LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT S, 485APOS, 2000-02-15

LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT S
485APOS, 2000-02-15

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As filed with the Securities and Exchange Commission on February 15, 2000
1933 Act Registration No. 333-72875

================================================================================
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO

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

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Lincoln Life Flexible Premium Variable Life Account S
(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

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<TABLE>
<S> <C>
Elizabeth Frederick, Esquire Copy to:
The Lincoln National Life Insurance Company Jeremy Sachs, Esquire
1300 S. Clinton Street The Lincoln National
P.O. Box 1110 Life Insurance Company
Fort Wayne, Indiana 46802 350 Church Street
(Name and Address of Agent for Service) Hartford, CT 06103-1106
</TABLE>

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Approximate date of proposed public offering: Continuous

Indefinite Number of Units of interest in Variable Life Insurance Contracts
(Title of Securities Being Registered)

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

An indefinite amount of the securities being offered by the Registration
Statement has been registered pursuant to Rule 24F-2 under the Investment
Company Act of 1940. The first Form 24F-2 for the Registrant is not yet due.

It is proposed that this filing will become effective:

[X] May 1, 2000, pursuant to Rule 485(a)

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================================================================================
<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 Lincoln Life, the Separate Account and the General Account

6(a) Lincoln Life, the Separate Account and the General Account

6(b) *

9 Legal Matters

10(a)-(c) Right to Examine the Policy; Surrenders; Accumulation Unit Value; Reports to
Policyowners

10(d) Policy Loans; Partial Surrenders; Allocation of Premiums

10(e) Reinstatement of a Lapsed Policy

10(f) Right to Instruct Voting of Fund Shares

10(g)-(h) *

10(i) Premium Payments; Allocations and Transfers; Death Benefit; Policy Values; Settlement Options

11 Separate Account--Funds

12 Separate Account--Funds

13 Charges and Fees

14 Policy Rights

15 Premium Payments; Allocations and Transfers

16 Separate Account--Funds

17 Partial Surrenders

19 Reports to Policyowners

20 *

21 Policy Loans

22 *

23 The Company

24 Age; Incontestability; Suicide;

25 The Company

26 Fund Participation Agreements

27 The Variable Account

28 Directors and Officers of Lincoln Life

29 The Company

30 *

31 *

32 *
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Item of Form N-8B-2 Location in Prospectus
- ------------------- ----------------------
<S> <C>
33 *

34 *

35 *

37 *

38 Distribution of Policies

39 Distribution of Policies

40 *

41(a) Distribution of Policies

42 *

43 *

44 Separate Account--The Funds; Premium Payments

45 *

46 Partial Surrenders

47 The Variable Account; Partial Surrenders, Allocations and Transfers

48 *

49 *

50 The Variable Account

51 Highlights; Premium Payments;

52 Lincoln Life, the Separate Account and the General Account

53 Tax Matters

54 *

55 *
</TABLE>

- -------------------
* Not Applicable
<PAGE>

The Prospectus included in Pre-Effective Amendment No. 1 to this Registration
Statement on Form S-6, File #333-72875, as supplemented by Post-Effective
Amendment No. 1 thereto, is incorporated herein by this reference.
<PAGE>

The Lincoln National Life Insurance Company Lincoln Life Flexible Premium
Variable Life Account S

Home Office Location: Administrative Office:
1300 South Clinton Street Lincoln Corporate Specialty Markets
P.O. Box 1110 350 Church Street--MSM 1
Fort Wayne, Indiana 46802 Hartford, CT 06103-1106
(800) 942-5500 (860) 466-1561
- --------------------------------------------------------------------------------
This Prospectus describes a flexible premium variable universal life insurance
contract (the "Policy") offered by The Lincoln National Life Insurance Company.
The Policies are available for purchase by corporations or other groups where
the individuals share a common employer or affiliation with the group or
sponsoring organization.

The Policy features:
o flexible Premium Payments
o a choice of life insurance qualification method
o a choice of one of three death benefit options
o a choice of underlying investment options

It may not be advantageous to replace existing insurance or supplement an
existing flexible premium variable universal life insurance contract with this
Policy.

This Prospectus is intended to describe the variable options used to fund this
Policy through the Separate Account. The variable funding options
(collectively, the "Funds") currently available through the Separate Account
are:

American Century Variable Products Group, Inc.
o American Century VP Income & Growth Fund
o American Century VP International Fund

Baron Capital Funds Trust
o Baron Capital Asset Fund

BT Insurance Funds Trust
o BT EAFE[RegTM] Equity Index Fund
o BT Equity 500 Index Fund
o BT Small Cap Index Fund

Delaware Group Premium Fund, Inc.
o Delaware Group Delchester Series
o Delaware Group Devon Series
o Delaware Group International Series
o Delaware Group REIT Series
o Delaware Group Small Cap Value Series

Fidelity Variable Insurance Products Fund
o Fidelity VIP Growth Portfolio-Service Class

Fidelity Variable Insurance Products Fund II
o Fidelity VIP II Asset Manager Portfolio-Service Class
o Fidelity VIP II Contrafund Portfolio-Service Class

Janus Aspen Series
o Janus Aspen Series Aggressive Growth Portfolio
o Janus Aspen Series Balanced Portfolio
o Janus Aspen Series Worldwide Growth Portfolio

Lincoln National Funds
o LN Bond Fund, Inc.
o LN Capital Appreciation Fund, Inc.
(subadviser: Janus Capital Corp.)
o LN Equity-Income Fund, Inc.
(subadviser: Fidelity Management Trust Co.)
o LN Money Market Fund, Inc.
o LN Social Awareness Fund, Inc.
(subadviser: Vantage Global Advisors)

MFS Variable Insurance Trust
o MFS Research Series
o MFS Total Return Series
o MFS Utilities Series
o MFS Capital Opportunities Series

Neuberger Berman Advisers Management Trust
o NB AMT Mid-Cap Growth Portfolio
o NB AMT Partners Portfolio

OCC Accumulation Trust
o OCC Trust Managed Portfolio

OppenheimerFunds
o Oppenheimer Main Street Growth
and Income Fund/VA

Templeton Variable Products Series Fund
o Templeton Asset Allocation Fund-Class 2
o Templeton International Fund-Class 2
o Templeton Stock Fund-Class 2

Read this prospectus and the prospectuses of the Funds available as investment
options through the separate account under the Policy offered by this
prospectus carefully. Keep them for future reference.

The Securities and Exchange Commission has not approved or disapproved these
securities or determined this prospectus is accurate or complete. It is a
criminal offense to state otherwise.

May 1, 2000
<PAGE>

Table of Contents

<TABLE>
<S> <C>
HIGHLIGHTS .............................................. 3
A Flexible Premium Variable Universal Life
Insurance Policy ...................................... 3
Initial Choices to be Made ............................. 3
Amount of Premium Payment .............................. 3
Life Insurance Qualification Method .................... 3
Death Benefit Options .................................. 4
Selection of Funding Vehicles .......................... 4
Charges and Fees ....................................... 5
Charge Assessed against the Underlying Funds ........... 6
Policy Loans, Withdrawals and Surrenders ............... 8
Changes in Specified Amount ............................ 8
LINCOLN LIFE, THE SEPARATE ACCOUNT AND THE
GENERAL ACCOUNT ......................................... 8
BUYING VARIABLE LIFE INSURANCE .......................... 10
ALLOCATION OF PREMIUMS .................................. 10
Fixed Account .......................................... 11
Separate Account -- Funds .............................. 11
Mixed and Shared Funding ............................... 16
Fund Participation Agreements .......................... 16
CHARGES & FEES .......................................... 16
Premium Load ........................................... 16
Premium Load Refund .................................... 17
Premium Tax Charge ..................................... 17
Charges and Fees Assessed Against the Total
Account Value ......................................... 17
Charges and Fees Associated with the Variable
Funding Options ....................................... 18
Reduction of Charges ................................... 19
POLICY CHOICES .......................................... 19
Premium Payments ...................................... 19
Life Insurance Qualification .......................... 20
Death Benefit Options ................................. 21
Allocations and Transfers to Funding Options .......... 22
POLICY VALUES ............................................ 23
Total Account Value ................................... 23
Accumulation Unit Value ............................... 24
Maturity Value ........................................ 24
Surrender Value ....................................... 24
POLICY RIGHTS ........................................... 24
Partial Surrenders .................................... 24
Reinstatement of a Lapsed Policy ...................... 25
Guaranteed Death Benefit .............................. 25
Policy Loans .......................................... 26
Policy Changes ........................................ 27
Right to Examine the Policy ........................... 28
DEATH BENEFIT ........................................... 28
POLICY SETTLEMENT ....................................... 28
Settlement Options .................................... 28
TERM INSURANCE RIDER .................................... 30
THE COMPANY ............................................. 30
Directors and Officers of Lincoln Life ................ 30
ADDITIONAL INFORMATION .................................. 32
Reports to Policyowners ............................... 32
Right to Instruct Voting of Fund Shares ............... 33
Disregard of Voting Instructions ...................... 33
State Regulation ...................................... 34
Legal Matters ......................................... 34
The Registration Statement ............................ 34
Distribution of the Policies .......................... 34
Records and Accounts .................................. 35
Experts ............................................... 35
Advertising ........................................... 35
TAX MATTERS ............................................. 36
General ............................................... 36
Federal Tax Status of the Company ..................... 36
Life Insurance Qualification .......................... 36
General Rules ......................................... 37
Modified Endowment Contracts .......................... 37
Diversification Standards ............................. 38
Investor Control ...................................... 38
Other Tax Considerations .............................. 39
MISCELLANEOUS POLICY PROVISIONS ......................... 40
Payment of Benefits ................................... 40
Age ................................................... 40
Incontestability ...................................... 40
Suicide ............................................... 40
Coverage Beyond Maturity .............................. 40
Nonparticipation ...................................... 41
Appendix A --
Illustrations of Death Benefits, Total Account Values
and Surrender Values ................................... 42
Appendix B --
Corridor Percentages .................................... 56
Financial Statements of the Separate Account ............ S-1
Financial Statements of the Company ..................... F-1
</TABLE>

2
<PAGE>

HIGHLIGHTS

A Flexible Premium Variable Universal Life Insurance Policy

This Prospectus describes a flexible premium variable universal life insurance
contract (the "Policy") offered by The Lincoln National Life Insurance Company
("Lincoln Life", the "Company", "we", "us", "our") through Lincoln Life
Flexible Premium Variable Life Account S (the "Separate Account" or "Account
S"). The Policy may be useful in: funding non-qualified executive deferred
compensation; funding salary continuation programs; funding death benefit
liabilities or cash flow obligations for executive retirement plans.

The value of your Policy and, under one option, the death benefit amount
depends on the investment results of the funding options you select.

Initial Choices to be Made

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

o the amount of premium you want to pay (see page 19);

o either of two life insurance qualification methods (see page 20);

o one of three death benefit options (see page 21);

o the amount of the Net Premium Payment to be placed in each of the funding
options selected. The Net Premium Payment is the balance of Premium Payment
that remains after certain charges are deducted from it.

Amount of Premium Payment

One of your initial decisions is how much premium to pay. Premium Payments may
be changed within the limits described on page 19. If the Policy lapses because
your monthly deduction is larger than the Net Accumulation Value, you may
reinstate the Policy. See page 25.

You may use the value of your Policy to pay the premiums due and continue the
Policy in force if sufficient values are available. If the investment options
you choose do not do as well as you expect, there may not be enough value to
continue the Policy in force without more Premium Payments. Charges against
Policy values for the Cost of Insurance increase (see page 18) as the Insured
gets older.

When you first receive your Policy you will have 10 days to look it over (more
in some states). This is called the "right-to-examine" time period. Use this
time to review your Policy and make sure it meets your needs. During this time
period, your initial premium payment will be allocated to the funding options
you initially select unless your state requires a full refund of premiums. If
you then decide you do not want your Policy, you will receive a refund. See
page 28.

Life Insurance Qualification Method

At the time of purchase you must choose which life insurance qualification
method best suits your needs--Cash Accumulation or Guideline Premium. Both
methods require a Policy to provide minimum ratios of life insurance coverage
to total account

3
<PAGE>

value. The Guideline Premium method may also restrict premiums payable under
the Policy. The Company reserves the right to return your premium payment if it
results in your Policy's failing to meet federal tax law requirements.

Death Benefit Options

The Death Benefit is the amount we pay the Beneficiary(ies) when the Insured
dies. Before we pay the Beneficiary(ies), any outstanding loan account balances
or outstanding amounts due are subtracted from the Death Benefit. We calculate
the Death Benefit payable as of the date the Insured died. We will pay the
Death Benefit in one lump sum or under one of the annuity settlement options.

The three death benefit options available usually provide a level, varying or
increasing death benefit, depending on the option selected. See page 21 for
more details on death benefit options.

At all times, your Policy must qualify as life insurance under the Internal
Revenue Code of 1986 (the "Code") to receive favorable tax treatment under
Federal law. If these requirements are met, you may benefit from favorable
federal tax treatment. The Company reserves the right to return your premium
payment if it results in your Policy's failing to meet federal tax law
requirements.

If you have surrendered a portion of your Policy, any surrendered amount will
reduce your initial death benefit. If you borrow against your Policy or
surrender a portion of your Policy, the Loan Account balance and any
surrendered amount will reduce your initial death benefit.

Selection of Funding Vehicles

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

You must choose the Fund(s) (Sub-Account(s)) in which you want to place each
Net Premium Payment. These Sub-Accounts make up the Separate Account. Each Sub-
Account invests in shares of a certain Fund. A Separate Sub-Account is not
guaranteed and will increase or decrease in value according to the particular
Fund's investment performance. See page 9.

You may also choose to place the Net Premium Payment or part of it into the
Fixed Account. Net Premium Payments put into the Fixed Account:

o become part of the Company's General Account;

o do not share the investment experience of the Separate Account; and

o have a guaranteed minimum interest rate of 4.0% per year.

For additional information on the Fixed Account, see page 8.

4
<PAGE>

Charges and Fees

A premium load is deducted from all of your premium payments. The current
premium load for cases with average annual planned premiums of $100,000 or
greater but less than $1,000,000 is:

<TABLE>
<CAPTION>
Portion Portion
of Premium Paid of Premium Paid
Policy Year(s) up to Target Above Target
------------------------ --------------- ---------------
<S> <C> <C>
1 10.50% 2.5%
2-5 7.50% 1.5%
6-7 3.50% 1.5%
8 and thereafter 1.50% 1.5%
</TABLE>

The current premium load for cases with average annual planned premiums of
$1,000,000 or greater is:

<TABLE>
<CAPTION>
Portion Portion
of Premium Paid of Premium Paid
Policy Year(s) up to Target Above Target
----------------------- --------------- ---------------
<S> <C> <C>
1 7.50% 1.00%
2 6.00% 1.00%
3-5 3.50% 1.00%
6 and thereafter 1.50% 1.00%
</TABLE>

The guaranteed maximum premium loads are shown on page 16.

Under certain circumstances, if you fully surrender your Policy within 60
months after Date of Issue, you may be entitled to receive partial credit for
premium loads deducted from your Policy. (See page 17).

For these purposes an increase in Specified Amount is treated as a newly issued
policy.

An explicit premium tax charge equal to the state and municipal taxes
associated with premiums received is also deducted from premium payments.

A monthly deduction is made from the total account value on the same day of
each month beginning with the date of issue. The monthly deduction includes the
Cost of Insurance and any charges for supplemental riders or benefits. Once a
policy is issued, monthly deductions will begin as of the date of issue, even
if the Policy's issuance was delayed due to underwriting requirements or other
reasons. The monthly deduction also includes a monthly administrative expense
charge during all policy years. The monthly Administrative Expense is currently
$6, and is guaranteed not to exceed $10. See page 17.

A daily deduction is made from the assets of Account S for mortality and
expense risk. Currently for cases with average annual planned premiums of
$100,000 or greater but less than $1,000,000, the mortality and expense risk
charge on an annualized basis equals the following percentage of policy value
in the separate account:

<TABLE>
<S> <C>
Policy Years
1-10 0.70%
11 and thereafter 0.35%
</TABLE>

5
<PAGE>

Currently, for cases with average annual planned premiums of $1,000,000 or
greater, the mortality and expense risk charge on an annualized basis equals the
following percentage of policy value in the separate account:

<TABLE>
<S> <C>
Policy Years
1-10 0.40%
11-20 0.20%
21 and thereafter 0.10%
</TABLE>

The Company reserves the right to increase the mortality and expense risk charge
but it will never exceed 0.80% annually. (See page 18).

Before the Maturity Date you may make transfers between funding options. The
Company allows twelve transfers each Policy Year; beyond twelve, a $25 charge
may apply. Within 45 days after each Policy Anniversary, you may also transfer
to the Separate Account 20% of the greatest amount held in the Fixed Account
Value during the prior 5 years, or $1000 if greater. See page 23.

There are no Surrender Charges for your Policy.

Each Fund has its own management fee charge also deducted daily. Investment
results for the Funds you choose will be affected by the fund management charges
and other fund expenses. The table below shows you the current charges and
expenses.

Charges Assessed against the Underlying Funds

The investment advisor for each of the Funds deducts a daily charge as a percent
of the net assets in each fund as an asset management charge. The charge
reflects asset management fees of the investment advisor (Management Fees), and
other expenses incurred by the funds (including 12b-1 fees for Class 2 shares
and Other Expenses). The charge has the effect of reducing the investment
results credited to the Sub-Accounts.

The following table illustrates the investment advisory fees, other expenses and
total expenses paid by each of the Funds as a percentage of average net assets
based on figures for the year ended December 31, 1998 unless otherwise
indicated.

6
<PAGE>

<TABLE>
<CAPTION>
Total
Annual
Fund Total Fund
Operating Operating
Expenses Total Expenses
Without Waivers with
Management 12b-1 Other Waivers or and Waivers or
Fees Fees Expenses Reductions Reductions Reductions
Fund ------------ ------- ---------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Fidelity VIPII Asset Manager Portfolio--Service Class
(9)
Fidelity VIPII Contrafund Portfolio--Service Class (9)
Fidelity VIP Growth Portfolio--Service Class (9)
Janus Aspen Series Aggressive Growth (10)
Janus Aspen Series Balanced Portfolio (10)
Janus Aspen Series Worldwide Growth Portfolio (10) To be filed by Amendment
LN Bond Fund, Inc.
LN Capital Appreciation Fund, Inc.
LN Equity Income Fund, Inc.
LN Money Market Fund, Inc.
LN Social Awareness Fund, Inc.
MFS Capital Opportunities Series (11)
MFS Research Series (11)
MFS Total Return Series (11)
MFS Utilities Series (11)
NB AMT MidCap Growth Portfolio (12)(13)
NB AMT Partners Portfolio (12)(13)
OCC Trust Managed Fund (14)(15)
Oppenheimer Main Street Growth and Income Fund/
VA (16)
Templeton Asset Allocation Fund--Class 2 (17)
Templeton International Fund--Class 2 (17)
Templeton Stock Fund--Class 2 (17)
</TABLE>

(1.) BAMCO, Inc. will reduce its fee to the extent required to limit Baron
Capital Assets Fund's total operating expenses to 1.5% for the first $250
million in assets in the Fund, 1.35% for the Fund assets over $250
million and up to $500 million, and 1.25% for Fund assets over $500
million. Without the expense limitations, the Fund estimates that actual
expenses would be 1.6%.
(2.) Under the Advisory Agreement with Bankers Trust Company (the "Advisor"),
the Fund will pay an advisory fee at an annual percentage rate of 0.45%
of the average daily net assets of the Fund. These fees are accrued daily
and paid monthly. The Advisor has voluntarily undertaken to waive its fee
and to reimburse the Fund for certain expenses so the Fund's total
operating expenses will not exceed 0.65% of average daily net assets.
(3.) Under the Advisory Agreement with Bankers Trust Company (the "Advisor"),
the Fund will pay an advisory fee at an annual percentage rate of 0.20%
of the average daily net assets of the Fund. These funds are accrued
daily and paid monthly. The Advisor has voluntarily undertaken to waive
its fee and to reimburse the Fund for certain expenses so the Fund's
total operating expenses will not exceed 0.30% of average daily net
assets.
(4.) Under the Advisory Agreement with Bankers Trust Company (the "Advisor"),
the Fund will pay an advisory fee at an annual percentage rate of 0.35%
of the average daily net assets of the Funds. These fees are accrued
daily and paid monthly. The Advisory has voluntarily undertaken to waive
its fee and to reimburse the Fund for certain expenses so the Fund's
total operating expense will not exceed 0.45% of average daily net
assets.
(5.) The investment advisory for the Devon Series and Delchester Series is
Delaware Management Company, Inc. ("DMC"). Effective May 1, 1999 through
October 31, 1999, DMC has voluntarily agreed to waive its management fees
and reimburse each Series for expenses to the extent that total expenses
will not exceed 0.80%; 0.80% for the Devon Series and 0.80% for the
Delchester Series. Pursuant to a vote of the Fund's shareholders on March
17, 1999, a new management fee structure based on average daily net
assets was approved as follows: 0.65% on the first $500 million, 0.60% on
the next $500 million, 0.55% on the next $1,500 million, 0.50% on assets
in excess of $2,500 million; all per year.
(6.) The investment advisor for the Small Cap Value Series is Delaware
Management Company, Inc. ("DMC"). Effective May 1, 1999 through October
31, 1999, DMC has voluntarily agreed to waive their management fees and
reimburse the Series for expenses to the extent that total expenses will
not exceed 0.85% for the Small Cap Value Series. Pursuant to a vote of
the Fund's shareholders on March 17, 1999, a new management fee structure
based on a average daily net assets was approved as follows: 0.75% on the
first $500 million, 0.70% on the next $500 million, 0.65% on the next
$1,500 million, 0.60% on assets in excess of $2,500 million; all per
year.
(7.) The investment advisor for the International Equity Series is Delaware
International Advisors, Limited ("DIAL"). Effective May 1, 1999 through
October 31, 1999, DIAL, has voluntarily agreed to waive its management
fees and reimburse the Series for expenses to the extent that total
expenses will not exceed 0.95% for the International Equity Series.
Pursuant to a vote of the Fund's shareholders on March 17, 1999, a new
management fee structure based on average daily net asset was approved as
follows: 0.85% on the first $500 million, 0.80% on the next $500 million,
0.75% on the next $1,500 million, 0.70% on assets in excess of $2,500
million; all per year.

