86,269      119,403
        10        180,497     1,000,000  1,000,000   1,000,000      103,062      143,966      202,575       96,889      137,793
 
        15        309,660     1,000,000  1,000,000   1,000,000      145,521      239,550      405,875      145,521      239,550
        20        474,508     1,000,000  1,000,000   1,000,000      173,986      348,366      733,813      173,986      348,366
        25        684,901     1,000,000  1,000,000   1,346,520      178,751      469,956    1,282,400      178,751      469,956
        30        953,421     1,000,000  1,000,000   2,283,838      119,155      588,794    2,175,083      119,155      588,794
 
<CAPTION>
 
  END OF      GROSS 12%
  POLICY         NET
   YEAR        10.40%
- -----------  -----------
<S>          <C>
         1            0
         2       13,067
         3       28,880
         4       46,287
         5       65,346
         6       86,435
         7      110,231
         8      136,329
         9      164,966
        10      196,402
        15      405,875
        20      733,813
        25    1,282,400
        30    2,175,083
</TABLE>
 
All 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 "Net" percentages 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 21-22 of this Prospectus.
 
                                                                              41
<PAGE>
                                  MALE AGE 65/FEMALE AGE 65 NONSMOKER
                                  STANDARD -- $21,578 ANNUAL PREMIUM
                                  FACE AMOUNT $1,000,000
                                  DEATH BENEFIT OPTION 1
                                  GUARANTEED BASIS
 
<TABLE>
<CAPTION>
              PREMIUMS        DEATH BENEFIT PROCEEDS            TOTAL ACCUMULATION VALUE                  SURRENDER VALUE
             ACCUMULATED    ANNUAL INVESTMENT RETURN OF        ANNUAL INVESTMENT RETURN OF          ANNUAL INVESTMENT RETURN OF
                 AT       GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%     GROSS 6%    GROSS 12%   GROSS 0%     GROSS 6%    GROSS 12%
  END OF     5% INTEREST     NET        NET        NET         NET          NET         NET         NET          NET         NET
POLICY YEAR   PER YEAR     -1.70%      4.30%     10.30%      -1.70%        4.30%      10.30%      -1.70%        4.30%      10.30%
- -----------  -----------  ---------  ---------  ---------  -----------  -----------  ---------  -----------  -----------  ---------
<S>          <C>          <C>        <C>        <C>        <C>          <C>          <C>        <C>          <C>          <C>
 
         1       22,657   1,000,000  1,000,000  1,000,000      17,827       18,929      20,031           0            0           0
         2       46,447   1,000,000  1,000,000  1,000,000      34,691       37,997      41,436      10,631       13,937      17,376
         3       71,426   1,000,000  1,000,000  1,000,000      50,324       56,918      64,058      27,333       33,927      41,068
         4       97,654   1,000,000  1,000,000  1,000,000      64,612       75,557      87,904      42,659       53,605      65,951
         5      125,194   1,000,000  1,000,000  1,000,000      77,424       93,762     112,975      56,541       72,878      92,092
 
         6      154,110   1,000,000  1,000,000  1,000,000      88,590      111,336     139,252      68,745       91,491     119,406
         7      184,473   1,000,000  1,000,000  1,000,000      97,878      128,022     166,673      80,238      110,381     149,033
         8      216,353   1,000,000  1,000,000  1,000,000     104,964      143,466     195,118      89,528      128,030     179,683
         9      249,828   1,000,000  1,000,000  1,000,000     109,424      157,215     224,406      96,194      143,984     211,175
        10      284,976   1,000,000  1,000,000  1,000,000     110,761      168,737     254,333      99,736      157,712     243,308
 
        15      488,903   1,000,000  1,000,000  1,000,000      49,159      169,945     408,894      49,159      169,945     408,894
        20      749,172      --         --      1,000,000      --           --         567,303      --           --         567,303
        25    1,081,348      --         --      1,000,000      --           --         766,413      --           --         766,413
        30    1,505,298      --         --      1,282,217      --           --       1,269,522      --           --       1,269,522
</TABLE>
 
All 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 "Net" percentages 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 21-22 of this Prospectus.
 
42
<PAGE>
                                  MALE AGE 65/FEMALE AGE 65 NONSMOKER
                                  STANDARD -- $21,578 ANNUAL PREMIUM
                                  FACE AMOUNT $1,000,000
                                  DEATH BENEFIT OPTION 1
                                  CURRENT BASIS
 
<TABLE>
<CAPTION>
              PREMIUMS        DEATH BENEFIT PROCEEDS            TOTAL ACCUMULATION VALUE                  SURRENDER VALUE
             ACCUMULATED    ANNUAL INVESTMENT RETURN OF        ANNUAL INVESTMENT RETURN OF          ANNUAL INVESTMENT RETURN OF
                 AT       GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%     GROSS 6%    GROSS 12%   GROSS 0%     GROSS 6%    GROSS 12%
  END OF     5% INTEREST     NET        NET        NET         NET          NET         NET         NET          NET         NET
POLICY YEAR   PER YEAR     -1.60%      4.40%     10.40%      -1.60%        4.40%      10.40%      -1.60%        4.40%      10.40%
- -----------  -----------  ---------  ---------  ---------  -----------  -----------  ---------  -----------  -----------  ---------
<S>          <C>          <C>        <C>        <C>        <C>          <C>          <C>        <C>          <C>          <C>
 
         1       22,657   1,000,000  1,000,000  1,000,000      18,193       19,306      20,419           0            0           0
         2       46,447   1,000,000  1,000,000  1,000,000      36,090       39,461      42,966      12,030       15,401      18,906
         3       71,426   1,000,000  1,000,000  1,000,000      53,560       60,359      67,712      30,570       37,369      44,721
         4       97,654   1,000,000  1,000,000  1,000,000      70,587       82,011      94,863      48,634       60,059      72,911
         5      125,194   1,000,000  1,000,000  1,000,000      87,163      104,438     124,662      66,279       83,554     103,779
 