7
<PAGE>

(8.) The investment advisor for the REIT Series is Delaware Management
Company, Inc. ("DMC"). Effective May 1, 1999 through October 31, 1999,
DMC has voluntarily agreed to waive its management fees and reimburse the
Series for expenses to the extent that total expenses will not exceed
0.85% for the REIT Series. There is no change to the current management
fee structure.
(9.) A portion of the brokerage commissions that certain funds pay was used to
reduce funds expenses. In addition, certain funds, or Fidelity Management
& Research on behalf of certain funds, have entered into arrangements
with their custodian whereby credits realized as a result of uninvested
cash balances were used to reduce custodian expenses. Including these
reductions, the total operating expenses presented in the table would
have been 0.77% for the VIP II Asset Manager Portfolio, 0.75% for the VIP
Growth Portfolio and for the VIP II ContraFund Portfolio.
(10.) The expenses are stated both with and without contractual waivers and fee
reductions by Janus Capital. Fee reductions for the Aggressive Growth,
Worldwide Growth and Balanced, Portfolio reduce the Management Fee to the
level of the corresponding Janus retail fund. Other waivers, if
applicable, are first applied against the Management Fee and then against
Other Expenses. Janus Capital has agreed to continue the waivers and fee
reductions until at least the next annual renewal of the advisory
agreement.
(11.) Each series has an expense offset arrangement which reduces the series'
custodian fee based upon the amount of cash maintained by the series with
its custodian and disbursing agent. Each series may enter into other such
arrangements and directed brokerage arrangements, which would also have
the effect of reducing the series' expenses. Expenses do not take into
account these expense reductions, and are therefore higher than the
actual expenses of the series.
(12.) Neuberger Berman Advisers Management Trust is divided into portfolios
("Portfolios"), each of which invests all of its net investable assets in
a corresponding series ("Series") of Advisers Managers Trust. The figures
reported under "Investment Management and Administration Fees" include
the aggregate of the administration fees paid by the Portfolio and the
management fees paid by its corresponding Series. Similarly, "Other
Expenses" includes all other expenses of the Portfolio and its
corresponding Series.
(13.) NBMI has undertaken to reimburse certain operating expenses, including
the compensation of NBMI (except with respect to Partners) and excluding
taxes, and interest, extraordinary expenses, brokerage commissions and
transaction costs, that exceed, in the aggregate, 1% of the Liquid Asset,
Mid-Cap Growth and Partners Portfolios' average daily net assets value.
These expense reimbursement agreements are subject to termination upon 60
days written notice with respect to the Mid-Cap Growth, and Partners
Portfolios.
(14.) Other Expenses are shown gross of expense offsets afforded the Portfolios
which effectively lowered overall custody expenses.
(15.) Total Portfolio Expenses for the Managed Portfolios are limited by OpCap
Advisors so that the respective annualized operating expenses (net of any
expense offsets) do not exceed 1.00% of average daily net assets.
(16.) The Fund's total returns should not be expected to be the same as the
returns of other funds, whether or not both funds have the same portfolio
managers and/or similar names.
(17.) Class Z of the Fund has a distribution plan or "Rule 12b-1 plan" which is
described in the Fund's prospectus.

Policy Loans, Withdrawals and Surrenders

You may borrow within described limits against the Policy. You may surrender
your Policy in full or withdraw part of its value. Upon the maturity of your
Policy, you may select one of the annuity settlement options or, prior to
maturity, you may apply the value of your Policy, minus surrender charges and
loan account amounts, to one of the annuity settlement options.

If you borrow against your Policy, interest will accrue at an annual rate which
will be the monthly average (Moody's Investors Service, Inc. Corporate Bond
Yield Average--Monthly Average Corporates) for the calendar month which ends
two months prior to the Policy Anniversary month, or 4.8% if greater.

The Loan Account Value will earn interest at an annual rate equal to the policy
loan interest rate less an annual rate, which we call a spread, not to exceed
0.80%. For the current spread see page 27.

Changes in Specified Amount

Within certain limits, you may increase or decrease the specified amount.
Increases will require satisfactory evidence of insurability. Decreases in the
first five years are subject to approval of the Company. Currently the minimum
specified amount is $100,000. Such changes will affect other aspects of your
Policy. See page 28.

LINCOLN LIFE, THE SEPARATE ACCOUNT AND
THE GENERAL ACCOUNT

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

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<PAGE>

46802. Lincoln Life, LNC and their affiliates comprise the "Lincoln Financial
Group" which provides a variety of wealth accumulation and protection products
and services.

Account S is a "separate account" of the Company established on November 2,
1998. Account S was established for the purpose of segregating assets
attributable to the variable portion of life insurance contracts from other
assets of the Company. Under Indiana law, the assets of Account S attributable
to the Policies, through the property of Lincoln Life, are not chargeable with
liabilities of any other business of Lincoln Life and are available first to
satisfy Lincoln Life's obligations under the Policies. Account S income, gains,
and losses are credited to or charged against Account S without regard to other
income, gains, or losses of Lincoln Life. The values and investment performance
of Account S are not guaranteed. Account S is registered with the Securities
and Exchange Commission ("Commission") as a "unit investment trust" under the
Investment Company Act of 1940, as amended ("1940 Act") and meets the 1940
Act's definition of "separate account". The Commission does not supervise the
management, investment practices, or policies of Lincoln Life or Account S.
Lincoln Life has numerous other registered separate accounts which fund its
variable life insurance policies and variable annuity contracts.

Account S is divided into Sub-Accounts, each of which is invested solely in the
shares of one of the mutual funds available as funding vehicles under the
Policies. On each Valuation Day, Net Premium Payments allocated to Account S
will be invested in Fund shares at net asset value, and monies necessary to pay
for deductions, charges, transfers and surrenders from Account S are raised by
selling Fund shares at net asset value.

The Funds now available in Account S and their investment objectives are on
pages 11 - 15. More Fund information is in the Funds' prospectuses, which must
accompany or precede this prospectus and should be read carefully. The Funds
may or may not achieve their investment objectives.

Some Funds have investment objectives and policies similar to those of other
funds managed by the same investment adviser. Their investment results may be
higher or lower than those of the other funds, and there can be no assurance,
and no representation is made, that a Fund's investment results will be
comparable to the investment results of any other fund.

Lincoln Life reserves the right to add, withdraw or substitute Funds, subject
to the conditions of the Policy and to compliance with regulatory requirements,
if in its sole discretion, legal, regulatory, marketing, tax or investment
considerations so warrant or in the event a particular Fund is no longer
available to Lincoln Life for investment by the Sub-Accounts. No substitution
will take place without prior approval of the Commission, to the extent
required by law.

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

A Policy may also be funded in whole or in part through the "Fixed Account",
part of Lincoln Life's General Account supporting its insurance and annuity
obligations. The General Account is the Company's general asset account, in
which assets attributable to the non-variable portion of the Policies are held.
Amounts held in the Fixed Account will be credited with interest at rates
Lincoln Life determines from time to time, but not less than 4% per year.
Interest, once credited, and Fixed Account principal are guaranteed. Interests
in the Fixed Account have not been registered under the Securities Act of 1933,
as amended ("1933 Act") in reliance on exemptive provisions. The Commission has
not reviewed Fixed Account disclosures, but they are subject to securities law
provisions relating to accuracy and completeness.

9
<PAGE>

BUYING VARIABLE LIFE INSURANCE

The Policies this Prospectus offers are variable life insurance policies which
provide death benefit protection. Policy owners should be prepared to monitor
their investment choices on an ongoing basis.

The Policy is available for purchase by corporations or groups where
individuals share a common employer or affiliation with a group or sponsoring
organization. Each Policy covers a single insured. The Policy may be useful in:
funding non-qualified executive deferred compensation; funding salary
continuation programs; funding death benefit liabilities or cash flow
obligations for executive retirement plans. The Policy should not be considered
for employer pension or profit sharing programs. The Policy is not available in
all states. State regulations may vary your Policy's provisions.

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

Unless a policy has become a "modified endowment contract" (see page 36), an
owner can borrow Policy values tax-free, without surrender charges and at very
low net interest cost. Policy loans can be a source of retirement income.

Depending on the death benefit option chosen, accumulated Policy values may
also be part of the eventual death benefit payable. If a Policy is heavily
funded and investment performance is very favorable, the death benefit may
increase even further because of tax law requirements that the death benefit be
a certain multiple of Policy value, depending on the Insured's age (see page
56).

ALLOCATION OF PREMIUMS

You may allocate all or a part of your Net Premiums to the Fixed Account (part
of the Company's General Account) or to the Funds currently available through
the Separate Account in connection with the Policy. In addition, the Company
may add, withdraw or substitute Funds, subject to the conditions in the Policy
and to compliance with regulatory requirements. The investment results of the
Funds, whose objectives are described below, are likely to differ
significantly. Except where otherwise indicated, all of the Funds are
diversified, as defined in the 1940 Act.

Any monies received prior to policy issue will be credited with the return
attributable to the LN Money Market Fund from the date of receipt until the day
the Policy is issued.

In states which do not require a full refund of premiums during the Right to
Examine Period, the Policy value and future Net Premiums will be allocated as
of the date the Policy is issued in accordance with the Policy owner's selected
premium allocation percentages.

In states which require a full refund of premiums during the Right to Examine
Period, the first Net Premium will be allocated in its entirety as of the issue
date to the LN Money Market Fund, regardless of the Policy owner's premium
allocation percentages. Any other Net Premium received prior to the expiration
of the Right to Examine period will also be allocated to the LN Money Market
Fund. On the day following

10
<PAGE>

the expiration of the Right to Examine Period, the policy value and future Net
Premiums will be allocated in accordance with the Policy owner's selected
premium allocation percentages.

Fixed Account

The Fixed Account is the only investment option offered with a guaranteed
return. Amounts held in the Fixed Account will be credited with interest at
rates of not less than 4.0% per year. Additional excess interest of up to 0.5%
may be credited to the Fixed Account Value beginning in Policy Year 11.
Credited interest rates reflect the Company's return on Fixed Account invested
assets and the amortization of any realized gains and/or losses which the
Company may incur on these assets.

Separate Account

Funds

Each of the Separate Sub-Accounts is invested solely in the shares of one of
the Funds available under the Policies. Each of the Funds is a series of one of
seventeen Massachusetts or Delaware business trusts or a Maryland corporation.
Each such trust or corporation is registered as an open-end, management
investment company under the 1940 Act. All of the Funds except for the Delaware
Group REIT Series are diversified under the 1940 Act.

Listed below are the Fund groups, their investment advisors and distributors,
and the Funds within each that are available under the Policies.

American Century Variable Products Group, Inc., managed and distributed by
American Century Investments, 4500 Main Street, Kansas City, MO 64141-6200
American Century VP Income & Growth Fund
American Century VP International Fund

Baron Capital Funds Trust, managed by BAMCO, Inc. and distributed by Baron
Capital Inc., 767 Fifth Avenue, New York, NY 10153
Baron Capital Asset Fund

BT Insurance Funds Trust, managed by Bankers Trust Company, 130 Liberty Street
(One Bankers Trust Plaza), New York, NY 10006 and distributed by First Data
Distributors, Inc., 4400 Computer Drive, Westborough, MA 01581
BT EAFE[RegTM] Equity Index Fund
BT Equity 500 Index Fund
BT Small Cap Index Fund

Delaware Group Premium Fund, Inc., managed by Delaware Management Company,
Inc., One Commerce Square, Philadelphia, PA 19103 and for International and
Emerging Markets, Delaware International Advisors, LTD., 80 Cheapside, London,
England ECV2 6EE and distributed by Delaware Distributors, L.P., 1818 Market
Street, Philadelphia, PA 19103
Delaware Group Delchester Series
Delaware Group Devon Series
Delaware Group International Series
Delaware Group REIT Series
Delaware Group Small Cap Value Series

11
<PAGE>

Fidelity Variable Insurance Products Fund, and Variable Insurance Products Fund
II, managed by Fidelity Management & Research Company and distributed by
Fidelity Distributors Corporation, 82 Devonshire Street, Boston, MA 02103
Fidelity VIP Growth Portfolio-Service Class
Fidelity VIP II Asset Manager Portfolio-Service Class
Fidelity VIP II Contrafund Portfolio-Service Class

Janus Aspen Series, managed and distributed by Janus Capital, 100 Fillmore St.,
Denver, CO 80206-4928
Janus Aspen Series Aggressive Growth Portfolio
Janus Aspen Series Balanced Portfolio
Janus Aspen Series Worldwide Growth Portfolio

Lincoln National Funds, managed by Lincoln Investment Management, Inc., 200
East Berry Street, Fort Wayne, IN 46802 and distributed by Lincoln Financial
Advisors, Inc., 350 Church Street, Hartford, CT 06103. Sub-advisors are also
noted.
LN Bond Fund, Inc.
LN Capital Appreciation Fund, Inc. (Sub-advised by Janus Capital Corp.)
LN Equity-Income Fund, Inc. (Sub-advised by Fidelity Management Trust Co.)
LN Money Market Fund, Inc.
LN Social Awareness Fund, Inc. (Sub-advised by Vantage Global Advisors)

MFS[RegTM] Variable Insurance Trust, managed by Massachusetts Financial
Services Company and distributed by MFS Fund Distributors, Inc., 500 Boylston
Street,
Boston, MA 02116
MFS Research Series
MFS Total Return Series
MFS Utilities Series
MFS Capital Opportunities Series

Neuberger Berman Advisers Management Trust, managed and distributed by NB
Management Incorporated, 605 Third Avenue, 2nd Floor, New York, NY 10158-0006
NB AMT Mid-Cap Growth Portfolio
NB AMT Partners Portfolio

OCC Accumulation Trust, managed by OpCap Advisors and distributed by OCC
Distributors, One Financial Center, New York, NY 10281
OCC Trust Managed Portfolio

OppenheimerFunds, managed and distributed by OppenheimerFunds, Inc., Two World
Trade Center, New York, NY 10048
Oppenheimer Main Street Growth and Income Fund/VA

Templeton Variable Products Series Fund, managed by Templeton Investment
Counsel, Inc. and its Templeton and Franklin affiliates and distributed by
Franklin/Templeton Distributors, Inc., 100 Fountain Parkway, St. Petersburg, FL
33716-1205
Templeton Asset Allocation Fund-Class 2
Templeton International Fund-Class 2
Templeton Stock Fund-Class 2

The investment advisory fees charged the Funds by their advisors are shown on
pages 6 - 8.

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<PAGE>

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.

o American Century VP Income & Growth Fund (Large Cap Stocks): Seeks dividend
growth, current income and capital appreciation by investing in a diversified
portfolio of U.S. stocks.

o American Century VP International Fund (International): Seeks capital
appreciation over time by investing in the common stocks of foreign companies
that exhibit accelerating growth.

o Baron Capital Asset Fund (Mid-Cap Stocks): Seeks capital appreciation through
investments in securities of small sized companies with market
capitalizations of approximately $100 million to $1.5 billion, and medium
sized companies with market capitalizations of $1.5 billion to $5 billion,
with undervalued assets or favorable growth prospects.

o BT EAFE[RegTM] Equity Index FUND (International): Seeks to replicate as
closely as possible (before the deduction of expenses) the total return of
the Europe, Australia, Far East Index (the EAFE Index), a
capitalization-weighted index containing approximately 1,100 equity
securities of companies located outside the United States.

o BT Equity 500 Index Fund (Large Cap Stocks): Seeks to replicate as closely as
possible the performance of the Standard & Poor's 500 Composite Stock Price
Index, before the deduction of Fund expenses.

o BT Small Cap Index Fund (Small Cap Stocks): Seeks to replicate as closely as
possible (before the deduction of expenses) the total return of the Russell
2000 Small Stock Index (the "Russell 2000"), an index consisting of
approximately 2,000 small-capitalization common stocks.

o Delaware Group Delchester Series (High Yield Bonds): Seeks as high a current
income as possible by investing in rated and unrated corporate bonds
(including high yield bonds commonly known as junk bonds), U.S. government
securities and commercial paper. An investment in this Series may involve
greater risks than an investment in a portfolio comprised primarily of
investment grade bonds.

o Delaware Group Devon Series (Large Cap Stocks): Seeks current income and
capital appreciation by investing primarily in income-producing common stocks
that the investment manager believes have the potential for above-average
dividend increases over time. Under normal circumstances, the Series will
invest at least 65% of its total assets in dividend paying common stocks.

o Delaware Group International Series (International): Seeks long-term growth
without undue risk to principal by investing primarily in equity securities
of foreign issuers providing the potential for capital appreciation and
income.

o Delaware Group REIT Series (Specialty): Seeks to achieve maximum long-term
total return. Capital appreciation is a secondary objective. It seeks to
achieve its objectives by investing in securities of companies primarily
engaged in the real estate industry.

o Delaware Group Small Cap Value Series (Small Cap Stocks): Seeks capital
appreciation by investing primarily in small to mid-cap common stocks whose
market value appears low relative to their underlying value or future
earnings and growth

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<PAGE>

potential. Emphasis will also be placed on securities of companies that may
be temporarily out of favor or whose value is not yet recognized by the
market.

o Fidelity VIP Growth Portfolio--Service Class (Large Cap Stocks): Seeks
long-term capital appreciation. The portfolio normally purchases common
stocks.

o Fidelity VIP II Asset Manager Portfolio--Service Class (Large Cap Stocks):
Seeks high long-term return with reduced risk by using a broad diversified
mix of stocks, bonds and short-term money market investments.

o Fidelity VIP II Contrafund Portfolio--Service Class (Large Cap Stocks): Seeks
long-term capital appreciation by investing primarily in a broad variety of
common stocks, using both growth-oriented and contrarian disciplines.

o Janus Aspen Series Aggressive Growth Portfolio (Mid-Cap Stocks): Seeks
long-term growth of capital by investing in medium sized companies whose
market capitalizations fall within the range of the MidCap 400 Index.

o Janus Aspen Series Balanced Portfolio (Large Cap Stocks): Seeks long-term
growth of capital, consistent with the preservation of capital and balanced
by current income. The Portfolio normally invests 40-60% of its assets in
securities selected primarily for their growth potential and 40-60% of its
assets in securities selected primarily for their income potential.

o Janus Aspen Series Worldwide Growth Portfolio (Large Cap Stocks): Seeks
long-term growth of capital in a manner consistent with the preservation of
capital by investing primarily in common stocks of foreign and domestic
issuers.

o Lincoln National Bond Fund, Inc. (Long Term Bonds): Seeks maximum current
income consistent with prudent investment strategy. The Fund invests
primarily in medium and long-term corporate and government bonds.

o Lincoln National Capital Appreciation Fund, Inc. (Large Cap Stocks): Seeks
long-term growth of capital in a manner consistent with preservation of
capital. The fund invests in a large number of companies of all sizes if the
companies are competing well and if their products and services are in high
demand. It may also buy some money market securities and bonds, including
junk (high risk) bonds.

o Lincoln National Equity-Income Fund, Inc. (Large Cap Stocks): Seeks to
achieve reasonable income by investing primarily in income-producing equity
securities. The fund invests mostly in high-yielding bonds (including junk
bonds).

o Lincoln National Money Market Fund, Inc. (Money Market): Seeks maximum
current income consistent with the preservation of capital. The Fund
allocates its assets among several categories of equity and fixed-income
securities, both of U.S. and foreign insurers.

o Lincoln National Social Awareness Fund, Inc. (Mid-Large Cap Stocks): Seeks
long-term capital appreciation with income as a secondary objective by
investing in companies which meet the Fund's "Social Criteria".

o MFS Research Series (Large Cap Stocks): Seeks long-term growth of capital and
future income by investing in equity securities of companies believed to
possess better than average prospects for long-term growth.

o MFS Total Return Series (Balanced or Total Return): Seeks primarily to obtain
above-average income (compared to a portfolio entirely in equity securities)

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<PAGE>

consistent with the prudent employment of capital, and secondarily to provide
a reasonable opportunity for growth and income.

o 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.

o MFS Capital Opportunities Series (Large Cap Stocks): Seeks capital
appreciation. Dividend income, if any, is a consideration incidental to the
Portfolio's objective of capital appreciation.

o Neuberger Berman AMT Mid-Cap Growth Portfolio (Mid-Cap Stocks): Seeks growth
of capital through an investment approach that is designed to increase
capital with reasonable risk. It invests mainly in common stocks of
mid-to-large capitalization companies.

o Neuberger Berman AMT Partners Portfolio (Mid-Large Cap Stocks): Seeks growth
of capital and invests mainly in common stocks of mid-to-large capitalization
companies.

o OCC Trust Managed Portfolio (Balanced or Total Return): Seeks growth of
capital over time through investment in a portfolio of common stocks, bonds
and cash equivalents, the percentage of which will vary based on management's
assessments of relative investment values.

o Oppenheimer Main Street Growth and Income Fund/VA (Large Cap Stocks): Seeks a
high total return (which includes growth in the value of its shares as well
as current income) from equity and debt securities. From time to time the
Fund may focus on small to medium capitalization common stocks, bonds and
convertible securities.

o Templeton Asset Allocation Fund--Class 2 (Global Stocks): Seeks a high level
of total return. Invests 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.

o Templeton International Fund--Class 2 (International Stocks): Seeks long-
term capital growth. Invests primarily in stocks of companies outside the
United States, including emerging markets. Any income realized will be
incidental.

o Templeton Stock Fund--Class 2 (Global Stocks): Seeks long-term capital
growth. Invests primarily in equity securities issued by companies, large and
small, in various nations throughout the world, including the United States
and emerging markets.

There is no assurance that the Funds will achieve their investment objectives.
Policy owners bear the full investment risk of investments in the Funds
selected.

Some of the above Funds may use instruments known as derivatives as part of
their investment strategies, as described in their respective prospectuses. The
use of certain derivatives such as inverse floaters and principal only debt
instruments may involve higher risk of volatility to a Fund. The use of
leverage in connection with derivatives can also increase risk of losses. See
the prospectuses for the Funds for a discussion of the risks associated with an
investment in those funds. You should refer to the accompanying prospectuses of
the Funds for more complete information about their investment policies and
restrictions.

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<PAGE>

Mixed and Shared Funding

Shares of the Funds are available to insurance company separate accounts which
fund variable annuity contracts and variable life insurance policies, including
the Policy described in this Prospectus. Because Fund shares are offered to
separate accounts of both affiliated and unaffiliated insurance companies, it
is conceivable that, in the future, it may not be advantageous for variable
life insurance separate accounts and variable annuity separate accounts to
invest in these Funds simultaneously, since the interests of such Policy owners
or contractholders may differ. Although neither the Company nor the Funds
currently foresees any such disadvantages either to variable life insurance or
to variable annuity policyholders, each Fund's Board of Trustees/Directors has
agreed 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
that Fund to sell portfolio securities at disadvantageous prices.

Fund Participation Agreements

Lincoln Life has entered into agreements with the various Funds and their
advisors or distributors under which Lincoln Life makes the Funds available
under the Policies and performs certain administrative services. In some cases,
the advisors or distributors may compensate Lincoln Life at annual rates of
between .11% and .25% of assets in a particular Fund attributable to the
Policies.

CHARGES & FEES

Premium Load

The premium load is deducted from your premium payments. This load represents
sales and administrative expenses associated with the startup and maintenance
of the policy.

1. Guaranteed Maximum Premium Load

For all cases, the premium load is guaranteed to be no higher than the amounts
shown in the following table:

<TABLE>
<CAPTION>
For the Portion of For the Portion of
Premiums Paid up to Premiums Paid greater than
Target Premium -- Target Premium --
load as a percentage load as a percentage
Policy Year(s) of that portion of that portion
- ---------------- -------------------- --------------------------
<S> <C> <C>
1 12.0% 5.0%
2-5 9.0% 5.0%
6 and after 5.0% 5.0%
</TABLE>

2. Current Premium Load

The current premium load for cases with average annual planned premiums of
$100,000 or greater but less than $1,000,000, is shown in the following table:

<TABLE>
<CAPTION>
For the Portion of For the Portion of
Premiums Paid up to Premiums Paid greater than
Target Premium -- Target Premium --
load as a percentage load as a percentage
Policy Year(s) of that portion of that portion
- ---------------- -------------------- --------------------------
<S> <C> <C>
1 10.50% 2.50%
2-5 7.50% 1.50%
6-7 3.50% 1.50%
8 and after 1.50% 1.50%
</TABLE>

16
<PAGE>

The current premium load for cases with average annual planned premiums of
$1,000,000 or greater, is shown in the following table:

<TABLE>
<CAPTION>
For the Portion of For the Portion of
Premiums Paid up to Premiums Paid greater than
Target Premium -- Target Premium --
load as a percentage load as a percentage
Policy Year(s) of that portion of that portion
- ---------------- -------------------- --------------------------
<S> <C> <C>
1 7.50% 1.00%
2 6.00% 1.00%
3-5 3.50% 1.00%
6 and after 1.50% 1.00%
</TABLE>

Premium Load Refund

In certain circumstances described below, if you surrender your policy within
60 months after Date of Issue, you may be entitled to a credit for some or all
of the premium loads which have been deducted from your premium payments. To
determine the Surrender Value during the premium load refund period the Total
Account Value will be reduced by the amount of any Loan Account Value,
including accrued interest. That amount would be increased by the applicable
credit for the premium load. A decrease in the specified amount in Policy Years
1 or 2 will proportionately decrease the amount of any premium load refund.
This refund is not guaranteed and is not available if your Policy is in
default.

Currently, for cases with average annual planned premiums of $100,000 or
greater but less than $1,000,000, if a policy is surrendered during the first
twelve months after the Date of Issue, the refund is 7% of premium paid in the
first Policy Year up to the Target Premium and 3% of premium paid in the first
Policy Year above Target Premium. For months 13 through 24, the refund is 75%
of the First Policy Year refund amount.

Currently, for cases with average annual planned premiums of $1,000,000 or
greater, if a policy is surrendered during the first twelve months after the
Date of Issue, the refund is 7.50% of premium paid in the first Policy Year up
to the Target Premium and 1% of premium paid in the first Policy Year above
Target Premium plus the premium tax charge. For months 13 through 60, the
refund is 100% of the First Policy Year refund amount.

Premium Tax Charge

An amount equal to the state and municipal taxes associated with premiums
received is deducted from premium payments.

Charges and Fees Assessed Against the Total Account Value

A Monthly Deduction is made from the Total Account Value. The Monthly Deduction
is made as of the same day each month, beginning with the Date of Issue. The
Monthly Deduction includes the Cost of Insurance and any charges for
supplemental riders or benefits. The Cost of Insurance is the portion of the
monthly deduction attributable to the basic insurance coverage, not including
riders, supplemental benefits or monthly expense charges. The Cost of Insurance
depends on the Issue Age, risk class of the Insured and the number of Policy
Years elapsed and Specified Amount of the Policy.

Once a Policy is issued, Monthly Deductions, including Cost of Insurance
charges, will begin as of the Date of Issue, even if the Policy's issuance was
delayed due to

17
<PAGE>

underwriting requirements, and will be in amounts based on the Specified Amount
of the Policy issued, even if any temporary insurance coverage provided during
the underwriting period was for a lesser amount.

The Monthly Deduction also includes a monthly administrative expense charge of
$6 currently, guaranteed not to exceed $10 during all Policy Years.

The monthly administrative expense charge is for items such as premium billing
and collection, Policy value calculation, confirmations and periodic reports
and will not exceed our costs. The Monthly Deduction is deducted
proportionately from each funding option, if more than one is used. This is
accomplished by liquidating Accumulation Units and withdrawing the value of the
liquidated Accumulation Units from each funding option in the same proportion
as their respective values have to your Fixed Account and Separate Account
Values.

Charges and Fees Associated with the Variable Funding Options

Mortality and Expense Risk Charge

The Company deducts a daily charge from the assets of Account S for mortality
and expense risks assumed by it in connection with the Policy.

Currently, for cases with average annual planned premiums of $100,000 or
greater but less than $1,000,000, the mortality and expense risk charge on an
annualized basis equals the following percentage of policy value in the
Separate Account:

<TABLE>
<CAPTION>
Annualized Mortality and
Policy Years Expense Risk Charge
- -------------- -------------------------
<S> <C>
1-10 0.70%
11 and after 0.35%
</TABLE>

Currently, for cases with annual planned premiums of $1,000,000 or greater, the
mortality and expense risk charge on an annualized basis equals the following
percentage of policy value in the Separate Account:

<TABLE>
<CAPTION>
Annualized Mortality and
Policy Years Expense Risk Charge
- -------------- -------------------------
<S> <C>
1-10 0.40%
11-20 0.20%
21 and after 0.10%
</TABLE>

The mortality and expense risk charge is assessed to compensate the Company for
assuming certain mortality and expense risks under the Policies. The Company
reserves the right to increase the mortality and expense risk charge if it
believes that circumstances have changed so that current charges are no longer
adequate. In no event will the charge exceed 0.80% of average daily net assets
on an annualized basis.

18
<PAGE>

Reduction of Charges

The Policies are available for purchase by corporations or other groups where
the individuals share a common employer or affiliation with the group or
sponsoring organization. Each Policy covers a single insured. We reserve the
right to reduce premium loads or any other charges on certain multiple life
sales ("cases") where it is expected that the amount or nature of such cases
will result in savings of sales, underwriting, administrative or other costs.
Eligibility for these reductions and the amount of reductions will be
determined by a number of factors, including the number of lives to be insured,
the total premiums expected to be paid, total assets under management for the
policy owner, the nature of the relationship among the insured individuals, the
purpose for which the policies are being purchased, expected persistency of the
individual policies, and any other circumstances which we believe to be
relevant to the expected reduction of our expenses. Some of these reductions
may be guaranteed and others may be subject to withdrawal or modification by us
on a uniform case basis. Reductions in charges will not be unfairly
discriminatory to any policy owners.

POLICY CHOICES

When you buy a Policy, you make several important choices:

o The amount of premium you intend to pay;

o Which life insurance qualification method best suits your needs--Cash Value
Accumulation or Guideline Premium;

o Which one of the three Death Benefit Options you would like, and the Premium
Accumulation Rate you would like if you choose Death Benefit Option 3;

o The way your net premiums will be allocated to the Funds and/or the Fixed
Account.

Each of these choices is described in detail below:

Premium Payments

Planned Premiums are those premiums you choose to pay on a scheduled basis. We
will bill you annually, semiannually, or quarterly, or at any other agreed-upon
frequency. Additional Premiums are any premiums you pay in addition to Planned
Premiums.

Payment of Minimum Monthly Premiums, Planned Premiums, or Additional Premiums
in any amount will not guarantee that your Policy will remain in force.
Conversely, failure to pay Planned Premiums or Additional Premiums will not
necessarily cause your Policy to lapse. The Policy's surrender value must be
sufficient to cover the next Monthly Deduction.

At any time, you may increase your Planned Premium by written notice to us, or
pay Additional Premiums, except that:

o We may require evidence of insurability if the Additional Premium or the new
Planned Premium during the current Policy Year increases the difference
between the Death Benefit and the Total Account Value. If satisfactory
evidence of insurability is requested and not provided, we will refund the
increase in premium without interest and without investing such amounts in
the underlying funding options.

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<PAGE>

o If you have chosen the Guideline Premium method for life insurance
qualification, in no event may the total of all premiums paid exceed the
then-current maximum premium limitations established by federal income tax
law for a Policy to qualify as life insurance. (See "Tax Considerations for
Policy owners.")

o If, at any time, a premium is paid which would result in total premiums
exceeding such maximum premium limitations, we will only accept that portion
of the premium which will make total premiums equal to the maximum. Any part
of the premium in excess of that amount will be returned or applied as
otherwise agreed and no further premiums will be accepted until allowed by
the then-current maximum premium limitations prescribed by law.

o If you make a sufficient premium payment when you apply for a Policy, and
have answered favorably to certain questions relating to the Insured's
health, a "temporary insurance agreement" in the amount applied for (subject
to stated maximums) will be provided.

o After your first premium payment all premiums must be sent to our
Administrative Office. Your premium payments received will be allocated as
you have directed and amounts allocated to the Funds will be credited at the
Accumulation Unit value determined at the end of the business day after each
payment is received.

You may reallocate your future premium payments at any time free of charge. Any
reallocation will apply to premium payments made after you have received
written verification from us.

Under limited circumstances, we may backdate a Policy, upon request, by
assigning a Date of Issue earlier than the date the application is signed, but
no earlier than six months prior to state approval of the Policy. The Date of
Issue is the date from which policy years, policy anniversaries and Attained
Age are determined. The Date of Coverage is the date on or after the Date of
Issue that the initial premium has been paid (1) while the Insured is alive and
(2) prior to any change in health and insurability, as represented in the
application. Issue Age is the Insured's age on his/her birthday closest to the
Policy Date of Issue. Backdating may be desirable, for example, so that you can
purchase a particular Specified Amount for lower cost of insurance rates, based
on a younger insurance age. For a backdated Policy, you must pay the minimum
premium payable for the period between the Date of Issue and the date the
initial premium is invested in the Separate Account. Backdating of your Policy
will not affect the date on which your premium payments are credited to the
Separate Account and you are credited with Accumulation Units. You cannot be
credited with Accumulation Units until your Net Premium is actually deposited
in the Separate Account. (See "Policy Values.")

If we decline an application for a policy we will refund all premium payments
made.

Life Insurance Qualification

A Policy must satisfy either of two testing methods to qualify as a life
insurance contract for tax purposes under Section 7702 of the Internal Revenue
Code of 1986, as amended ("Code"). At the time of purchase, you may choose a
Policy which uses either the Guideline Premium test or the Cash Value
Accumulation test. Both methods require a life insurance policy to meet minimum
ratios of life insurance coverage to Total Account Value. We refer to the
ratios as Applicable Percentages. We refer to required life insurance coverage
in excess of the Total Account Value as the Death Benefit corridor.

20
<PAGE>

The Applicable Percentages for the Guideline Premium test are 250% through
Attained Age 40, decreasing over time to 100% at Attained Age 95 and above.
Attained Age is the Issue Age of the Insured increased by the number of Policy
Years elapsed. The Guideline Premium test also restricts the maximum premiums
that may be paid into a life insurance policy for a specified Death Benefit.
The Cash Value Accumulation test does not limit premiums which may be paid but
has higher required Applicable Percentages. For example, Applicable Percentages
for Non-Smokers range from 670% at Attained Age 20 to 350% at Attained Age 40
to 100% at Attained Age 100.

If your primary objective is to pay as much premium as possible into the Policy
to target a cash value funding objective, generally a Cash Value Accumulation
method policy will best meet your needs, since it generally permits higher
premium payments. The choice, however, might result in higher eventual Cost of
Insurance charges because of the higher Death Benefit corridor.

In addition, the payment of higher premiums which would be associated with
choosing the Cash Value Accumulation method increases the possibility that the
amount paid into the Policy will exceed the amount that would have been paid
had the Policy provided for seven level annual premiums (the "7-pay test"). If
premiums paid exceed such limit during any 7-pay testing period, any partial
surrender or Policy loan may be subject to federal income taxation. (See "Tax
Considerations for Policyowners".)

If your primary objective is to maximize the potential for growth in Total
Account Value, or to conserve Total Account Value, generally a Guideline
Premium Policy will best meet your needs. This is because the Applicable
Percentages are lower, resulting in lower Cost of Insurance charges for the
smaller required Death Benefit corridor coverage.

If your primary objective is to provide a specified Death Benefit at low cost,
then generally there is no difference between the testing methods because the
planned premium will be less than the maximum premium limit under the Guideline
Premium test and additional Death Benefit insurance coverage may not be
necessary under either testing method to comply with the Death Benefit corridor
requirements. The Policy's Death Benefit may also be referred to as the Target
Face Amount. If a Term Insurance Rider is attached to the Policy, the Target
Face Amount is the Term Insurance Rider's Benefit Amount plus the Policy's
Death Benefit which is dependent upon the Death Benefit Option in effect.

Death Benefit Options

At the time of purchase, you must choose from three available Death Benefit
Options. The amount payable under the option chosen will be determined as of
the date of the Insured's death. The Death Benefit may be affected by partial
surrenders. The Death Benefit for all three options will be reduced by the Loan
Account Value plus any accrued interest.

Under Option 1, the Death Benefit will be the greater of the Specified Amount
or Target Face Amount if a Term Insurance Rider is attached to the Policy (see
"Term Insurance Rider"), or the Applicable Percentage of the Total Account
Value. Option 1 generally provides a level Death Benefit.

21
<PAGE>

Under Option 2, the Death Benefit will be the greater of the Specified Amount,
plus the Total Account Value or the Target Face Amount if a Term Insurance
Rider is attached to the Policy (see "Term Insurance Rider"), or the Applicable
Percentage of the Total Account Value. Option 2 provides a varying Death
Benefit which increases or decreases over time, depending on the amount of
premium paid and the investment performance of the underlying funding options
You choose.

Under Option 3, the Death Benefit will be the greater of the Specified Amount
plus the Accumulated Premium(s) accumulated at the Premium Accumulation Rate or
Target Face Amount if a Term Insurance Rider is attached to the Policy (see
"Term Insurance Rider"), or the Applicable Percentage of the Total Account
Value but will not exceed the total Death Benefit paid under Option 2. This
option may only be selected at issue.

The Accumulated Premium is the sum of all the premiums paid from the Date of
Issue accumulated or the Premium Accumulation Rate. You select the Premium
Accumulation Rate at issue. Any rate requested in excess of 10% may be subject
to additional underwriting.

The choice of Death Benefit Option should be based upon the pattern of Death
Benefits which best matches the intended use of the Policy. For example, an
Option 1 Policy should be chosen for a simple, fixed, level total Death Benefit
need. Option 2 would be chosen to provide a level death benefit in addition to
the Policy Total Account Value, and Option 3 would provide a level death
benefit for the Specified Amount plus a return of Accumulated Premiums.

Choosing the option which provides the lowest pattern of Death Benefits which
meets the desired need will be the most efficient for accumulating potential
cash value, since the lower Cost of Insurance charges will improve the growth
or preservation of the Total Account Value. Other than providing the
appropriate pattern of desired Death Benefits, there is no economic advantage
of one option over another, since the Cost of Insurance charges for all three
Options are based upon the amount at risk, the difference between the Death
Benefit and the Total Account Value each month.

The same is true for the choice of a Premium Accumulation Rate under Option 3.
Choice of a higher Premium Accumulation Rate will cause the death benefit to
increase more rapidly, but this will also generate higher Cost of Insurance
charges and lower the potential growth in Total Account Value.

Allocations and Transfers to Funding Options

At purchase, you must decide how to allocate your Net Premiums among the Funds
and/or the Fixed Account. Net Premiums must be allocated in whole percentages.
You should carefully consider current market conditions and each Fund's
investment policies and related risks before allocating money to or
transferring values among the Funds.

Before the Maturity Date, you may transfer Policy values from one Fund to
another at any time, or to the Fixed Account. The Company reserves the right to
charge $25 for each transfer after the twelfth transfer per year. Within 45
days after each Policy anniversary, and before the Maturity Date, you may also
transfer a portion of the Fixed Account Value to one or more Funds. A transfer
from the Fixed Account is allowed only

22
<PAGE>

once in the 45-day period after the Policy anniversary and will be effective as
of the next Valuation Period after your request is received by our
Administrative Office. The amount of such transfer cannot exceed the greater of
20% of the greatest amount held in the Fixed Account Value during the prior 5
years or $1000.

Any transfer among the Funds or to the Fixed Account will result in the
crediting and cancellation of Accumulation Units based on the Accumulation Unit
values determined at the end of the Valuation Period after your request is
received by our Administrative Office. (See "Accumulation Unit Value.") The
Valuation Period is the period of time from when the Company determines the
Accumulation Unit Value and Settlement Option Unit Value of a variable
investment option until the next time it determines such unit value. Currently,
the calculation occurs after the close of business of the New York Stock
Exchange on any normal business day, Monday through Friday, that the New York
Stock Exchange is open.

POLICY VALUES

Total Account Value

The Total Account Value is the sum of the Fixed Account Value, the Separate
Account Value and the Loan Account Value.

We will allocate each Net Premium (the premium paid, less both the premium load
and the premium tax charge) to a funding option in the Separate Account and
credit it in the form of Accumulation Units. An Accumulation Unit is used to
measure the value of a Policyowner's interest in each applicable funding option
used to calculate the value of the variable portion of the Total Account Value
before election of a settlement option. We will credit each Net Premium we
receive after your policy is issued to your Policy at the Accumulation Unit
Value for a selected Fund at the end of the business day we receive it. The
number of Accumulation Units credited is the Net Premium divided by that
Accumulation Unit Value. Shares in each Fund you select will be purchased for
the Separate Account at the Fund's net asset value next computed after we
receive the Net Premium. Since each Fund has its own Accumulation Unit value if
you choose a combination of funding options, you will have Accumulation Units
credited for each funding option.

Separate Account Value is the sum of values in each Separate Account funding
option which is the total number of Accumulation Units times the current
Accumulation Unit Value. To that we add any Fixed Account values and any Loan
Account Values to arrive at the Policy's Total Account Value.

The number of Accumulation Units you have is not changed by any change in the
value of an Accumulation Unit. The number is increased by contributions or
transfers and decreased by charges and withdrawals.

There is no guarantee that the Separate Account Value will equal or exceed Net
Premiums placed in the Separate Account.

We will notify you annually as to the number of Accumulation Units credited to
your Policy for each Fund, the current Accumulation Unit values, the Separate
Account Value, the Fixed Account Value, and the Total Account Value.

23
<PAGE>

Accumulation Unit Value

We convert any Net Premium payment allocated to, or Policy Value transferred to
a variable Sub-Account into Variable Accumulation Units. The Variable
Accumulation Unit Value for a Variable Sub-Account is determined by:

o multiplying the Fund shares owned by the Variable Sub-Account at the
beginning of the business day by Fund the net asset value per share at the
end of the business day and adding any dividend or other distribution during
the business day; minus

o the daily Variable Sub-Account charges which may include a tax charge or
credit; and

o dividing the result of the foregoing subtraction by the number of Variable
Accumulation Units for that Variable Sub-Account at the beginning of the
business day.

The Accumulation Unit Value may increase or decrease from business day to
business day.

Maturity Value

The Maturity Date is the Policy Anniversary nearest the Insured's 100th
birthday.

The Maturity Value of the Policy is the Total Account Value on the Maturity
Date, less the Loan Account Value and any unpaid accrued interest.

Surrender Value

The Surrender Value of your Policy is the amount you can receive in cash by
surrendering the Policy. This equals the Total Account Value minus the Loan
Account Value and any accrued interest, plus any credit for premium loads paid.
All or part of the Surrender Value may be applied to one or more of the
Settlement Options.

POLICY RIGHTS

Partial Surrenders

A partial surrender may be made at any time after the first Policy Year. If, at
the time of a partial surrender your Total Account Value is attributable to
more than one funding option, the transaction charge and the amount paid to you
upon the surrender will be taken proportionately from the Accumulation Unit
values in each funding option.

The amount of a partial surrender may not exceed the Surrender Value on the
date the request is received and may not be less than $500.

Partial surrenders may only be made prior to election of a Settlement Option.

For an Option 1 Death Benefit Policy (see "Death Benefit Options"):

A partial surrender will reduce the Total Account Value, Death Benefit, and
Specified Amount. The Specified Amount and Total Account Value will be reduced
by equal amounts and will reduce any past increases in the reverse order in
which they occurred.

24
<PAGE>

For an Option 2 Death Benefit Policy (see "Death Benefit Options"):

A partial surrender will reduce the Total Account Value and the Death Benefit,
but it will not reduce the Specified Amount.

For an Option 3 Death Benefit Policy (see "Death Benefit Options"):

We will pay you on a full or partial surrender within seven calendar days after
we receive your written request at our Administrative Office in satisfactory
form. Payment may be postponed if the New York Stock Exchange has been closed
or trading has been restricted or an emergency exists. Your payment from the
Fixed Account Values may be deferred up to six months except when used to pay
premiums to the Company.

The Specified Amount remaining in force after a partial surrender may not be
less than $100,000. Any request for partial surrender that would reduce the
Specified Amount below this amount will not be granted. In addition, if,
following the 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 decrease may be limited to the extent
necessary to meet the federal tax law requirements.

If the Specified Amount changes, the Premium required to maintain the
Guaranteed Death Benefit also changes. The new required Premium will be
determined by the new Specified Amount.

Reinstatement of a Lapsed Policy

A lapse occurs if your Monthly Deduction is greater than the Policy's Surrender
Value and no payment to cover the deduction is made within 61 days of our
notifying you, unless your Policy is continued under the Guaranteed Death
Benefit.