         6      154,110   1,000,000  1,000,000  1,000,000     103,278      127,659     157,376      83,432      107,814     137,530
         7      184,473   1,000,000  1,000,000  1,000,000     118,923      151,698     193,302     101,282      134,058     175,662
         8      216,353   1,000,000  1,000,000  1,000,000     134,086      176,580     232,775     118,651      161,144     217,340
         9      249,828   1,000,000  1,000,000  1,000,000     148,757      202,330     276,169     135,526      189,100     262,939
        10      284,976   1,000,000  1,000,000  1,000,000     162,921      228,978     323,903     151,895      217,952     312,878
 
        15      488,903   1,000,000  1,000,000  1,000,000     218,882      370,816     642,037     218,882      370,816     642,037
        20      749,172   1,000,000  1,000,000  1,220,900     213,787      504,611   1,162,762     213,787      504,611   1,162,762
        25    1,081,348   1,000,000  1,000,000  2,121,351     112,229      634,702   2,020,334     112,229      634,702   2,020,334
        30    1,505,298      --      1,000,000  3,448,166      --          771,777   3,414,026      --          771,777   3,414,026
</TABLE>
 
All 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 "Net" percentages 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 21-22 of this Prospectus.
 
                                                                              43
<PAGE>
                        FEES AND CHARGES REPRESENTATION
 
    Lincoln Life represents that the fees and charges deducted under the
Contracts, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed by Lincoln
Life.
 
                          UNDERTAKING TO FILE REPORTS
 
    Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
 
                                INDEMNIFICATION
 
        (a) Brief description of indemnification provisions.
 
           In general, Article VII of the By-Laws of The Lincoln National Life
           Insurance Company (LNL) provides that LNL will indemnify certain
           persons against expenses, judgments and certain other specified costs
           incurred by any such person if he/she is made a party or is
           threatened to be made a party to a suit or proceeding because he/she
           was a director, officer, or employee of LNL, as long as he/she acted
           in good faith and in a manner he/she reasonably believed to be in the
           best interests of, or not opposed to the best interests of, LNL.
           Certain additional conditions apply to indemnification in criminal
           proceedings.
 
           In particular, separate conditions govern indemnification of
           directors, officers, and employees of LNL in connection with suits
           by, or in the right of, LNL.
 
           Please refer to Article VII of the By-Laws of LNL (Exhibit No. 6(b)
           hereto) for the full text of the indemnification provisions.
           Indemnification is permitted by, and is subject to the requirements
           of, Indiana law.
 
        (b) Undertaking pursuant to Rule 484 of Regulation C under the
           Securities Act of 1933.
 
           Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the provisions
           described in Item 28(a) above or otherwise, the Registrant has been
           advised that in the opinion of the Securities and Exchange Commission
           such indemnification is against public policy as expressed in the Act
           and is, therefore, unenforceable. In the event that a claim for
           indemnification against such liabilities (other than the payment by
           the Registrant of expenses incurred or paid by a director, officer,
           or controlling person of the Registrant in the successful defense of
           any such action, suit or proceeding) is asserted by such director,
           officer or controlling person in connection with the securities being
           registered, the Registrant will, unless in the opinion of its counsel
           the matter has been settled by controlling precedent, submit to a
           court of appropriate jurisdiction the question whether such
           indemnification by it is against public policy as expressed in the
           Act and will be governed by the final adjudication of such issue.
 
                       CONTENTS OF REGISTRATION STATEMENT
 
    This registration statement comprises the following papers and document:
 
       The facing sheet;
       A cross-reference sheet (reconciliation and tie);
       The prospectus, consisting of __ pages;
       The undertaking to file reports;
       The fees and charges representation;
       Statements regarding indemnification;
       The signatures.

<PAGE>
                                   SIGNATURES
 
    As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has duly caused this Registration Statement on Form S-6 to
be signed on its behalf, in the City of Fort Wayne and State of Indiana on the
  th day of December, 1997.
 
                                          LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE
                                          LIFE
                                          ACCOUNT R (Registrant)
 
                                          By:  _________________________________
                                                       Stephen H. Lewis
                                               (SIGNATURE-OFFICER OF DEPOSITOR)
                                                  SENIOR VICE PRESIDENT, LNL
                                                           (TITLE)
 
                                          By:      THE LINCOLN NATIONAL LIFE
                                                      INSURANCE COMPANY
                                                         (DEPOSITOR)
 
                                          By:  _________________________________
                                                        Jon A. Boscia
                                                          PRESIDENT
                                                           (TITLE)
 
    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
                   SIGNATURES                                       TITLE                            DATE
- ------------------------------------------------  -----------------------------------------  --------------------
<C>                                               <S>                                        <C>
     --------------------------------------       President, Chief Executive Officer &         December  , 1997
                 Jon A. Boscia                     Director (Principal Executive Officer)
 
     --------------------------------------       Executive Vice President, General Counsel    December  , 1997
                 Jack D. Hunter                    and Director
 
     --------------------------------------       Executive Vice President and Director        December  , 1997
              Lawrence T. Rowland
 
                                                  Vice President, Chief Financial Officer
     --------------------------------------        and Assistant Treasurer (Principal          December  , 1997
                 Keith J. Ryan                     Accounting Officer and Principal
                                                   Financial Officer)
 
     --------------------------------------       Director                                     December  , 1997
                 Ian M. Rolland
 
     --------------------------------------       Director                                     December  , 1997
               H. Thomas McMeekin
 
     --------------------------------------       Director                                     December  , 1997
               Richard C. Vaughan
</TABLE>


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