You can apply for reinstatement within five years after the date of lapse and
before the Maturity Date. To reinstate your Policy we will require satisfactory
evidence of insurability and an amount sufficient to pay for the current
Monthly Deductions, plus two additional Monthly Deductions. In the event of
reinstatement, the Policy will be reinstated on the monthly deduction day
following our approval. The Policy's total account value at reinstatement will
be the net premium paid less the monthly deduction due that day. Any loan
account value will not be reinstated.

Guaranteed Death Benefit

The Guaranteed Death Benefit assures that as long as the guaranteed death
benefit premium test, as described below, is met, the Policy will stay in force
even if the Surrender Value is insufficient to cover current monthly
deductions. The guaranteed death benefit premium is a specified amount of
premium required to keep the Policy in force to age 100 of the Insured.

We will test annually to determine if the sum of all premiums paid to date is
sufficient to support the guaranteed death benefit then in effect. In order for
the guaranteed death benefit to be in effect, the cumulative premiums paid less
partial

25
<PAGE>

surrenders must be greater than or equal to the required monthly guaranteed
death benefit premium times the number of months elapsed since the Policy's
date of issue.

If these premiums are deficient, the Policy owner will be notified and given 61
days to pay the amount deficient. If the amount deficient is not received
within the 61-day period, the guaranteed death benefit will terminate.

The guaranteed death benefit may not be available to all risk classes. If the
guaranteed death benefit is terminated it may not be reinstated.

Increases, decreases, partial surrenders, and death benefit options changes may
affect the guaranteed death benefit premium. These events and loans may also
affect the Policy's ability to remain in force even if the cumulative annual
guaranteed death benefit test has been met.

Policy Loans

The maximum loan amount is 90% of Total Account Value unless individual state
laws require otherwise. The Loan Account Value, which is the loan amount plus
interest, reduces any proceeds payable.

Any loan made will be taken proportionally from the amount in each funding
option. Repayments on the loan will be allocated in proportion to current
premium allocations, and will reduce the Loan Account Value.

The annual rate we charge during any Policy Year will be:

o the monthly average (Moody's Investors Service, Inc. Composite Yield on
Corporate Bonds) for the calendar month which ends two months before the
month in which the Policy Anniversary occurs, or, if greater,

o 4.8%

This rate may increase only when it would be at least 0.5% higher than the
prior Policy Year's and decrease only when it would be at least 0.5% lower than
the prior Policy Year's.

When you take a loan, we will tell you the current policy loan interest rate.
We will tell you in advance of any interest rate change. You must pay interest
on the anniversary of the loan, or earlier upon surrender, payment of proceeds,
or maturity of a Policy. Any unpaid interest is added to the loan.

The Loan Account Value will earn interest at an annual rate equal to the policy
loan interest rate less an annual rate, which we call a spread, not to exceed
0.80%. In other words:

Annual Loan Interest earned = policy loan interest rate - spread

26
<PAGE>

Currently, the spread is the following:

o For cases with average annual planned premiums of $100,000 or greater but
less than $1,000,000:

<TABLE>
<S> <C>
Years 1-10 0.70%
Years 11 and thereafter 0.35%
</TABLE>

o For cases with average annual planned premiums of $1,000,000 or greater:

<TABLE>
<S> <C>
Years 1-10 0.40%
Years 11-20 0.20%
Years 20 and thereafter 0.10%
</TABLE>

The interest earned by the Loan Account Value will be added to the Fixed
Account Value and the Separate Account Value in the same proportion in which
the loan amount was originally deducted from these values.

Policy Changes

You may make changes to your Policy as described below by submitting a written
request to our Administrative Office in a form satisfactory to us.

Increases: You may increase the Specified Amount of your Policy at any time
subject to satisfactory evidence of insurability which may be required.

Decreases: Generally, you may decrease the Specified Amount of your Policy with
our consent; however, no decrease may reduce the Specified Amount below the
minimum for the type of Policy (see "Death Benefit Options"), and the
availability of decreases before the eighth Policy Year may be subject to
approval of this feature by state regulatory agencies and is subject to the
Company's satisfaction that the decrease is intended to meet a legitimate,
non-insurance related business need of the Policy owner.

o Changes from Option 1 to Option 2 are allowed at any time. The new Specified
Amount will equal the Specified Amount less the Total Account Value at the
time of the change.

o Changes from Option 2 to Option 1 are allowed at any time. The new Specified
Amount will equal the Specified Amount plus the Total Account Value as of the
time of the change.

o Changes from Option 3 to Option 1 are allowed at any time. The Specified
Amount will be increased to equal the Specified Amount prior to the change
plus the lesser of the Accumulated Premiums or the Total Account Value at the
time of the change.

o Changes from Option 3 to Option 2 are allowed at any time. The Specified
Amount will be reduced to equal the Specified Amount prior to the change
minus the greater of zero or the difference between the Total Account Value
and the sum of the Accumulated Premiums at the time of the change.

o Changes from Options 1 or 2 to Option 3 are not allowed.

Increases in the Specified Amount will increase the Guaranteed Death Benefit
Premium and decreases will decrease this premium. The premium required to
maintain the Guaranteed Death Benefit will be based on the new Specified
Amount.

27
<PAGE>

Right to Examine the Policy

The Policy has a "Right to Examine Period" during which you may examine the
Policy. If for any reason you are dissatisfied, it may be returned to our
Administrative Office for a refund. It must be returned within ten days after
you receive the Policy. Some states provide a longer period of time to exercise
these rights. Your Policy will indicate if you have more than 10 days to review
the Policy. If you return (cancel) the Policy, we will pay a refund of (1) the
difference between payments made and amounts allocated to the Separate Account,
plus (2) the value of the amount allocated to the Separate Account as of the
date the returned Policy is received by us, plus (3) any fees imposed on the
amounts allocated to the Separate Account. However, some state laws require
that the refund be equal to all premiums paid, without interest. Refunds will
usually occur within seven days of notice of cancellation, although a refund of
premiums you paid by check may be delayed until the check clears your bank.

DEATH BENEFIT

The Death Benefit under the Policy will be paid in a lump sum within seven days
after we receive due proof of the Insured's death (a certified copy of the
death certificate), unless you or the beneficiary have elected that it be paid
under one or more of the Settlement Options or such options as we may choose to
make available in the future. Payment of the Death Benefit may be delayed if
the Policy is being contested.

POLICY SETTLEMENT

Settlement Options

Proceeds in the form of Settlement Options are payable by the Company upon the
Insured's death, upon Maturity of the Policy, or upon election of one of the
Settlement Options.

Upon the death of the Insured the proceeds of the Policy will be paid to the
Beneficiary(ies) in the form of an annuity in Settlement Option 1, 2 or 3 if
the Beneficiary(ies) so elect. An annuity is a series of payments for a
definite period of time or for the life of an individual. For Settlement Option
4, payments of requested amounts are made at the request of the Payee or
payments may be through one of the other available Settlement Options.

All or part of the Proceeds of this Policy may be applied, under one or more of
the options described below. An election shall be made by written request to
our Administrative Office. The Payee of Proceeds may make this election if no
prior election has been made.

The Payee must designate whether the payments will be:

o on a fixed basis

o on a variable basis, or

o a combination of fixed and variable.

Variable Settlement Options will be supported by the then available Funds of
the Company's Variable Annuity Account N (Account N), a separate account very
similar

28
<PAGE>

to the Separate Account, except that Account N supports variable annuity
benefits rather than variable life insurance benefits. We will provide an
Account N prospectus in connection with selection of a Settlement Option. That
prospectus will describe the available Funds, the cost and expenses of such
Funds and the charges imposed on Account N. The available Funds may be and the
charges imposed on Account N are expected to be different from those that
relate to the Separate Account prior to commencement of a Settlement Option.
Accordingly, you should review the Account N prospectus, as well as
prospectuses for Account N's underlying Funds, prior to selecting any variable
payment Settlement Option. A minimum monthly payment of $50 from each funding
option will be required.

You make transfers among Funds while receiving payments on a variable basis
under our administrative procedures in effect at the time. Currently, we limit
the number of transfers to three per calendar year, but we can change this
limit in the future.

If no designation is made, the Separate Account Value shall be used to provide
a variable payment, and the Fixed Account Value shall be used to provide a
fixed payment.

If a fixed annuity is chosen, the annuity purchase rate for the option chosen
will reflect at least the minimum guaranteed interest rate of 3.0%.

Annuity Payment Options:

Option 1 -- Life Annuity/Life Annuity with Guaranteed Period -- Fixed and/or
variable annuity payments will be made for the lifetime of the Annuitant with
no certain period, or life and a 10 year certain period, or life and a 20 year
certain period.

Option 2 -- Unit Refund Life Annuity -- Variable annuity payments will be made
for the lifetime of the Annuitant with the guarantee that upon death, if (a)
the number of the Fund settlement option annuity units initially purchased
(determined by dividing the total dollar amount applied to purchase this
settlement option by the Fund settlement option annuity unit value on the
Annuity Commencement Date) is greater than (b) the number of Fund settlement
option annuity units paid as part of each variable annuity benefit payment
multiplied by the number of annuity benefit payments paid prior to death; then
a refund payment equal to the number of Fund settlement option annuity units
determined by (a) minus (b) will be made. The refund payment value will be
determined using the Fund settlement option annuity unit value on the Valuation
Date on which the death claim is approved by us for payment after we have
received (1) proof of death acceptable to us; (2) written authorization for
payment; and (3) all claim forms, fully completed.

Option 3 -- Cash Refund Life Annuity -- Fixed annuity payments will be made for
the lifetime of the Annuitant with the guarantee that upon death, if (a) the
total dollar amount applied to purchase this option is greater than (b) the
fixed annuity benefit payment multiplied by the number of annuity benefit
payments paid prior to death; then a refund payment equal to the dollar amount
of (a) minus (b) will be made. The refund payment will be made on the Valuation
Date on which the death claim is approved by us for payment after we are in
receipt of (1) proof of death acceptable to us; (2) written authorization for
payment; and (3) all claim forms, fully completed.

29
<PAGE>

Option 4 -- Joint Life Annuity/Joint Life Annuity with Guaranteed Period --
Fixed and/or variable payments will be made during the joint life of the
Annuitant and a Joint Annuitant of the Owner's choice. Payments will be made
for life with no certain period, or life and a 10 year certain period, or life
and a 20 year certain period. Payments continue for the life of the survivor at
the death of the Annuitant or Joint Annuitant.

Other Options -- other options may be available as agreed upon in writing by
us.

TERM INSURANCE RIDER

The Policy can be issued with a Term Insurance Rider as a portion of the total
Death Benefit. The Rider provides term life insurance on the life of the
Insured, which is annually renewable to Attained Age 100. This rider will
continue in effect unless explicitly canceled by the Policy owner. The Rider
provides a vehicle for short-term insurance protection for Policy owners who
desire lower required premiums under the Policy, in anticipation of growth in
Total Account Value to fund life insurance coverage in later Policy Years. The
amount of coverage provided under the Rider's Benefit Amount varies from month
to month.

The Benefit Amount is the Target Face Amount minus the Specified Amount.
However, if the Death Benefit of the Policy is defined as a percentage of the
Total Account Value, the Benefit Amount is zero.

The cost of the Rider is added to the Monthly Deductions, and is based on the
Insured's premium class, Issue Age and the number of Policy Years elapsed. We
may adjust the monthly rider rate from time to time, but the rate will never
exceed the guaranteed cost of insurance rates for the Rider for that Policy
Year.

If the Policy's Death Benefit increases as a result of an increase in Total
Account Value (see "Life Insurance Qualification"), the Rider's Target Death
Benefit will be reduced by an equivalent amount to maintain the total desired
Death Benefit.

The Rider's Death Benefit is included in the total Death Benefit paid under the
Policy. (See "Death Benefit Options.")

THE COMPANY

The Company is registered as a broker-dealer under the Securities Exchange Act
of 1934 and is a member of the National Association of Securities Dealers, Inc.

Directors and Officers of Lincoln Life

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

30
<PAGE>

<TABLE>
<CAPTION>
Name, Address and
Position(s) with Registrant Principal Occupations Last Five Years
- ----------------------------- -----------------------------------------------------
<S> <C>
Roland C. Baker Vice President [1/95-present], The Lincoln National
Vice President and Life Insurance Co., President and Director, First
Director Penn Pacific Life Insurance Company. Formerly:
1801 S. Meyers Chairman and CFO [7/88 - 1/95], Baker, Ralish,
Road Shipley and Politzer, Inc.
Oakbrook Terrace,
Ill. 60181

Jon A. Boscia President, Chief Executive Officer and Director,
President and Lincoln National Corporation [1/98-present]
Director Formerly: President, Chief Executive Officer and
1500 Market Street Director [10/96-1/98] and President and Chief
Suite 3900 Operating Officer [5/94-10/96]. The Lincoln National
Philadelphia, PA Life Insurance Company.
19102

John Gotta Chief Executive Officer of Life Insurance, Senior
Chief Executive Vice President and Assistant Secretary [12/99-
Officer of Life present] The Lincoln National Life Insurance
Insurance, Senior Company. Formerly: Senior Vice President and
Vice President and Assistant Secretary [4/98-12/99]; Senior Vice
Assistant Secretary President [2/98-4/98]; Vice President and General
350 Church Street Manager [1/98-2/98] The Lincoln National Life
Hartford, CT 06103 Insurance Co. Formerly: Senior Vice Vice President,
Connecticut General Life Insurance Company
[3/96-12/97]; Vice President, Connecticut
(Massachusetts Mutual) Mutual Life Insurance
Company [8/94-3/96].

J. Michael Hemp President [11/96-Present], Lincoln Financial
Senior Vice Advisors Corp.; Vice President [10/95-Present],
President Lincoln National Life Insurance Co. Formerly:
350 Church Street Regional Chief Executive Officer [11/79-10/95],
Hartford, CT 06103 Lincoln Dallas RMO.

Stephen H. Lewis Interim Chief Executive Officer of Annuities and
Interim Chief Senior Vice President, [12/99-present], Formerly:
Executive Officer Senior Vice President, [5/94-12/99] The Lincoln
and Senior Vice National Life
President Insurance Co.

H. Thomas President and Director 5/94-present, Lincoln
McMeekin Investment Management, Inc.
Director
One Commerce
Square
2005 Market Street
Philadelphia, PA
19013

Gary W. Parker Vice President, Product Management, [7/98-
Vice President present] The Lincoln National Life Insurance Co.
350 Church Street Formerly: Senior Vice President, Life Products
Hartford, CT 06103 [10/97-6/98]; Vice President, Marketing Services
[9/89-10/97] Life of Virginia.
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
Name, Address and
Position(s) with Registrant Principal Occupations Last Five Years
- ----------------------------- -------------------------------------------------------
<S> <C>
Lawrence T. Executive Vice President [10/96-present] Formerly:
Rowland Senior Vice President [1/93-10/96]), The Lincoln
Executive Vice National Life Insurance Co. Chairman, Chief
President and Executive Officer, President and Director [10/96-
Director present], Formerly: Senior Vice President [10/95-10/
One Reinsurance 96]; Vice President [10/91-10/95] Lincoln National
Place Reassurance Co.
1700 Magnavox
Way
Fort Wayne, Ind
46802

Keith J. Ryan Vice President, Controller and Chief Accounting
Vice President, Officer [1/96-present] The Lincoln National Life
Controller and Insurance Co.
Chief Accounting
Officer

Todd R. Senior Vice President, Chief Financial Officer and
Stephenson Assistant Treasurer [3/99-present] Formerly: Senior
Senior Vice Vice President and Chief Operating Officer [1/98-3-
President, Chief 99], Lincoln Life & Annuity Distributors, Inc.; Senior
Financial Officer and Vice President and Chief Operating Officer [1/98-3/
Assistant Treasurer 99] Lincoln Financial Advisors Corp., Senior Vice
President, Treasurer, Chief Financial Officer and
Director, American States Insurance Co. [2/95-12/
97], and Vice President, Corporate Accounting,
American States Insurance Co. [5/92-2/95]

Richard C. Executive Vice President and Chief Financial Officer
Vaughan [1/95-present] Formerly: Senior Vice President and
Director Chief Financial Officer [6/92-1/95] Lincoln National
Centre Square Corp.
West Tower
1500 Market Street
Suite 3900
Philadelphia, PA
19102

Michael R. Senior Vice President [1/98-present], Vice President
Walker [1/96-1/98] The Lincoln National Life Insurance Co.
Senior Vice Formerly: Vice President [3/93-1/96], Employers
President Health Insurance Co.

Roy V. Washington Vice President [7/96-present], formerly, Associate
Vice President Counsel [2/95-7/96] The Lincoln National Life
Insurance Co. Formerly: Director of Compliance
[8/94-2/95], Lincoln Investment Management, Inc.
</TABLE>

ADDITIONAL INFORMATION

Reports to Policyowners

Within 30 days after each Policy Anniversary and before proceeds are applied to
a Settlement Option, we will send you a report containing the following
information:

o a statement of changes in the Total Account Value and Surrender Value since
the prior report or since the Date of Issue, if there has been no prior
report. This

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<PAGE>

includes a statement of Monthly Deductions and investment results and any
interest earnings for the report period;

o Surrender Value, Death Benefit, and any Loan Account Value as of the Policy
Anniversary;

o a projection of the Total Account Value, Loan Account Value and Surrender
Value as of the succeeding Policy Anniversary.

If you have Policy values funded in a Separate Account you will receive, in
addition, such periodic reports as may be required by the Commission.

Some state laws require additional reports; these requirements vary from state
to state.

Right to Instruct Voting of Fund Shares

In accordance with our view of present applicable law, we will vote the shares
of each of the Funds held in each Separate Account. The votes will be cast at
meetings of the shareholders of the Fund and will be based on instructions
received from Policy owners. However, if the 1940 Act or any regulations
thereunder should be amended or if the present interpretation thereof should
change, and as a result we determine that we are permitted to vote the shares
of the Fund in our own right, we may elect to do so.

The number of Fund shares which each Policy owner is entitled to direct a vote
is determined by dividing the portion of Total Account Value attributable to a
Fund, if any, by the net asset value of one share in the Fund. Where the value
of the Total Account Value or the Valuation Reserve relates to more than one
Fund, the calculation of votes will be performed separately for each Fund. The
number of shares which a person has a right to vote will be determined as of a
date to be chosen by us, but not more than 90 days before the meeting of the
Fund. Voting instructions will be solicited by written communication at least
14 days before such meeting. Fund shares for which no timely instructions are
received, and Fund shares which are not otherwise attributable to Policy
owners, will be voted by us in the same proportion as the voting instructions
which are received for all Policies participating in each Fund through the
Separate Account.

Policy owners having a voting interest will receive periodic reports relating
to the Fund, proxy material and a form for giving voting instructions.

Disregard of Voting Instructions

We may, when required by state insurance regulatory authorities, disregard
voting instructions if the instructions require that the shares be voted so as
to cause a change in the sub-classification or investment objectives of a Fund
or to approve or disapprove an investment advisory contract for a Fund. In
addition, we may disregard voting instructions in favor of changes initiated by
a Policy owner in the investment policy or the investment adviser of a Fund if
we reasonably disapprove of such changes.

A change would be disapproved only if the proposed change is contrary to state
law or prohibited by state regulatory authorities, or we determined that the
change would have an adverse effect on the Separate Account in that the
proposed investment policy for a Fund may result in overly speculative or
unsound investments.

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<PAGE>

In the event we do disregard voting instructions, a summary of that action and
the reasons for such action will be included in the next annual report to
Policy owners.

State Regulation

We are subject to regulation and supervision by the Insurance Department of the
state of Indiana, which periodically examines our affairs. We are also subject
to the insurance laws and regulations of all jurisdictions where we are
authorized to do business. The Policies have been approved by the Insurance
Department of the State of Indiana and in other jurisdictions where they are
offered.

We are required to submit annual statements of our operations, including
financial statements, to the insurance departments of the various jurisdictions
in which we do business, for the purposes of determining solvency and
compliance with local insurance laws and regulations.

Legal Matters

Lincoln Life is involved in various pending or threatened legal proceedings
arising from the conduct of its business. Most of these proceedings are routine
and in the ordinary course of business. In some instances they include claims
for unspecified or substantial punitive damages and similar types of relief in
addition to amounts for equitable relief. After consultation with legal counsel
and a review of available facts, it is management's opinion that the ultimate
liability, if any, under these suits will not have a material adverse effect on
the financial position of Lincoln Life.

Lincoln Life is presently defending four lawsuits in which Plaintiffs seek to
represent national classes of policyholders in connection with alleged fraud,
breach of contract and other claims relating to the sale of interest-sensitive
universal and participating whole life insurance policies. As of the date of
this prospectus, the courts have not certified a class in any of the suits.
Plaintiffs seek unspecified damages and penalties for themselves and on behalf
of the putative class. Although the relief sought in these cases is
substantial, the cases are in the preliminary stages of litigation, and it is
premature to make assessments about potential loss, if any. Management is
defending these suits vigorously. The amount of liability, if any, which may
ultimately arise as a result of these suits cannot be reasonably determined at
this time.

The Registration Statement

A Registration Statement under the 1933 Act has been filed with the Commission
relating to the offering described in this Prospectus. This Prospectus does not
include all the information set forth in the Registration Statement, certain
portions of which have been omitted pursuant to the rules and regulations of
the Commission. The omitted information may be obtained at the Commission's
principal office in Washington, DC, upon payment of the Commission's prescribed
fees.

Distribution of the Policies

The Policy will be sold by individuals and entities, who in addition to being
appointed as life insurance agents for Lincoln Life are also registered
representatives of Lincoln Financial Advisors, Inc. or of other registered
broker-dealers who maintain a selling relationship with Lincoln Life.
Registered broker-dealers and registered representatives of broker-dealers
ordinarily receive commission and service fees up to 35% of the first year
premium as defined and limited by Internal Revenue

34
<PAGE>

Code Section 7702, plus up to 10% of all other premiums paid. A registered
representative or registered broker-dealer may be required to return all or
part of any commission if the Policy is not continued for a certain period. All
compensation is paid from Lincoln Life resources, which include sales charges
made under this policy.

Records and Accounts

Andesa, TPA, Inc., Suite 502, 1621 N. Cedar Crest Boulevard, Allentown,
Pennsylvania, will act as a Transfer Agent on behalf of Lincoln Life as it
relates to the policies described in this Prospectus. In the role of a Transfer
Agent, Andesa will perform administrative functions, such as decreases,
increases, surrenders and partial surrenders, fund allocation changes and
transfers on behalf of the Company.

All records and accounts relating to the Separate Account and the Funds shares
held in the Separate Account will be maintained by the Company. All financial
transactions will be handled by the Company. All reports required to be made
and information required to be given will be provided by Andesa on behalf of
the Company.

Experts

Financial Statements, actuarial and legal opinions to be filed by amendment.

Advertising

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

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

35
<PAGE>

TAX MATTERS

General

The following is a discussion of the federal income tax considerations relating
to the Policy. This discussion is based on the Company's understanding of
federal income tax laws as they now exist and are currently interpreted by the
Internal Revenue Service ("IRS"). These laws are complex, and tax results may
vary among individuals. A person or persons contemplating the purchase of or
the exercise of elections under the Policy described in this Prospectus should
seek competent tax advice.

Federal Tax Status of the Company

The Company is taxed as a life insurance company in accordance with the Code.
For federal income tax purposes, the operations of each Separate Account form a
part of the Company's total operations and are not taxed separately, although
operations of each Separate Account are treated separately for accounting and
financial statement purposes.

Under existing federal income tax law, the Company believes that the Separate
Account investment income and realized net capital gains will not be taxed to
the extent that such income and gains are applied to increase the reserves
under the contracts. Accordingly, the Company does not anticipate that it will
incur any federal income tax liability attributable to the Separate Account.
Therefore, the Company does not intend to make provisions for any such taxes.
However, the Company reserves the right to make a deduction for such taxes
should they be imposed with respect to such items in the future.

Life Insurance Qualification

Section 7702 of the Code includes a definition of life insurance for tax
purposes. The Code and IRS rules generally place limits on the amount of
premiums payable under the contract and the level of cash surrender value. In
no event may the total of all premiums paid exceed the then-current maximum
premium limitations established by federal law for a Policy to qualify as life
insurance. If, at any time, a premium is paid which would result in total
premiums exceeding such maximum premium limitation, we will only accept that
portion of the premium which will make total premiums equal the maximum. Any
part of the premium in excess of that amount will be returned or applied as
otherwise agreed and no further premiums will be accepted until allowed by the
then-current maximum premium limitations prescribed by law. The Secretary of
the Treasury has been granted authority to prescribe regulations to carry out
the purposes of Section 7702, and proposed regulations governing mortality
charges were issued in 1991. The Company believes that the Policy meets the
statutory definition of life insurance. As such, and assuming the
diversification standards of Section 817(h) (discussed below) are satisfied,
then except in limited circumstances (a) death benefits paid under the Policy
should generally be excluded from the gross income of the beneficiary for
federal income tax purposes under Section 101(a)(1) of the Code, and (b) a
Policyowner should not generally be taxed on the cash value under a Policy,
including increments thereof, prior to actual receipt. The principal exceptions
to these rules are corporations that are subject to the alternative minimum
tax, and thus may be subject to tax on increments in the Policy's Total Account
Value, and Policyowners who acquire a Policy in a "transfer for value" and thus
can become subject to tax on the portion of

36
<PAGE>

the Death Benefit which exceeds the total of their cost of acquisition and
subsequent premium payments.

The Company intends to comply with any future final regulations issued under
Sections 7702 and 817(h) of the Code, and therefore reserves the right to make
such changes as it deems necessary to ensure such compliance. Any such changes
will apply uniformly to affected Policyowners and will be made only after
advance written notice.

General Rules

Upon the surrender or cancellation of any Policy, whether or not it is a
Modified Endowment Contract, the Policyowner will be taxed on the Surrender
Value only to the extent that it exceeds the gross premiums paid less prior
untaxed withdrawals. The amount of any unpaid Policy Loans will, upon
surrender, be added to the Surrender Value and will be treated for this purpose
as if it had been received.

Assuming the Policy is not a Modified Endowment Contract, the proceeds of any
Partial Surrenders are generally not taxable unless the total amount received
due to such surrenders exceeds total premiums paid less prior untaxed Partial
Surrender amounts. However, Partial Surrenders made within the first 15 Policy
Years may be taxable in certain limited instances where the Surrender Value
plus any unpaid Policy debt exceeds the total premiums paid less the untaxed
portion of any prior Partial Surrenders. This result may occur even if the
total amount of any Partial Surrenders does not exceed total premiums paid to
that date.

Loans received under the Policy will ordinarily be considered indebtedness of
the Policy owner, and assuming the Policy is not considered a Modified
Endowment Contract, Policy Loans will not be treated as current distributions
subject to tax. Generally, amounts of loan interest paid by individuals will be
considered nondeductible "personal interest."

Modified Endowment Contracts

A class of contracts known as "Modified Endowment Contracts" has been created
under Section 7702A of the Code. The tax rules applicable to loan proceeds and
proceeds of a Partial Surrender of any Policy that is considered to be a
Modified Endowment Contract will differ from the general rules noted above.

A contract will be considered a Modified Endowment Contract if it fails the
"7-pay test." A Policy fails the 7-pay test if, at any time in the first seven
Policy Years, the amount paid into the Policy exceeds the amount that would
have been paid had the Policy provided for the payment of seven (7) level
annual premiums. In the event of a distribution under the Policy, the Company
will notify the Policyowner if the Policy is a Modified Endowment Contract.

In addition, each Policy is subject to the 7-pay test during the first seven
Policy Years following the time a material change takes effect. A material
change, for these purposes, includes the exchange of a life insurance policy
for another life insurance policy or the conversion of a term life insurance
policy into a whole life or universal life insurance policy. In addition, an
increase in the future benefits provided constitutes a material change unless
the increase is attributable to (1) the payment of premiums necessary to fund
the lowest Death Benefit payable in the first seven Policy Years or (2) the
crediting of interest or other earnings with respect to such

37
<PAGE>

premiums. A reduction in death benefits during the first seven Policy Years may
also cause a Policy to be considered a Modified Endowment Contract.

If the Policy is considered to be a Modified Endowment Contract, the proceeds
of any Partial Surrenders, any Policy Loans and most assignments will be
currently taxable to the extent that the Policy's Total Account Value
immediately before payment exceeds gross premiums paid (increased by the amount
of loans previously taxed and reduced by untaxed amounts previously received).
These rules may also apply to Policy Loans or Partial Surrender proceeds
received during the two-year period prior to the time that a Policy becomes a
Modified Endowment Contract. If the Policy becomes a Modified Endowment
Contract, it may be aggregated with other Modified Endowment Contracts
purchased by you from the Company (and its affiliates) during any one calendar
year for purposes of determining the taxable portion of withdrawals from the
Policy.

A penalty tax equal to 10% of the amount includable in income will apply to the
taxable portion of the proceeds of any Policy Surrender or Policy Loan received
by any Policyowner of a Modified Endowment Contract who is not an individual.
Taxable policy distributions made to an individual who has not reached the age
of 591/2 will also be subject to the penalty tax unless those distributions are
attributable to the individual becoming disabled, or are part of a series of
equal periodic payments made not less frequently than annually for the life or
life expectancy of such individual (i.e., an annuity).

Diversification Standards

Section 817(h) of the Code provides that separate account investments (or the
investments of a mutual fund, the shares of which are owned by separate
accounts of insurance companies) underlying the Policy must be "adequately
diversified" in accordance with Treasury regulations in order for the Policy to
qualify as life insurance. The Treasury Department has issued regulations
prescribing the diversification requirements in connection with variable
contracts. The Separate Account, through the Funds, intends to comply with
these requirements.

Investor Control

In certain circumstances, owners of variable contracts may be considered the
owners for federal income tax purposes of the assets of the separate account
used to support their contracts. In those circumstances, income and gains from
separate account assets would be includable in the variable contract owner's
gross income. In several rulings published prior to the enactment of Section
817(h), the IRS stated that a variable contract owner will be considered the
owner of separate account assets if the contract owner possesses incidents of
ownership in those assets, such as the ability to exercise investment control
over the assets. The Treasury Department has also announced, in connection with
the issuance of regulations under Section 817(h) concerning diversification,
that those regulations "do not provide guidance concerning the circumstances in
which investor control of the investments of a segregated asset account may
cause the investor (i.e., you), rather than the insurance company, to be
treated as the owner of the assets in the account." This announcement also
stated that guidance would be issued by way of regulations or rulings on the
"extent to which Policyowners may direct their investments to particular Funds
without being treated as owners of the underlying assets." As of the date of
this Prospectus, no such guidance has been issued.

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<PAGE>

The ownership rights under the Policy are similar to, but different in certain
respects from those described by the IRS in pre-Section 817(h) rulings in which
it was determined that Policy owners were not owners of separate account
assets. For example, a Policy owner has additional flexibility in allocating
premium payments and account values. While the Company does not believe that
these differences would result in a Policy owner being treated as the owner of
a pro rata portion of the assets of the Separate Account, there is no
regulation or ruling of the IRS that confirms this conclusion. In addition, the
Company does not know what standards will be set forth, if any, in the
regulations or rulings which the Treasury Department has stated it expects to
issue. The Company therefore reserves the right to modify the Policy as
necessary or to limit the number of variable options available to attempt to
prevent a Policyowner from being considered the owner of a pro rata share of
the assets of the Separate Account.

Other Tax Considerations

Business-owned life insurance may be subject to certain additional rules.
Section 264(a)(1) of the Code generally prohibits employers from deducting
premiums on policies covering officers, employees or other financially
interested parties where the employer is a beneficiary under the Policy.
Additions to the Policy's Total Account Value may also be subject to tax under
the corporation alternative minimum tax provisions. In addition, Section
264(a)(4) of the Code limits the Policy owner's deduction for interest on loans
taken against life insurance covering the lives of officers, employees, or
others financially interested in the Policy owner's trade or business. Under
current tax law, interest may generally be deducted on an aggregate total of
$50,000 of loans per covered life only with respect to life insurance policies
covering each officer, employee or others who may have a financial interest in
the Policy owner's trade or business and are considered key persons.

Generally, a key person means an officer or a 20 percent owner. However, the
number of key persons will be limited to the greater of (a) 5 individuals, or
(b) the lesser of 5 percent of the total officers and employees of the taxpayor
or 20 individuals. Deductible interest for these contracts will be capped based
on applicable Moody's Corporate Bond Rate. Section 264 (f) of the Code denies a
deduction for a portion of a Policyowner's otherwise deductible interest that
is allocable to nonborrowed policy cash values. The nondeductible interest
amount is the amount that bears the same ratio to such interest as the
company's average nonborrowed cash values of life insurance and annuity
policies issued after June 8, 1997 bears to the sum of the average nonborrowed
cash values of policies plus the average adjusted tax basis of other assets
owned by the company. This provision does not apply to policies in which the
insured is a 20 percent owner, officer, director or employee of the business,
including policies jointly covering such individual and his or her spouse. The
rule also will not apply where the Policyowner is a natural person, unless a
trade or business is directly or indirectly the beneficiary of the policy.

Depending on the circumstances, the exchange of a policy, a change in the
Policy's Death Benefit Option, a Policy Loan, a Full or Partial Surrender, a
change in Ownership or an assignment of the Policy may have federal income tax
consequences. In addition, federal, state and local transfer, estate,
inheritance and other tax consequences of policy ownership, premium payments
and receipt of policy proceeds depend on the circumstances of each Policy owner
or beneficiary. Any person concerned about these tax implications should
consult a competent tax advisor before initiating any transaction.

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<PAGE>

MISCELLANEOUS POLICY PROVISIONS

The Policy, including riders, which you receive and the application you make
when you purchase the Policy are the whole contract. A copy of the application
is attached to the Policy when it is issued to you. Any application for
changes, once approved by us, will become part of the Policy.

Payment of Benefits

All benefits are payable by us. We may require submission of the Policy before
we grant loans, make changes or pay benefits.

Age

If age is misstated on the application, the amount payable on death will be
that which would have been purchased by the most recent monthly deduction at
the current age.

Incontestability

We will not contest coverage under the Policy after the Policy has been in
force during the lifetime of the insured for a period of two years from the
Policy's Date of Issue.

For coverage which takes effect on a later date (e.g., an increase in
coverage), we will not contest such coverage after it has been in force during
the lifetime of the Insured more than two years from its effective date.

Suicide

In most states, if the Insured commits suicide within two years from the Date
of Issue, the only benefit paid will be the sum of:

a) premiums paid less amounts allocated to the Separate Account; and

b) the Separate Account Value on the date of suicide, plus the portion of the
Monthly Deduction from the Separate Account Value, minus

c) the amount necessary to repay any loans in full and any interest earned on
the Loan Account Value transferred to the Separate Account Value, and any
surrenders from the Fixed Account.

If the Insured commits suicide within two years from the effective date of any
increase in coverage, we will pay as a benefit only the Monthly Deduction for
the increase, in lieu of the face amount of the increase.

All amounts described in (a) and (c) above will be calculated as of the date of
death.

Coverage Beyond Maturity

We will continue coverage beyond the Maturity Date if: (1) your Cash
Surrender Value remains positive; and (2) you do not select a Settlement Option
under the policy. The Maturity Date for this Policy is the Policy Anniversary
nearest the Insured's 100th birthday.

Under Coverage Beyond Maturity, at the Maturity Date we will transfer the
Separate Account Value to the Fixed Account. We will then continue to pay
interest on the Total Account Value of the Policy as described in Policy
Values--Interest Credited.

Where permitted by law we will continue to charge you Monthly Deductions,
except that we will not charge you any Cost of Insurance. In addition, Loan
Interest on any loans outstanding on the Maturity Date will continue to accrue.
Coverage Beyond Maturity is not available if you select the Paid-Up
Non-Forfeiture Option. Also, the Paid-Up Non-Forfeiture Option will not be
available once this Coverage Beyond Maturity provision takes effect.

At this time, uncertainties exist about the tax treatment of the Policy if it
should continue beyond the Maturity Date. Therefore, you should consult your tax
advisor before the Policy becomes eligibeytrle for Coverage Beyond Maturity.

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<PAGE>

4%; at our discretion we may also pay excess interest from time to time. Where
permitted by law we will continue to charge you Monthly Deductions, except that
we will not charge you any Cost of Insurance. In addition, Loan Interest on any
loans outstanding on the Maturity Date will continue to accrue. Coverage Beyond
Maturity is not available if you select the Paid-Up Non-Forfeiture Option.

At this time, uncertainties exist about the tax treatment of the Policy if it
should continue beyond the Maturity Date. Therefore, you should consult your
tax advisor before the Policy becomes eligible for Coverage Beyond Maturity.

Nonparticipation

The Policy is not entitled to share in the divisible surplus of the Company. No
dividends are payable.

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<PAGE>

Appendix A

Illustrations of Death Benefit, Total Account Values and Surrender Values.

To be Updated by Amendment

The following tables illustrate how the Death Benefit, Total Account Values and
Surrender Values of a Policy change with the investment experience of the
variable funding options. The tables show how the Death Benefit, Total Account
Values and Surrender Values of a Policy issued with an insured of a given age
and a given premium would vary over time if the investment return on the assets
held in each Fund were a uniform, gross after tax annual rate of 0%, 6%, and
12%, respectively.

Tables I, II, VII and VIII illustrate Policies issued on a unisex basis, age
45, in the preferred nonsmoker rate class for fully underwriting issue. Tables
III, IV, IX and X illustrate Policies issued on a unisex basis, age 45 in the
nonsmoker rate class for guaranteed issue underwriting. Tables V, VI, XI and
XII illustrate Policies issued on a unisex basis, age 45 in the nonsmoker rate
class for simplified issue underwriting. Tables I through VI show values under
the Guideline Premium Test for the definition of life insurance, and Tables VII
through XII show values under the Cash Value Accumulation Test for the
definition of life insurance. The Death Benefit, Total Account Values, and
Surrender Values would be different from those shown if the gross annual
investment rates of return averaged 0%, 6%, and 12%, respectively, over a
period of years, but fluctuated above and below those averages for individual
Policy Years.

The second column of each table shows the accumulated values of the premiums
paid at an assumed rate of 5%. The third through fifth columns illustrate the
Death Benefit of a Policy over a designated period. The sixth through eighth
columns illustrate the Total Account Values, while the ninth through eleventh
columns illustrate the Surrender Values of each Policy over the designated
period. Tables I, III, V, VII, IX and XI assume the maximum Cost of Insurance
allowable under the Policy is charged in all Policy Years. These tables also
assume that the maximum allowable mortality and expense risk charge of 0.80% on
an annual basis, the maximum allowable premium load of 12% up to the first
year's Target Premium and 5% over the Target Premium, are assessed in the first
Policy Year; the maximum allowable premium load of 9% up to the second year's
Target Premium and 5% over the Target Premium, are assessed in the second
through fifth Policy Year and 5% on all premium in all Policy years thereafter.

Tables II, IV, VI, VIII, X and XII assume that the current scale of Cost of
Insurance rates applies during all policy years. These tables also assume the
current mortality and expense risk charge of 0.70% on an annual basis for the
first 10 policy years and 0.35% for policy years 11 and thereafter, the current
premium load of 10.5% up to the first year's target premium and 1.0% over the
target premium are assumed in the first policy year, the current premium load
of 7.5% up to the second through the fifth years' target premiums and 1.0% over
the target premiums are assumed in the second through the fifth policy years,
the current premium load of 3.5% up to the sixth and the seventh years' target
premiums and 1.0% over the target premiums are assumed in the sixth and the
seventh policy years, 1.0% on all premium in all policy years thereafter.

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<PAGE>

The amounts shown for Death Benefit, Surrender Values, and Total Account Values
reflect the fact that the net investment return is lower than the gross return
on the assets held in each Fund as a result of expenses paid by each Fund and
Separate Account charges levied.

The values shown take into account the daily investment advisory fee and other
Fund expenses paid by each Fund. See individual prospectuses for each Fund for
more information.

In addition, these values reflect the application of the mortality and expense
risk charge, premium load and an assumed premium tax charge of 2.05% on all
premium. After deduction of these amounts, the illustrated net annual return is
____%, ___% and ____% on a maximum charge basis for all years. The illustrated
net annual return on a current charge basis is ____%, ____% and ____% for
Policy Years 1-10 and ____%, ____% and ____% for Policy Years 11 and
thereafter.

The amounts shown also reflect the deduction of Fund investment advisory fees
and other expenses which will vary depending on which funding vehicle is chosen
but which are assumed for purposes of these illustrations to be equivalent to
an annual effective rate of ____% of the daily net asset value of the Variable
Account. This rate reflects an arithmetic average of total Fund portfolio
annual expenses for the year ending December 31, 1999.

The hypothetical values shown in the tables do not reflect any Separate Account
charges for federal income taxes, since we are not currently making such
charges. However, such charges may be made in the future, and in that event,
the gross annual investment rate of return would have to exceed 0%, 6% or 12%
by an amount sufficient to cover the tax charges in order to produce the Death
Benefit, Total Account Values, and Surrender Values illustrated.

The tables illustrate the Policy Values that would result based upon the
hypothetical investment rates of return if premiums were paid as indicated, if
all Net Premiums were allocated to Account S, and if no Policy loans have been
made. The tables are based on the assumptions that the Policyowner has not
requested an increase or decrease in the Specified Amount of the Policy, and no
partial surrenders have been made.

Upon request, we will provide an illustration based upon the proposed Insured's
age and underwriting classification, the Specified Amount or premium requested,
the proposed frequency of premium payments and any available riders requested.

The hypothetical gross annual investment return assumed in such an illustration
will not exceed 12%.

43
<PAGE>

Table I

FLEXIBLE PREMIUM CORPORATE VARIABLE UNIVERSAL LIFE INSURANCE POLICY
UNISEX ISSUE AGE 45 NONSMOKER RISK
SIMPLIFIED ISSUE
GUARANTEED INSURANCE COSTS AND MAXIMUM CHARGES ASSUMED
$10,000 ANNUAL PREMIUM
GUIDELINE PREMIUM TEST
FACE AMOUNT $796,000
DEATH BENEFIT OPTION 1

<TABLE>
<CAPTION>
Premiums Death Benefit Total Account Value Surrender Value
Accumulated Gross Annual Investment Gross Annual Investment Gross Annual Investment
at Return of Return of Return of
Policy 5% Interest ------------------------------- ------------------------------- -------------------------------
Year Per Year Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12%
- ------ ----------- -------- -------- --------- -------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 To be filed by amendment
2
3
4
5
6
7
8
9
10
15
20
25
30
20 (Age 65)
</TABLE>

If premiums are paid more frequently than annually, the Death Benefits, Total
Account Values, and Cash Surrender Values would be less than those illustrated.
If a larger premium is paid, the Surrender Value as a percentage of the Total
Account Value will be greater than or equal to those illustrated. If a smaller
premium is paid, the Surrender Value as a percentage of the Total Account Value
will be less than or equal to those illustrated. Where a zero value is shown,
the Policy will lapse without payment of additional premium.

Assumes no Policy loan has been made. Guaranteed cost of insurance rates
assumed. Maximum mortality and expense risk charges, administrative charges,
and premium load assumed.

These investment results are illustrative only and should not be considered a
representation of past or future investments 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 Fund's rate of return. The
Total Account Value and Cash Surrender Value for a Policy would be different
from those shown in 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 definitely be achieved for any one year or sustained over a period
of time.

44
<PAGE>

Table II

FLEXIBLE PREMIUM CORPORATE VARIABLE UNIVERSAL LIFE INSURANCE POLICY
UNISEX ISSUE AGE 45 NONSMOKER RISK
SIMPLIFIED ISSUE
CURRENT INSURANCE COSTS AND CURRENT CHARGES ASSUMED
$10,000 ANNUAL PREMIUM
GUIDELINE PREMIUM TEST
FACE AMOUNT $796,000
DEATH BENEFIT OPTION 1

Assumes no Policy loan has been made. Current cost of insurance rates assumed.
Current mortality and expense risk charges, administrative charges, and premium
load assumed. The current mortality and expense risk charges may be reduced
from 0.70% to 0.35% in Policy Years 11 and thereafter. Beginning in Policy
Years 11 and thereafter, the illustrated net annual return is --%, --%,
and --%.

45
<PAGE>

Table III

FLEXIBLE PREMIUM CORPORATE VARIABLE UNIVERSAL LIFE INSURANCE POLICY
UNISEX ISSUE AGE 45 NONSMOKER RISK
GUARANTEED ISSUE
GUARANTEED INSURANCE COSTS AND MAXIMUM CHARGES ASSUMED
$10,000 ANNUAL PREMIUM
GUIDELINE PREMIUM TEST
FACE AMOUNT $792,000
DEATH BENEFIT OPTION 1

Assumes no Policy loan has been made. Guaranteed cost of insurance rates
assumed. Maximum mortality and expense risk charges, administrative charges,
and premium load assumed.

46
<PAGE>

Table IV

FLEXIBLE PREMIUM CORPORATE VARIABLE UNIVERSAL LIFE INSURANCE POLICY
UNISEX ISSUE AGE 45 NONSMOKER RISK
GUARANTEED ISSUE
CURRENT INSURANCE COSTS AND CURRENT CHARGES ASSUMED
$10,000 ANNUAL PREMIUM
GUIDELINE PREMIUM TEST
FACE AMOUNT $792,000
DEATH BENEFIT OPTION 1

47
<PAGE>

Table V

FLEXIBLE PREMIUM CORPORATE VARIABLE UNIVERSAL LIFE INSURANCE POLICY
UNISEX ISSUE AGE 45 PREFERRED NONSMOKER RISK
FULLY UNDERWRITTEN
GUARANTEED INSURANCE COSTS AND MAXIMUM CHARGES ASSUMED
$10,000 ANNUAL PREMIUM
GUIDELINE PREMIUM TEST
FACE AMOUNT $840,000
DEATH BENEFIT OPTION 1

Assumes no Policy loan has been made. Guaranteed cost of insurance rates
assumed. Maximum mortality and expense risk charges, administrative charges,
and premium load assumed.

48
<PAGE>

Table VI

FLEXIBLE PREMIUM CORPORATE VARIABLE UNIVERSAL LIFE INSURANCE POLICY
UNISEX ISSUE AGE 45 PREFERRED NONSMOKER RISK
FULLY UNDERWRITTEN
CURRENT INSURANCE COSTS AND CURRENT CHARGES ASSUMED
$10,000 ANNUAL PREMIUM
GUIDELINE PREMIUM TEST
FACE AMOUNT $840,000
DEATH BENEFIT OPTION 1

49
<PAGE>

Table VII

FLEXIBLE PREMIUM CORPORATE VARIABLE UNIVERSAL LIFE INSURANCE POLICY
UNISEX ISSUE AGE 45 NONSMOKER RISK
SIMPLIFIED ISSUE
GUARANTEED INSURANCE COSTS AND MAXIMUM CHARGES ASSUMED
$25,000 ANNUAL PREMIUM FOR SEVEN YEARS
CASH VALUE ACCUMULATION TEST
FACE AMOUNT $656,000
DEATH BENEFIT OPTION 1

Assumes no Policy loan has been made. Guaranteed cost of insurance rates
assumed. Maximum mortality and expense risk charges, administrative charges,
and premium load assumed.

50
<PAGE>

Table VIII

FLEXIBLE PREMIUM CORPORATE VARIABLE UNIVERSAL LIFE INSURANCE POLICY
UNISEX ISSUE AGE 45 NONSMOKER RISK
SIMPLIFIED ISSUE
CURRENT INSURANCE COSTS AND CURRENT CHARGES ASSUMED
$25,000 ANNUAL PREMIUM FOR SEVEN YEARS
CASH VALUE ACCUMULATION TEST
FACE AMOUNT $656,000
DEATH BENEFIT OPTION 1

51
<PAGE>

Table IX

FLEXIBLE PREMIUM CORPORATE VARIABLE UNIVERSAL LIFE INSURANCE POLICY
UNISEX ISSUE AGE 45 NONSMOKER RISK
GUARANTEED ISSUE
GUARANTEED INSURANCE COSTS AND MAXIMUM CHARGES ASSUMED
$25,000 ANNUAL PREMIUM FOR SEVEN YEARS
CASH VALUE ACCUMULATION TEST
FACE AMOUNT $652,000
DEATH BENEFIT OPTION 1

Assumes no Policy loan has been made. Guaranteed cost of insurance rates
assumed. Maximum mortality and expense risk charges, administrative charges,
and premium load assumed.

52
<PAGE>

Table X

FLEXIBLE PREMIUM CORPORATE VARIABLE UNIVERSAL LIFE INSURANCE POLICY
UNISEX ISSUE AGE 45 NONSMOKER RISK
GUARANTEED ISSUE
CURRENT INSURANCE COSTS AND CURRENT CHARGES ASSUMED
$25,000 ANNUAL PREMIUM FOR SEVEN YEARS
CASH VALUE ACCUMULATION TEST
FACE AMOUNT $652,000
DEATH BENEFIT OPTION 1

<TABLE>
<CAPTION>
Premiums Death Benefit Total Account Value Surrender Value
Accumulated Gross Annual Investment Gross Annual Investment Gross Annual Investment
at Return of Return of Return of
Policy 5% Interest ------------------------------- ------------------------------- -------------------------------
Year Per Year Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12%
- ----- ----------- -------- -------- --------- -------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 To be filed by amendment
2
3
4
5
6
7
8
9
10
15
20
25
30
20 (Age 65)
</TABLE>

53
<PAGE>

Table XI

FLEXIBLE PREMIUM CORPORATE VARIABLE UNIVERSAL LIFE INSURANCE POLICY
UNISEX ISSUE AGE 45 PREFERRED NONSMOKER RISK
FULLY UNDERWRITTEN
GUARANTEED INSURANCE COSTS AND MAXIMUM CHARGES ASSUMED
$25,000 ANNUAL PREMIUM FOR SEVEN YEARS
CASH VALUE ACCUMULATION TEST
FACE AMOUNT $684,000
DEATH BENEFIT OPTION 1

Assumes no Policy loan has been made. Guaranteed cost of insurance rates
assumed. Maximum mortality and expense risk charges, administrative charges,
and premium load assumed.

54
<PAGE>

Table XII

FLEXIBLE PREMIUM CORPORATE VARIABLE UNIVERSAL LIFE INSURANCE POLICY
UNISEX ISSUE AGE 45 PREFERRED NONSMOKER RISK
FULLY UNDERWRITTEN
CURRENT INSURANCE COSTS AND CURRENT CHARGES ASSUMED
$25,000 ANNUAL PREMIUM FOR SEVEN YEARS
CASH VALUE ACCUMULATION TEST
FACE AMOUNT $684,000
DEATH BENEFIT OPTION 1

55
<PAGE>

Appendix B

Applicable Percentage for Guideline Premium Test

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

<PAGE>

Financial Statements
Lincoln Life Flexible Premium
Variable Life Account S
To be filed by amendment

S-1

<PAGE>

- --------------------------------------------------------------------------------
LNL Statutory Financial Statements
- --------------------------------------------------------------------------------

The Lincoln National Life Insurance Company

Balance Sheets -- Statutory Basis

To be filed by amendment

F-1
<PAGE>

Part II

FEES AND CHARGES REPRESENTATION

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

UNDERTAKING TO FILE REPORTS

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

INDEMNIFICATION

(a) Brief description of indemnification provisions.

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

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

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

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

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

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement consists of the following papers and documents:

The facing sheet;
An Incorporation-by-Reference sheet;
Prospectus #2, consisting of 58 pages (narratives only; financial
statements and illustrations omitted);
Required Undertakings, Descriptions and Representations;
Signatures;
Powers of Attorney;
Written consents of the following persons:
1. Opinion of Counsel*
2. Actuarial Opinion*
3. Consent of Independent Auditors*;
Required Exhibits

<PAGE>

1. The following exhibits correspond to those required by paragraph A of
the instructions as to exhibits in Form N-8B-2:
(1) Resolution of the Board of Directors of The Lincoln National Life
Insurance Company and related documents authorizing establishment of the
Account (filed with original filing of this Registration Statement).
(2) Not applicable.
(3) (a) Form of Selling Group Agreement.(8)
(b) Commission Schedule for Variable Life Policies.*
(4) Not applicable.
(5) (a) Proposed Forms of Policy and Application (filed with initial
Registration Statement).
(b) Riders (filed with initial Registration Statement).
(c) Form of Policy #LN925
(d) Form of Policy #LN926
(6) (a) Articles of Incorporation of The Lincoln National Life Insurance
Company.(2)
(b) Bylaws of The Lincoln National Life Insurance Company.(2)
(7) Not applicable.
(8) Fund Participation Agreements.
Agreements between The Lincoln National Life Insurance Company and:
(a) American Century Variable Products Group, Inc.*
(b) American Variable Insurance Series(7)
(c) Baron Capital Funds Trust(8)
(d) BT Insurance Funds Trust(6)
(e) Delaware Group Premium Fund, Inc.(4)
(f) Fidelity Variable Insurance Products Fund(1)
(g) Fidelity Variable Insurance Products Fund II(1)
(h) Janus Aspen Series(8)
(i) Lincoln National Funds (not applicable)
(j) MFS[RegTM] Variable Insurance Trust(5)
(k) Neuberger Berman Advisers Management Trust(8)
(l) OCC Accumulation Trust(6)
(m) OppenheimerFunds*
(n) Templeton Variable Products Series Fund*
(9) Services Agreement between The Lincoln National Life Insurance Co. and
Delaware Management Co.(3)
(10) See Exhibit 1(5).
See Exhibit 1(5).
Opinion and Consent of Counsel*
Not applicable.
Not applicable.
Opinion and consent of Actuary*
Consent Independent Auditors*
Not applicable.

*To be filed by amendment.

(1) Incorporated by reference to Registration Statement on Form N-4 (File No.
333-04999) filed on September 26, 1996.
(2) Incorporated by reference to Registration Statement on Form N-4 (file No.
33-27783) filed on December 5, 1996.
(3) Incorporated by reference to Registration Statement on Form S-6 (File No.
33-40745) filed on November 21, 1997.
(4) Incorporated by reference to Registration Statement on Form N-4 (File No.
33-25990) filed on April 22, 1998.
(5) Incorporated by reference to Registration Statement on Form S-6 (File No.
333-42479) filed on April 28, 1998.
(6) Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
Statement on Form S-6 (File No. 333-42479) filed on May 12, 1998.
(7) Incorporated by reference to Post-Effective Amendment No. 1 to this
Registration Statement.
(8) Incorporated by reference to Post-Effective Amendment No. 3 on Form N-4
(File No. 333-50817) filed on April 23, 1999.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Lincoln Life Flexible Premium Variable Life Account S (File No.
333-72875), has caused this Post-Effective Amendment No. 2 to be signed on its
behalf by the undersigned duly authorized, in the City of Hartford and State of
Connecticut on the 10th day of February, 2000.

LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE
ACCOUNT S
(Registrant)

By: /s/ John H. Gotta
----------------------------------------
John H. Gotta
Chief Executive Officer of Life
Insurance, Senior Vice President,
Assistant Secretary, and Director of The
Lincoln National Life Insurance Company

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
(Depositor)

By: /s/ John H. Gotta
----------------------------------------
John H. Gotta
Chief Executive Officer of Life
Insurance, Senior Vice President,
Assistant Secretary, and Director

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to this Registration Statement (File No.
333-72875), has been signed below on February 10, 2000 by the following
persons, as officers and directors of the Depositor, in the capacities
indicated:

<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Jon A. Boscia * President and Director
- -------------------------- (Principal Executive Officer)
Jon A. Boscia

/s/ John H. Gotta Chief Executive Officer of Life Insurance,
- -------------------------- Senior Vice President, Assistant Secretary,
John H. Gotta and Director

/s/ Stephen H. Lewis * Interim Chief Executive Officer of Annuities,
- -------------------------- Senior Vice President and Director
Stephen H. Lewis

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

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

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

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

/s/ Richard C. Vaughan * Director
- --------------------------
Richard C. Vaughan
</TABLE>

* By: /s/ John H. Gotta
----------------------------------
John H. Gotta, pursuant to a Power
of Attorney filed with this
Post-Effective Amendment No. 2 to
the Registration Statement
<PAGE>

POWER OF ATTORNEY

We, the undersigned directors and officers of The Lincoln National Life
Insurance Company, hereby severally constitute and appoint John H. Gotta,
Robert A. Picarello and Gary W. Parker, individually, our true and lawful
attorneys-in-fact, with full power to each of them to sign for us, in our names
and in the capacities indicated below, any and all Registration Statements on
Form S-6, Form N-8B-2 and/or Form N-6, or any successors to these Forms, and
amendments thereto, filed with the Securities and Exchange Commission under the
Securities Act of 1933, on behalf of the Company in its own name or in the name
of one of its Separate Accounts, hereby ratifying and confirming our signatures
as they may be signed by any of our attorneys-in-fact to any such Registration
Statement or amendment to said Registration Statement. The execution of this
document by each of the undersigned hereby revokes any and all Powers of
Attorney previously executed by said individual for this specific purpose.

WITNESS our hands and common seal on this 31st day of January, 2000.

<TABLE>
<CAPTION>
Signature Title
- --------- ------
<S> <C>
/s/ Jon A. Boscia President and Director
- --------------------------
Jon A. Boscia

/s/ John H. Gotta Chief Executive Officer of Life Insurance,
- -------------------------- Senior Vice President, Assistant Secretary,
John H. Gotta and Director

/s/ Stephen H. Lewis Interim Chief Executive Officer of Annuities,
- -------------------------- Senior Vice President and Director
Stephen H. Lewis

/s/ Lawrence T. Rowland Executive Vice President and Director
- --------------------------
H. Lawrence T. Rowland

/s/ Todd R. Stephenson Senior Vice President, Chief Financial Officer
- -------------------------- and Assistant Treasurer
Todd R. Stephenson

/s/ Keith J. Ryan Vice President, Controller and Chief Accounting Officer
- --------------------------
Keith J. Ryan

/s/ H. Thomas McMeekin Director
- --------------------------
H. Thomas McMeekin

/s/ Richard C. Vaughan Director
- --------------------------
Richard C. Vaughan
</TABLE>

For: Stephen H. Lewis and Todd R. Stephenson:

STATE OF INDIANA )
) SS:
COUNTY OF ALLEN )
Subscribed and sworn to before me this
28th day of January, 2000.

/s/ Janet L. Lindenberg
---------------------------------------
Notary Public

Commission Expires: 7-10-2001

For: Lawrence T. Rowland and Keith J. Ryan:

STATE OF INDIANA )
) SS:
COUNTY OF ALLEN )
Subscribed and sworn to before me this
31st day of January, 2000.

/s/ Janet L. Lindenberg
---------------------------------------
Notary Public

Commission Expires: 7-10-2001

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
(A STOCK COMPANY)
Home Office Location: Fort Wayne, Indiana
Administrator Mailing Address: The Lincoln National Life Insurance Company,
350 Church Street, Hartford, CT 06103-1106

While this Policy is in force, The Lincoln National [ABC Accounting, Inc.]
Life Insurance Company ("Lincoln Life") will pay
Proceeds subject to all of this Policy's provisions.
Other rights and benefits are provided as described
in this Policy. The provisions of this and the
following pages are part of this Policy. [Policy No.]

THIS POLICY IS A LEGAL CONTRACT BETWEEN YOU AND LINCOLN LIFE
PLEASE READ YOUR POLICY CAREFULLY

RIGHT OF POLICY EXAMINATION

This Policy may be returned to Lincoln Life or its representative within 10 days
after its receipt. Return this Policy to Lincoln Life, Corporate Specialty
Markets, at the Administrator Mailing Address. Upon its return, this Policy will
be deemed void from its beginning. The amount refunded will be:

1. the difference between payments made and amounts allocated to Lincoln Life
Flexible Premium Variable Life Account S; plus
2. the value of amounts allocated to Lincoln Life Flexible Premium Variable
Life Account S on the date the returned contract is received by Lincoln
Life; plus
3. any charges made under this Policy's terms on the amounts allocated to
Lincoln Life Flexible Premium Variable Life Account S.

Signed for Lincoln Life on its Date of Issue.

[X] /s/
PRESIDENT

Registrar

FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

FLEXIBLE PREMIUMS PAYABLE UNTIL MATURITY DATE OR DEATH
PROCEEDS PAYABLE UPON THE FIRST EVENT TO OCCUR - SURRENDER,
MATURITY OR DEATH NON-PARTICIPATING - NO DIVIDENDS PAYABLE

The amount or duration of the death benefit may be fixed or variable. The death
benefit is payable as described in the Death Benefit Options and Proceeds
sections of this Policy.

Values in each Fund held in a Separate Account may increase or decrease daily.
Such values are not guaranteed as to dollar amount. Refer to the Policy Values
section of this Policy for more information.
LN925
<PAGE>

Table of Contents
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Page No. Page No.
<S> <C> <C> <C>
Policy Specifications . . . . . . . . . . . . . . . . . PS1 Annual Report . . . . . . . . . . . . . . . 5
Policy Summary . . . . . . . . . . . . . . . . . . . . . 1 Projection of Benefits . . . . . . . . . . 5
Definitions . . . . . . . . . . . . . . . . . . . . . . 1 Proceeds . . . . . . . . . . . . . . . . . 5
Administrator Mailing Address . . . . . . . . . . . 1 Coverage Beyond Maturity . . . . . . . . . 5
Annuity Commencement Date . . . . . . . . . . . . . 1 Right to Defer Payment . . . . . . . . . . 6
Attained Age . . . . . . . . . . . . . . . . . . . 1 Suicide and Incontestability . . . . . . . . . . 6
Date of Issue . . . . . . . . . . . . . . . . . . . 1 Suicide Exclusion . . . . . . . . . . . . . 6
Death Benefit . . . . . . . . . . . . . . . . . . . 1 Incontestability . . . . . . . . . . . . . 6
Fixed Account Value . . . . . . . . . . . . . . . . 1 Premiums and Reinstatement . . . . . . . . . . 7
Fund(s) . . . . . . . . . . . . . . . . . . . . . . 1 General . . . . . . . . . . . . . . . . . . 7
General Account . . . . . . . . . . . . . . . . . . 2 Planned Premiums . . . . . . . . . . . . . 7
Home Office . . . . . . . . . . . . . . . . . . . . 2 Additional Premiums . . . . . . . . . . . . 7
Initial Coverage . . . . . . . . . . . . . . . . . 2 Allocation of Premium . . . . . . . . . . . 7
Lincoln Life Variable Annuity Account N. . . . . . 2 Changes in Allocation Percentages . . . . . 7
Lincoln Life Flexible Premium Variable Life 2 Grace Period . . . . . . . . . . . . . . . 7
Account S . . . . . . . . . . . . . . . . . . . . . 2 Reinstatement . . . . . . . . . . . . . . . 8
Loan Account Value . . . . . . . . . . . . . . . . 2 Death Benefit Options . . . . . . . . . . . . . 8
Maturity Date . . . . . . . . . . . . . . . . . . . 2 General . . . . . . . . . . . . . . . . . . 8
Minimum Specified Amount . . . . . . . . . . . . . 2 Option 1 . . . . . . . . . . . . . . . . . 8
Monthly Deduction Day . . . . . . . . . . . . . . . 2 Option 2 . . . . . . . . . . . . . . . . . 8
Net Premium . . . . . . . . . . . . . . . . . . . . 2 Option 3 . . . . . . . . . . . . . . . . . 8
Net Single Premium . . . . . . . . . . . . . . . . 2 Guaranteed Death Benefit . . . . . . . . . . . . 8
Policy Month . . . . . . . . . . . . . . . . . . . 2 General . . . . . . . . . . . . . . . . . . 9
Policy Year/Policy Anniversary . . . . . . . . . . 3 Changes to the Guaranteed Death Benefit . 9
Premium Accumulation Rate . . . . . . . . . . . . . 3 Policy Values . . . . . . . . . . . . . . . . . 9
Premium Tax Charge . . . . . . . . . . . . . . . . 3 Basis of Calculation . . . . . . . . . . . 9
Proceeds . . . . . . . . . . . . . . . . . . . . . 3 Interest Credited . . . . . . . . . . . . . 10
Separate Account . . . . . . . . . . . . . . . . . 3 Fixed Account Value . . . . . . . . . . . . 10
Separate Account Value . . . . . . . . . . . . . . 3 Separate Account Value . . . . . . . . . . 10
Specified Amount . . . . . . . . . . . . . . . . . 3 Charges to Policy Values . . . . . . . . . 11
Subsequent Application(s) . . . . . . . . . . . . . 3 Transfers Within Accounts . . . . . . . . . 11
Target Premium . . . . . . . . . . . . . . . . . . 3 Monthly Deductions . . . . . . . . . . . . 11
Total Account Value . . . . . . . . . . . . . . . . 3 Cost of Insurance . . . . . . . . . . . . . 11
Valuation Date . . . . . . . . . . . . . . . . . . 3 Cost of Insurance Rate . . . . . . . . . . 11
Valuation Period . . . . . . . . . . . . . . . . . 3 Nonforfeiture Provisions . . . . . . . . . . . . 11
We, Our, Us, Company . . . . . . . . . . . . . . . 3 Continuation of Coverage . . . . . . . . . 12
Written Request . . . . . . . . . . . . . . . . . . 3 Surrender Value . . . . . . . . . . . . . . 12
You, Your . . . . . . . . . . . . . . . . . . . . . 4 Partial Surrender . . . . . . . . . . . . . 12
General Provisions . . . . . . . . . . . . . . . . . . . 4 Paid-Up Nonforfeiture Option . . . . . . . 12
The Contract . . . . . . . . . . . . . . . . . . . 4 Policy Loans . . . . . . . . . . . . . . . . . . 12
Owner . . . . . . . . . . . . . . . . . . . . . . . 4 General . . . . . . . . . . . . . . . . . . 13
Beneficiary . . . . . . . . . . . . . . . . . . . . 4 Loan Interest Rate Charged . . . . . . . . 13
Changes in Owner and Beneficiary . . . . . . . . . 4 Loan Interest Rate Credited . . . . . . . . 13
Assignment . . . . . . . . . . . . . . . . . . . . 4 Repayment . . . . . . . . . . . . . . . . . 13
Non-Participating . . . . . . . . . . . . . . . . . 4 Changes in Insurance Coverage . . . . . . . . . 13
Policy Settlement . . . . . . . . . . . . . . . . . 4 General . . . . . . . . . . . . . . . . . . 14
Age . . . . . . . . . . . . . . . . . . . . . . . . 4 Increase in Specified Amount . . . . . . .
Change of Address . . . . . . . . . . . . . . . . . 5 Decrease in Specified Amount . . . . . . .

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

Any riders and a copy of the application(s) are at the end of this Policy.

LN925
<PAGE>

Table of Contents
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Page No. Page No.
<S> <C> <C> <C>
Change in Death Benefit Option . . . . . . . . . . 14 Fund(s) Settlement Option Annuity Unit
Change from Option 1 to 2 . . . . . . . . . . . . . 14 Value of Lincoln Life Variable Annuity
Change from Option 2 to 1 . . . . . . . . . . . . . 14 Account N . . . . . . . . . . . . . . . . . . . 16
Change from Option 3 to 1 . . . . . . . . . . . . . 14 Fund(s) Settlement Option Accumulation
Change from Option 3 to 2 . . . . . . . . . . . . . 14 Unit Value of Lincoln Life Variable Annuity
Change of Fund(s) . . . . . . . . . . . . . . . . . . . 15 Account N . . . . . . . . . . . . . . . . . . . 16
Separate Account . . . . . . . . . . . . . . . . . . . . 15 Fund Transfers During the Annuity Period . . . 17
Settlement Options . . . . . . . . . . . . . . . . . . . 15 Annuity Payment Options . . . . . . . . . . . . 17
Conditions . . . . . . . . . . . . . . . . . . . . 15 Article 1 - Annuity Purchase Rates Under a
Separate Account . . . . . . . . . . . . . . . . . 16 Variable Payment Option . . . . . . . . . . . . 18
Fund(s) Settlement Option Annuity Units of Article 2 - Annuity Purchase Rates Under a
Lincoln Life Variable Annuity Account N . . . . . . 16 Fixed Payment Option . . . . . . . . . . . . . 19

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

Any riders and a copy of the application(s) are at the end of this Policy.
LN925

<PAGE>

Policy Summary

It is important that You understand Your insurance policy. We have tried to use
understandable language throughout this Policy. However, should You have any
questions after You have read it, please call the representative who sold this
Policy to You or call Us. This summary is not a substitute for the detailed
policy provisions.

This is a flexible premium variable universal life insurance policy. Proceeds as
described in this Policy will be paid upon surrender, maturity, or death of the
Insured.

You may allocate Net Premiums to the General Account, Lincoln Life Flexible
Premium Variable Life Account S, or both Accounts. Net Premiums allocated to
Lincoln Life Flexible Premium Variable Life Account S must be allocated to one
or more Funds. Shares of these Funds support the benefits provided by the
variable portion of this Policy. The cash value in each Fund is not guaranteed
and will vary with the investment performance of that Fund.

If the General Account is selected, the Fixed Account Value in that Account will
accumulate at rates of interest We determine. Such rates will not be less than
4.0% a year.

Sufficient premiums must be paid to continue this Policy in force. Premium
reminder notices will be sent for planned premiums and for premiums required to
continue this Policy in force. This Policy may be reinstated.

Other rights and benefits are explained in this Policy.

Definitions

Administrator Mailing Address

The Lincoln National Life Insurance Company, 350 Church Street, Hartford, CT
06103-1106.

Annuity Commencement Date

The Valuation Date when the Policy Proceeds are invested for payment of annuity
benefits under the settlement option selected.

Attained Age

Issue age of the Insured as shown in the Policy Specifications, increased by the
number of Policy Years elapsed. Issue age is the Insured's age on his/her
birthday nearest this Policy's Date of Issue.

Date of Issue

The effective date for Initial Coverage is the Date of Issue shown in the Policy
Specifications. The Date of Issue and the effective date for any change in
coverage will be the Date of Coverage Change shown in the supplemental Policy
Specifications which will be sent to You. Coverage is conditional on payment of
the first premium, if any, and issue of this Policy as provided in the
application.

Death Benefit

The amount described in the Death Benefit Options provision which is payable on
the date of death, subject to all provisions contained in this Policy.

Fixed Account Value

The non-loaned portion of this Policy's Total Account Value attributable to the
non-variable portion of this Policy. The Fixed Account Value is held in the
General Account.

Fund(s)

One or more of the open-end management investment companies (mutual funds whose
shares pay for the benefits provided by the variable portion of this Policy).
Shares of the Funds held pursuant to this Policy are held in Lincoln Life
Flexible Premium Variable Life Account S except that shares of the Funds
referenced in the Settlement Options section of this Policy are held in Lincoln
Life Variable Annuity Account N. The Fund(s) held in Lincoln Life Flexible
Premium Variable Life Account S may differ from the Fund(s) held in Lincoln Life
Variable Annuity Account N.

LN925 Page 1
<PAGE>

General Account

The account which holds the assets of the Company which are attributable to the
non-variable portion of this Policy. The Fixed Account Value and the Loan
Account Value are held in the General Account.

Home Office

Our main office, located at Fort Wayne, Indiana.

Initial Coverage

Coverage provided by this Policy prior to any change in coverage.

Lincoln Life Variable Annuity Account N

A Separate Account which segregates assets attributable to the variable portion
of annuity contracts and life insurance settlement options from other assets of
the Company. Its assets are invested in shares of the Funds. Lincoln Life
Variable Annuity Account N holds all or a portion of the Policy's Proceeds if a
variable settlement option is elected.

Lincoln Life Flexible Premium Variable Life Account S

A Separate Account which segregates assets attributable to the variable portion
of life insurance from other assets of the Company. Its assets are invested in
shares of the Funds.

Loan Account Value

The sum of all unpaid loans. The amount necessary to repay all loans in full is
the Loan Account Value plus any accrued interest. The Loan Account Value is held
in the General Account.

Maturity Date

The Policy Anniversary on which the Insured reaches Attained Age 100.

Minimum Specified Amount

The Specified Amount for this Policy cannot be decreased below this amount. The
Minimum Specified Amount for this Policy is shown in the Policy Specifications.

Monthly Deduction Day

The first Monthly Deduction Day is the Date of Issue. Monthly Deduction Days
occur each month thereafter on the same day of the month as the Date of Issue.

Net Premium

The Net Premium is equal to:

1. the premium paid; less

2. a Premium Load not to exceed the Guaranteed Maximum Premium Load shown in
the Policy Specifications; less

3. a Premium Tax Charge.

Net Single Premium

The Net Single Premium per dollar is the amount We require to purchase one
dollar of paid up whole life insurance. We determine the Net Single Premium
using the number of elapsed Policy Years, the Insured's premium class and
Attained Age, an interest rate of 4.0% per annum and the guaranteed cost of
insurance rates specified in the Policy Specifications.

Policy Month

The Policy Month begins each month on the same day of the month as the Date of
Issue.

Policy Year/Policy Anniversary

The first Policy Year is the 12 month period beginning on the Date of Issue.
Your Policy Anniversary is equal to the Date of Issue plus 1 year, 2 years, etc.

LN925 Page 2
<PAGE>

Premium Accumulation Rate

The annual rate at which premiums paid will be accumulated to determine the
Death Benefit if Death Benefit Option 3 is selected. This rate is chosen by You
at issue. A rate requested in excess of 10% may be subject to additional
underwriting. The Premium Accumulation Rate is shown in the Policy
Specifications.

Premium Tax Charge

A charge equal to the state and municipal taxes associated with premiums
received.

Proceeds

The amount We will pay upon the death of the Insured, the Maturity Date, or upon
surrender of this Policy as described in the Proceeds provision.

Separate Account

Lincoln Life Flexible Premium Variable Life Account S; or, when referring to a
settlement option as described in the Settlement Option provisions of this
Policy, Lincoln Life Variable Annuity Account N.

Separate Account Value

The portion of this Policy's Total Account Value attributable to the variable
portion of this Policy. This Policy's Separate Account Value is held in Lincoln
Life Flexible Premium Variable Life Account S.

Specified Amount

The Specified Amount is shown in the Policy Specifications or in the
Supplemental Policy Specifications, if later changed.

Subsequent Application(s)

Any application after the initial application initiated by You or by Us.

Target Premium

The Target Premium is shown in the Policy Specifications or in the Supplemental
Policy Specifications, if later changed.

Total Account Value

The sum of the Fixed Account Value, the Separate Account Value, and the Loan
Account Value. This is the Policy's cash value.

Valuation Date

Any day on which the New York Stock Exchange is open for trading.

Valuation Period

The period of time commencing immediately after the close of business on each
Valuation Date and ending at the close of business on the next Valuation Date.

We, Our, Us, Company

Refers to The Lincoln National Life Insurance Company, its successors, or
assigns.

Written Request

A request in writing, in a form satisfactory to Us and received by Us at the
Administrator Mailing Address.

You, Your

Refers to the Owner(s) of this Policy.

LN925 Page 3
<PAGE>

General Provisions

The Contract

This Policy, the initial application on the Insured, any Subsequent Applications
and any riders constitute the entire contract. Copies of all applications are
attached to and made a part of this Policy.

Only the President, a Vice President, an Assistant Vice President, a Secretary,
a Director or an Assistant Director of Lincoln Life may agree to a change in
this Policy, and then only in writing.

All statements made by or for the Insured are representations and not
warranties.

No statement will be used to void this Policy or defend against a claim unless
it is contained in the initial application or Subsequent Applications.

Owner

Unless otherwise stated in the application or later changed, this Policy is
owned by the Insured.

During the lifetime of the Insured all rights granted by this Policy or allowed
by Us belong to the Owner.

If this Policy is owned jointly, any exercise of rights granted by this Policy
must be made jointly.

Beneficiary

The individual or entity that will receive any Proceeds on death is the
Beneficiary. The Beneficiary is stated in the application, unless later changed.

If no designated Beneficiary is living at the time of the death of the Insured,
all benefits will be paid to the Owner or the Owner's executors, administrators,
or assigns.

Changes in Owner and Beneficiary

Unless this Policy states otherwise, the Owner or Beneficiary, or both, may be
changed. This may be done as often as desired by the Owner of record during the
lifetime of the Insured and before the Maturity Date.

To change the Owner or Beneficiary, Your Written Request must be sent to Us.
When We give Our written acceptance, the change will take effect as of the date
Your Written Request was signed. The change will be subject to any action We
take before Our written acceptance of the change.

Assignment

A copy of an assignment must be on file with Us. Until We receive such notice at
the Administrator Mailing Address, We will not be required to take notice of, or
be responsible for, any transfer of interest in this Policy by assignment,
agreement, or otherwise.

We will not be responsible for the validity of any assignment.

Non-Participating

No dividends will be paid.

Policy Settlement

All amounts payable by Us will be paid from the Administrator Mailing Address.
The Loan Account Value plus any accrued interest will be deducted from the
amount payable at settlement. We may require return of this Policy.

Age

If the Insured's age is misstated, the Death Benefit will be that which would
have been purchased by the most recent monthly deduction at the correct age.

LN925 Page 4
<PAGE>

Change of Address

You must notify Us at the Administrator Mailing Address of a change in Your
mailing address.

Annual Report

We will send You a report at least once during each Policy Year. The report will
show the Total Account Value, the Surrender Value and the Death Benefit on the
date of the report. It will also show since the last report at least the
following information:

1. Gross premiums paid;

2. the cost of insurance and the cost of riders;

3. interest and investment return credited to the Total Account Value;

4. the amount of any surrenders or partial surrenders;

5. a summary of loan activity; and

6. any other information required by the jurisdiction in which this Policy was
delivered.

Projection of Benefits

We will provide a projection of illustrative future death benefits and Total
Account Values at any time upon Written Request.

Proceeds

Proceeds on death of the Insured will equal:

1. The Death Benefit; less

2. the Loan Account Value plus any accrued interest; less

3. any overdue deductions.

Proceeds on death are payable after receipt at the Administrator Mailing Address
of due proof of death of the Insured.

Proceeds on maturity of this Policy will equal:

1. The Total Account Value on the Maturity Date; less

2. the Loan Account Value plus any accrued interest.

Proceeds on surrender of this Policy will equal the Surrender Value as described
in the Surrender Value provision.

All Proceeds are subject to adjustment under the Age, Incontestability, Suicide
Exclusion and Grace Period provisions.

Coverage Beyond Maturity

At any time prior to the Maturity Date of this Policy, You may, by Written
Request, elect to continue coverage beyond the Maturity Date. Any extra benefit
riders will be terminated on the Maturity Date. If elected, the following will
apply:

We will continue to credit interest to the Total Account Value of this
Policy as described in the Interest Credited provision.

After the Insured reaches Attained Age 100 the Separate Account Value
of this Policy will be transferred to the Fixed Account.

Monthly Deductions will be calculated with a Cost of Insurance rate
equal to zero.

Proceeds payable on death will be as described in the Proceeds provision of
this Policy.

The Paid Up Nonforfeiture Option will not be available once this option is
selected. All other rights and benefits as described within the provisions of
this Policy will be available during the lifetime of the Insured.

LN925 Page 5
<PAGE>

Right to Defer Payment

Payments of any Separate Account Value will be made within 7 days after Our
receipt of Your Written Request. However, the Company reserves the right to
suspend or postpone the date of any payment of any benefit or values for any
Valuation Period (1) when the New York Stock Exchange is closed (except holidays
or weekends); (2) when trading on the Exchange is restricted; (3) when an
emergency exists as determined by the SEC so that disposal of the securities
held in the Funds is not reasonably practicable or it is not reasonably
practicable to determine the value of the Funds' net assets; or (4) during any
other period when the SEC, by order, so permits for the protection of security
holders. For payment from the Separate Account in such instances, We may defer
payment of:

1. Surrender or partial surrender values;

2. any Proceeds on death in excess of the current Specified Amount; or

3. any portion of the Loan Value.

Payment of any Fixed Account Value may be deferred for up to six months, except
when used to pay premiums to Us.

Suicide and Incontestability

Suicide Exclusion

If the Insured dies by suicide, while sane or insane, within two years from the
Date of Issue of this Policy and while this Policy is inforce, We will pay:

1. Premiums paid less amounts allocated to Lincoln Life Flexible Premium
Variable Life Account S; plus

2. the Separate Account Value; plus

3. the portion of the monthly deductions that have been deducted from the
Separate Account Value; less

4. the sum of:

(a) the Loan Account Value transferred from the Fixed Account Value; plus

(b) the interest due on the Loan Account Value; plus

(d) any interest earned on the Loan Account Value transferred to the
Separate Account Value.

If the Insured dies by suicide, while sane or insane, within 2 years from the
Date of Issue of any increase in coverage, We will pay only the monthly
deductions for the increase.

If the Insured dies by suicide, while sane or insane, more than 2 years from the
Date of Issue of this Policy but within 2 years from the Date of Issue of any
increase in coverage, We will pay:

1. The Proceeds on death for any coverage in effect more than 2 years from the
Date of Issue of this Policy; plus

2. the monthly deductions for the increase in coverage.

All amounts will be calculated as of the date of death.

Incontestability

With respect to statements made in the initial application for the Insured:

We will not contest this Policy after it has been in force during the
lifetime of the Insured for 2 years from its Date of Issue.

With respect to statements made in any Subsequent Applications for the Insured:

We will not contest coverage relating to Subsequent Applications after
coverage has been in force during the lifetime of the Insured for 2
years from the Date of Issue of such coverage or from the effective
date of any reinstatement.

If this Policy is contested, Your rights or the Beneficiary's rights may be
affected.

LN925 Page 6
<PAGE>

Premiums and Reinstatement

General

Sufficient premiums must be paid to continue this Policy in force until the
Maturity Date. The first premium is due on the Date of Issue. Premium due dates
are measured from the Date of Issue.

Any premiums after the first premium are payable only at the Administrator
Mailing Address. Send Your check or money order, payable to Lincoln Life, to the
Administrator Mailing Address. Please be sure to write Your policy number on
Your check. A receipt signed by an officer of the Company will be given upon
request.

We may apply limits for Planned Premiums and Additional Premiums as necessary to
preserve the status of this Policy as a life insurance policy under federal tax
law.

We may require satisfactory evidence of insurability if payment of the new
Planned Premium or an Additional Premium during the current Policy Year would
increase the difference between the Death Benefit and the Total Account Value.

Planned Premiums

Planned Premium is the premium amount You intend to pay and the amount that will
be billed. Premium reminder notices for Planned Premiums will be sent at
frequencies of 3, 6 or 12 months, or at any other frequency to which We agree.
Planned premiums as of the Date of Issue are shown in the Policy Specifications.

You may change the amount and frequency of Planned Premiums by Your Written
Request.

Additional Premiums

Additional Premiums are premium payments in excess of planned premiums.

Additional Premiums may be paid at any time while this Policy is in force and
before the Maturity Date.

Allocation of Premium

Each Net Premium will be credited to Lincoln Life Flexible Premium Variable Life
Account S (and each of the selected Funds) and/or the General Account in the
percentages indicated in the Policy Specifications, unless changed as provided
in the Changes in Allocation Percentages provision below.

Changes in Allocation Percentages

Allocation percentages may be changed at any time by Your request to Us. If
these percentages are changed, We will send a letter to You confirming the
change. The change will be effective as of the date of the next premium payment
after You notify Us.

Grace Period

If the Total Account Value less the Loan Account Value is not sufficient to
allow a Monthly Deduction on the Monthly Deduction Day, We will allow You 61
days of grace for payment of an amount sufficient to cover the Monthly
Deduction. We may require payment of the amount necessary to keep this Policy in
force for the current Policy Month plus two additional Policy Months.

Written notice will be mailed to Your last known address, according to Our
records, not less than 61 days before termination of this Policy. This notice
will also be mailed to the last known address of any assignee of record.

During the days of grace this Policy will stay in force. If the Insured's death
occurs during the days of grace, We will deduct an amount sufficient to cover
the overdue Monthly Deduction(s) from the Death Benefit.

If payment is not made within 61 days after the Monthly Deduction Day, the
Policy will terminate without value at the end of the Grace Period unless this
Policy is continued under the Guaranteed Death Benefit provision.

LN925 Page 7
<PAGE>

Reinstatement

If this Policy terminates as provided in the Grace Period provision, We may
allow it to be reinstated within 5 years after the date of termination and
before the Maturity Date. To reinstate this Policy, We will require:

1. satisfactory evidence of insurability on the Insured; and

2. payment of an amount sufficient to cover the current monthly deduction(s)
plus two additional Policy Months.

If this Policy is reinstated, it will be reinstated on the Monthly Deduction Day
following Our approval. This Policy's Total Account Value at reinstatement will
be the Net Premium paid less the monthly deduction for that day. Any Loan
Account Value will not be reinstated.

The Guaranteed Death Benefit Provision will not be reinstated.

Death Benefit Options

General

The Proceeds payable upon the Insured's death will be as provided under one of
the following Death Benefit options. The option for this Policy as of the Date
of Issue is shown in the Policy Specifications. If You have changed the Death
Benefit option, the option is shown in the supplemental Policy Specifications
which will be sent to You.

Option 1

The Specified Amount shown in the Policy Specifications includes the Total
Account Value. Under this option, the Death Benefit will be the greater of: (a)
the Specified Amount on the date of death or (b) a percentage of the Total
Account Value. This percentage is one divided by the Net Single Premium per
dollar. The Net Single Premium is based on interest of 4.0% per annum and
guaranteed cost of insurance rates.

Option 2

The Specified Amount is in addition to the Total Account Value. Under this
option, the Death Benefit will be the greater of: (a) the Specified Amount plus
the Total Account Value on the date of death or (b) a percentage of the Total
Account Value. This percentage is one divided by the Net Single Premium per
dollar. The Net Single Premium is based on interest of 4.0% per annum and
guaranteed cost of insurance rates.

Option 3

Under this option, the Death Benefit will be the greater of (a) the Specified
Amount plus the Accumulated Premium(s) on the date of death, or (b) a percentage
of the Total Account Value. This percentage is one divided by the Net Single
Premium per dollar. The Net Single Premium is based on interest of 4.0% per
annum and guaranteed cost of insurance rates. The total death benefit under this
option is limited and will not exceed the total Death Benefit paid under Option
2.

The Accumulated Premium is the sum of all premiums paid from the Date of Issue
accumulated at the Premium Accumulation Rate.

This option may be selected only at issue.

Guaranteed Death Benefit

General

The Guaranteed Death Benefit is applicable only if the required premiums are
paid and the conditions for the Guaranteed Death Benefit provisions are
satisfied.

LN925 Page 8
<PAGE>

The minimum required Monthly Premium is shown in the Policy Specifications.

Your Policy will remain in force until Attained Age 100 even if the Surrender
Value is insufficient to cover the current Monthly Deductions due to fund
performance; provided that on each Policy Anniversary the sum of premiums paid,
less any partial surrenders is equal to or greater than the Monthly Premium
multiplied by the number of Policy Months elapsed since the Date of Issue.

On the Policy Anniversary, if We determine that this condition has not been
satisfied, We will notify You. You will have 61 days from Your Policy
Anniversary to pay the amount required to keep the Guaranteed Death Benefit in
force. If the required payment is not made within this time period, the
Guaranteed Death Benefit will be terminated.

If Guaranteed Death Benefit Premiums have been paid, but loans taken have caused
this Policy to enter the Grace Period, this provision will not keep this Policy
in force beyond the Grace Period. Your Guaranteed Death Benefit Premium will
continue to be due and payable at the current premium mode if the conditions of
the Grace Period are met.

If the Guaranteed Death Benefit is in effect on the Maturity Date, Proceeds on
maturity will be paid as described in the Proceeds provision of this Policy.

Changes to the Guaranteed Death Benefit

The Guaranteed Death Benefit cannot be reinstated after termination of the
provision.

Policy Values

Basis of Calculation

The values of this Policy equal or exceed those required by the Standard
Nonforfeiture Law as provided in the Variable Life Insurance law in the
jurisdiction where this Policy is delivered. A detailed statement has been filed
with the jurisdiction which shows how to compute those values.

Interest Credited

We will credit interest on the Fixed Account Value at the guaranteed rate of
4.0% per year. This guaranteed rate equals 0.32737%, per month, compounded
monthly. We may credit interest in excess of the guaranteed rate. Additional
excess interest at a rate not to exceed 1/2% per year may be credited to
policies in force at least 10 years. The guaranteed interest rate will not be
increased by the additional excess interest rate.

Interest earned by the Loan Account Value is described in the Loan Interest
Credited provision.

Fixed Account Value

The Fixed Account Value for this Policy will be:

1. The value of the Net Premiums credited to the Fixed Account Value; less

2. the portion of monthly deductions from the Fixed Account Value; plus

3. interest credited; less

4. any transfers of value out of the Fixed Account Value; plus

5. any transfers from the Fund(s) to the Fixed Account Value; plus

6. any loan repayments credited to the Fixed Account Value.

LN925 Page 9
<PAGE>

Separate Account Value

The Separate Account Value of this Policy will be the sum of the Fund Account
Values.

A. Fund Account Value

The portion of each Net Premium allocated to a Fund plus any interest
earned on the Loan Account Value which is attributable to that Fund is
credited to this Policy in the form of accumulation units. Accumulation
units measure the net investment result of each Fund. The number of
accumulation units credited is equal to that portion of Net Premium divided
by the accumulation unit value for that Fund for the Valuation Period in
which the premium is received.

The Fund Account Value of each Fund will equal the accumulation unit value
for that Fund multiplied by the number of accumulation units for that Fund
credited to this Policy.

B. Accumulation Unit Value

A Fund accumulation unit value for any Valuation Period after the inception
of the Fund is calculated as follows:

1. The total value of Fund shares held is calculated by multiplying the
number of Fund shares owned 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 earned during the Valuation Period; minus

2. the liabilities of the Fund at the end of the Valuation Period; such
liabilities include daily charges imposed on the Fund and may include
a charge or credit with respect to any taxes paid or reserved for by
Us that We determine result from operations of the Separate Account;
and

3. the result of (2) is divided by the number of accumulation units for
that Fund outstanding at the beginning of the Valuation Period.

The daily charges imposed on a Fund for any Valuation Period are equal to
the mortality and expense risk charge multiplied by the number of calendar
days in the Valuation Period. This charge may be changed by Us from time to
time, but it is guaranteed not to exceed 0.80% of a Fund's value.

The accumulation unit value may increase or decrease from Valuation Period
to Valuation Period.

Charges to Policy Values

Charges and deductions made according to this Policy's provisions will be
deducted from the Separate Account Value and the Fixed Account Value in the same
proportion that these Values bear to the sum of the Fixed Account Value and the
Separate Account Value on the date of the deduction.

The portion of the deduction attributable to the Separate Account Value will
reduce each Fund Account Value in the same proportions that these Fund Account
Values bear to the total Separate Account Value. The number of accumulation
units deducted from each Fund is determined by dividing the amount of the
deduction attributable to the Fund by the Fund's accumulation unit value for the
Valuation Period when the charge was made. The resulting number of Fund
accumulation units will be deducted from the total accumulation units for that
Fund.

The portion of the deduction attributable to the Fixed Account Value will be
deducted from that Value as a dollar amount.

Transfers Within Accounts

You may transfer all or part of each Fund Account Value to any other Fund or to
the Fixed Account Value at any time. There will be no charge for the first 12
transfers within a Policy Year, but we reserve the right to charge a $25
administrative fee for each additional transfer within that Policy Year.

Within the forty-five days following the Policy Anniversary, You may request a
transfer of a portion of the Fixed Account Value to one or more of the Funds.
This type of transfer is allowed only once within these forty-five days and We
must receive Your request at the Administrator Mailing Address within the
forty-five days. The transfer will be effective on the Valuation Date that Your
request is received at the Administrator Mailing Address. The amount of such
transfer cannot exceed the greater of 20% of the greatest amount in the Fixed
Account Value during the prior 5 years or $1000.

Accumulation units for each Fund will be added to or subtracted from the total
accumulation units for that Fund, based on each Fund's accumulation unit value
at the end of the Valuation Date when request for such transfer is received by
Us. A dollar amount will be added to or subtracted from the Fixed Account Value
according to the terms of Your request for transfer.

LN925 Page 10
<PAGE>

Monthly Deductions

Monthly deductions begin on the Date of Issue and occur on each Monthly
Deduction Day thereafter. The monthly deduction will be deducted from this
Policy's values as described in the Charges to Policy Values provision.

The monthly deduction is equal to:

1. the cost of insurance as calculated below; plus

2. the monthly policy fee, shown in the Policy Specifications.

Cost of Insurance

The Cost of Insurance on any Monthly Deduction Day will be (1) multiplied by the
result of (2) minus (3) where:

(1) is the monthly Cost of Insurance Rate on that date divided by 1,000;

(2) is the death benefit on that date divided by 1.0032737;

(3) is the Total Account Value on that date before computing the monthly
deductions for the cost of insurance for this Policy.

Cost of Insurance Rate

The monthly cost of insurance is based on the Insured's issue age, number of
Policy Years elapsed and premium class. For Initial Coverage, the premium class
on the Date of Issue will be used. For any increase, the premium class for that
increase will be used. If the Insured is assigned a premium class which
designates "smoker" and this classification changes, You may, by Written
Request, reclassify the Insured any time after the first Policy Anniversary.
Upon Our acceptance of the change, supplemental Policy Specifications will be
sent to You.

The monthly Cost of Insurance Rates may be adjusted by Us from time to time.
Adjustments will be on a class basis and will be based on Our estimates for
future factors such as mortality, investment income, expenses, and the length of
time policies stay in force. Any adjustments will be made on a nondiscriminatory
basis.

The rate during any Policy Year will never exceed the rate shown for that year
in the Table of Guaranteed Maximum Insurance Rates in the Policy Specifications.
Guaranteed rates for this Policy are based on the 1980 Commissioner's Standard
Ordinary Aggregate Mortality Table B, (80% Male/ 20% Female).

Nonforfeiture Provisions

Continuation of Coverage

Coverage of this Policy will continue to the Maturity Date as long as the
Surrender Value is sufficient to cover each monthly deduction. If the Surrender
Value is not sufficient to cover a monthly deduction, the Grace Period provision
will apply except as provided under the Guaranteed Death Benefit provision.

Surrender Value

By Written Request, the Owner may surrender this Policy for its full surrender
value at any time during the lifetime of the Insured. All or a portion of the
premium load(s) and Premium Tax Charge in the first Policy Year will be refunded
to You within the first five Policy Years upon a full surrender. Decreases in
the Specified Amount will decrease the portion of the premium load(s) and
Premium Tax Charge refunded to you. All insurance coverage under this Policy
will end on the date of the full surrender. Partial surrenders will also be
allowed.

The full Surrender Value will equal:

1. The Total Account Value on the date of surrender; less

2. the Loan Account Value plus any accrued interest; plus

3. the premium load refund, if any.

LN925 Page 11
<PAGE>

Partial Surrender

Partial surrenders may be made at any time after the first Policy Year while
this Policy is in force.

The minimum amount of any partial surrender is $500.

If the Death Benefit option for this Policy is option 1 or 3, a partial
surrender will reduce the Total Account Value, Death Benefit, and Specified
Amount. However, We will not allow a partial surrender if the Specified Amount
will be reduced below the Minimum Specified Amount.

If the Death Benefit on the date of the partial surrender is determined as a
percentage of the Total Account Value as described in the Death Benefit Options
section, the partial surrender may not reduce the Specified Amount.

If the Death Benefit option for this Policy is Option 2, a partial surrender
will reduce the Total Account Value and the Death Benefit. The Specified Amount
will not be reduced.

A reduction in the Specified Amount will cause a reduction in the required
premiums for the Guaranteed Death Benefit. Premiums required to maintain the
Guaranteed Death Benefit will be based on the new Specified Amount.

Paid-Up Nonforfeiture Option

By Written Request, You may elect, at any time prior to the Maturity Date, to
continue this Policy as paid-up life insurance with no further premiums due.

The Specified Amount of the paid-up insurance will be the amount, up to the
Death Benefit under this Policy as of the effective date of the paid-up
insurance, that the Surrender Value can purchase for a Net Single Premium at the
Insured's Attained Age and premium class on the date this option is elected. The
Net Single Premium will be based on the maximum cost of insurance rates in this
Policy and an interest rate of 4.0% compounded annually. Any excess value will
be refunded to You.

The effective date of the paid-up insurance will be the Monthly Deduction Day
which occurs on or immediately after the date Your request is received by Us.

As of the effective date:

No further premium payments, monthly deductions, excess interest credits or
changes in coverage may be made; and

No transfers from the Fixed Account Value back to the Separate Account
Value may be made; and

all extra benefit riders will terminate.

You may, after electing paid-up insurance, surrender the Policy for its Total
Account Value. We will transfer the Separate Account Value to the Fixed Account
Value on the date we receive Your Written Request to elect this option.

Policy Loans

General

We will grant loans while this Policy is in force. The amount of the loan will
not be more than the Loan Value. The Loan Value for this Policy is 90% of the
sum of the Fixed Account Value and the Separate Account Value.

The amount of the loan will be transferred out of the Fixed Account and Separate
Account Values as described in the Charges to Policy Values provision. The loan
amount increases the Loan Account Value.

The Loan Account Value plus accrued interest will reduce any Proceeds under this
Policy. If the Loan Account Value exceeds the sum of the Separate Account Value
and Fixed Account Value, the Grace Period provision will apply.

Loan Interest Rate Charged

Interest, at an effective annual rate, will be charged on this Policy's Loan
Account Value. The rate of interest may change and applies to this Policy's
total Loan Account Value. Changes will be made only on a Policy Anniversary.
Interest is due and payable on the next Policy Anniversary, the date this Policy
ends or upon full repayment of the Loan Account Value. Any interest not paid
when due will be added to the Loan Account Value on the Policy Anniversary and
will itself bear interest on the same terms.

LN925 Page 12
<PAGE>

The interest rate is based on a Monthly Average. The Monthly Average will be
Moody's Corporate Bond Yield Average - Monthly Average Corporates as published
by Moody's Investors Service, Inc., or any successor to that service. If such
average is no longer published, the average used will be determined by law or
regulation of the insurance supervisory official of the jurisdiction where this
policy is delivered. In no event will the interest rate exceed the maximum rate
imposed by law or regulation of the jurisdiction where this policy is delivered.

The interest rate charged during any Policy Year will not exceed the maximum
rate for that year. The maximum rate will be the greater of:

1. the Monthly Average for the calendar month which ends 2 months before the
month in which the Policy Anniversary occurs; or

2. 4.8%

We may increase the rate only when the maximum rate is at least .5% higher than
the rate in effect for the prior Policy Year.

We will reduce the rate only when the maximum rate is at least .5% lower than
the rate in effect for the prior Policy Year.

We will notify You of the current policy loan interest rate for this Policy at
the time a policy loan is taken. If the Policy has a Loan Account Value, We will
notify You of any change in the interest rate before the new rate becomes
effective.

Loan Interest Rate Credited

The Loan Account Value will earn interest at the policy loan interest rate less
a percentage not to exceed 0.80%.

We will notify You of the current policy loan interest rate for this Policy at
the time a policy loan is taken. If the Policy has Loan Account Value, We will
notify You of any change in the interest rate before the new rate becomes
effective.

The interest earned by the Loan Account Value will be credited to the Fixed
Account Value and the Separate Account Value in the same proportion in which the
loan amount was originally deducted from these values.

Repayment

The Loan Account Value may be repaid in full or in part at any time as long as
this Policy is in force and the Insured is living. The amount necessary to repay
all loans in full is the Loan Account Value plus any accrued interest. Loan
repayments will be allocated to the Fixed Account Value and the Separate Account
Value in the same proportion in which the loan was taken. The proportion
allocated to the Separate Account Value will be further allocated to the Funds
in accordance with current premium allocation. The Loan Account Value will be
reduced by the amount of any loan repayment.

Changes in Insurance Coverage

General

For any change in coverage We will require Your Written Request. Supplemental
Policy Specifications will be sent to You once the change is completed.

Increase in Specified Amount

Increases will be allowed at any time.

Satisfactory evidence of insurability on the Insured may be required.

The Date of Issue for any increase will be shown in the Supplemental Policy
Specifications.

Increases in the Specified Amount will increase the Guaranteed Death Benefit
Premium. The premium required to maintain the Guaranteed Death Benefit will be
based on the new Specified Amount.

LN925 Page 13
<PAGE>

Decrease in Specified Amount

Decreases will be allowed at any time with Our consent.

The amount of a decrease cannot reduce this Policy's Specified Amount below the
Minimum Specified Amount.

For a decrease in the Specified Amount, the Date of Issue will be the Monthly
Deduction Date on or next following the date on which Your Written Request is
received.

The decrease will reduce any past increases in the reverse order in which they
occurred.

A decrease in the Specified Amount will reduce the Guaranteed Death Benefit
Premium. The premium required to maintain the Guaranteed Death Benefit will be
based on the new Specified Amount.

Change in Death Benefit Option

Any change in the Death Benefit option is subject to the following conditions:

We will not allow a change from Death Benefit Options 1 or 2 to Death Benefit
Option 3.

We will not allow a change in the Death Benefit option if the Specified Amount
will be reduced below the Minimum Specified Amount.

The change will take effect on the Monthly Deduction Day on or next following
the date on which Your Written Request is received.

Evidence of insurability may be required.

Change from Option 1 to 2

Changes from Option 1 to 2 will be allowed at any time. The Specified Amount
will be reduced to equal the Specified Amount less the Total Account Value at
the time of the change.

A reduction in the Specified Amount will reduce the Guaranteed Death Benefit
Premium. The premium required to maintain the Guaranteed Death Benefit will be
based on the new Specified Amount.

Change from Option 2 to 1

Changes from Option 2 to 1 will be allowed at any time. The new Specified Amount
will equal the Specified Amount plus the Total Account Value at the time of the
change.

An increase in the Specified Amount will increase the Guaranteed Death Benefit
Premium. The premium required to maintain the Guaranteed Death Benefit will be
based on the new Specified Amount.

Change from Option 3 to 1

Changes from Option 3 to 1 will be allowed at any time. The Specified Amount
will be increased to equal the Specified Amount prior to the change, plus the
lesser of the accumulated premiums or the Total Account Value at the time of the
change.

An increase in the Specified Amount will increase the Guaranteed Death Benefit
Premium. The premium required to maintain the Guaranteed Death Benefit will be
based on the new Specified Amount.

Change from Option 3 to 2

Changes from Option 3 to 2 will be allowed at any time. The Specified Amount
will be reduced to equal the Specified Amount prior to the change minus the
greater of zero or the difference between the Total Account Value and the
accumulated premiums at the time of the change.

A reduction in the Specified Amount will reduce the Guaranteed Death Benefit
Premium. The premium required to maintain the Guaranteed Death Benefit will be
based on the new Specified Amount.

LN925 Page 14
<PAGE>

Change of Fund(s)

The Company may:

1. Change the Fund(s) which may be invested in a Separate Account; and

2. replace the shares of Funds held in a Separate Account with shares of other
Fund(s).

Changes must be:

1. Approved by a majority vote of persons having an interest in the Separate
Account and its Fund(s); or

2. deemed necessary by Us under the Investment Company Act of 1940; or

3. deemed necessary by Us to accomplish the purpose of the Separate Account.

The investment policy of a Separate Account may not be changed without Our
obtaining any necessary regulatory or other approvals.

We will notify You of any change.

Separate Account

Lincoln Life Flexible Premium Variable Life Account S is a Separate Account
established by Us in accordance with the laws of the State of Indiana. Income,
realized and unrealized gains and losses from the assets of Lincoln Life
Flexible Premium Variable Life Account S will be credited to or charged against
Lincoln Life Flexible Premium Variable Life Account S without regard to Our
other income, gains, or losses. Lincoln Life Flexible Premium Variable Life
Account S's liabilities arise from the variable life insurance policies that it
supports. The assets of Lincoln Life Flexible Premium Variable Life Account S
are available to cover the liabilities of the General Account only to the extent
that Lincoln Life Flexible Premium Variable Life Account S's assets exceed its
liabilities.

The value of the assets of Lincoln Life Flexible Premium Variable Life Account S
is determined whenever the policy benefits vary and at the end of every
Valuation Period.

Settlement Options

Conditions

All or part of the Proceeds of this Policy may be applied under one or more of
the options described below. An election shall be made by Written Request filed
at the Administrator Mailing Address. The Payee of Proceeds may make this
election if no prior election has been made. Our consent to the election of an
option is required if:

the Payee is not a natural person receiving payments in his or her
own right; or

the Payee is an assignee of this Policy.

When any option is chosen, the Payee must designate whether the annuity will be:

(a) a fixed annuity

(b) a variable annuity, or

If no designation is made, the Separate Account Value shall be used to provide a
variable annuity payment, and the Fixed Account Value shall be used to provide a
fixed annuity payment.

If a fixed annuity is chosen, the annuity purchase rate for the option chosen
will reflect at least the minimum guaranteed interest rate of 3.0%.

Where a variable annuity is chosen, an assumed annual net return rate of 4.0%
will be used to determine the amount of the first annuity payment under a
variable annuity.

LN925 Page 15
<PAGE>

The 4.0% assumed annual net return is the measuring point for subsequent
variable annuity payouts. If the actual net investment rate (annualized) exceeds
4.0%, the variable annuity payments will increase at a rate equal to the amount
of such excess. Conversely, if the actual rate is less than 4.0%, variable
annuity payments will decrease.

Payments will not change due to changes in the mortality or expense results or
administrative charges.

Separate Account

Payments on a variable basis will be made from the Proceeds held in Lincoln Life
Variable Annuity Account N. Lincoln Life Variable Annuity Account N is a
Separate Account established by Us in accordance with the laws of the State of
Indiana. Income, realized and unrealized gains and losses from the assets of
Lincoln Life Variable Annuity Account N will be credited to or charged against
Lincoln Life Variable Annuity Account N without regard to Our other income,
gains, or losses. Lincoln Life Variable Annuity Account N's liabilities arise
from the variable portion of annuity contracts and life insurance settlement
options that it supports. The assets of Lincoln Life Variable Annuity Account N
are available to cover the liabilities of the General Account only to the extent
that Lincoln Life Variable Annuity Account N's assets exceed its liabilities.

Fund(s) Settlement Option Annuity Units of Lincoln Life
Variable Annuity Account N

If payment on a variable basis is chosen, the first payment is calculated as
follows:

1. the portion of Proceeds applied to make payment on the variable basis;
divided by

2. 1,000; multiplied by

3. the payment rate for the option chosen.

This amount is divided by the Fund settlement option annuity unit value on the
Annuity Commencement Date to determine the number of Fund settlement option
annuity units. The due date of the first annuity payment will be 14 days after
the Annuity Commencement Date. The number of Fund settlement option annuity
units remains fixed unless a Fund transfer occurs. Each future payment is equal
to this number multiplied by the Fund settlement option annuity unit value on
the Valuation Date ending 14 days prior to the due date of the payment.

Fund(s) Settlement Option Annuity Unit Value of Lincoln Life Variable Annuity
Account N

A Fund settlement option annuity unit value for any Valuation Period after the
inception of the Fund is calculated as follows:

1. The Fund settlement option annuity unit value for the immediately preceding
Valuation Period; multiplied by

2. The Fund settlement option accumulation unit value for this Valuation
Period divided by the Fund settlement option accumulation unit value for
the immediately preceding Valuation Period; multiplied by

3. 0.9998926 raised to a power equal to the number of days in the current
Valuation Period. 0.9998926 is the daily factor for the 4.0% assumed
annual net return rate.

The dollar value of the Fund settlement option unit values and payments may
increase or decrease due to investment gain or loss.

Fund(s) Settlement Option Accumulation Unit Value of Lincoln Life Variable
Annuity Account N

A Fund settlement option accumulation unit value for any Valuation Period after
the inception of the Fund is calculated as follows:

1. The total value of Fund shares held is calculated by multiplying the
number of Fund shares owned 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 earned
during the Valuation Period; minus

2. The liabilities of the Fund at the end of the Valuation Period; such
liabilities include daily charges imposed on the Fund and may include a
charge or credit with respect to any taxes paid or reserved for by Us
that We determine result from operations of the Separate Account; and

3. The result of (2) is divided by the number of accumulation units for that
Fund outstanding at the beginning of the Valuation Period.

The daily charges imposed on a Fund for any Valuation Period represent the daily
mortality and expense risk charge and the daily administrative charge adjusted
for the number of calendar days in the Valuation Period. On an annual basis this
charge will not exceed 1.40%.

LN925 Page 16
<PAGE>

If a variable annuity is chosen, the Payee must allocate the initial payment
amount among the allowable Funds. We require a minimum initial payment per Fund
of $50 and/or a minimum fixed benefit payment of $50.

Fund Transfers During the Annuity Period

At the request of the Payee, all or any portion of the variable annuity payment
amount allocated to a Fund may be transferred from any Fund to any other
allowable Fund or to a fixed benefit payment. A transfer of a fixed benefit
payment to a variable benefit payment is not allowed. During the annuity period,
the maximum number of allowable transfers in a calendar year is three. We
reserve the right to change the number of allowable transfers.

Transfer requests must be expressed as a percentage of the current variable
annuity units per payment allocated among the Funds. Any transfer must result in
a minimum annuity payment per Fund of $50. Transfers will be processed as of the
next Valuation Date following receipt of such request in good order at the
Administrator Mailing Address.

Annuity Payment Options:

Option 1 - Life Annuity / Life Annuity with Guaranteed Period - Fixed and/or
variable annuity payments will be made for the lifetime of the Annuitant with no
certain period, or life and a 10 year certain period, or life and a 20 year
certain period.

Option 2 - Unit Refund Life Annuity - Variable annuity payments will be made for
the lifetime of the Annuitant with the guarantee that upon death, if (a) the
number of Fund settlement option annuity units initially purchased (determined
by dividing the total dollar amount applied to purchase this settlement option
by the Fund settlement option annuity unit value on the Annuity Commencement
Date) is greater than (b) the number of Fund settlement option annuity units
paid as part of each variable annuity benefit payment multiplied by the number
of annuity benefit payments paid prior to death; then a refund payment equal to
the number of Fund settlement option annuity units determined by (a) minus (b)
will be made. The refund payment value will be determined using the Fund
settlement option annuity unit value on the Valuation Date on which the death
claim is approved by Us for payment after We are in receipt of (1) proof of
death acceptable to Us; (2) written authorization for payment; and (3) all claim
forms, fully completed.

Option 3 - Cash Refund Life Annuity - Fixed annuity payments will be made for
the lifetime of the Annuitant with the guarantee that upon death, if (a) the
total dollar amount applied to purchase this option is greater than (b) the
fixed annuity benefit payment multiplied by the number of annuity benefit
payments paid prior to death; then a refund payment equal to the dollar amount
of (a) minus (b) will be made. The refund payment will be made on the Valuation
Date on which the death claim is approved by Us for payment after We are in
receipt of (1) proof of death acceptable to Us; (2) written authorization for
payment; and (3) all claim forms, fully completed.

Option 4 - Joint Life Annuity / Joint Life Annuity with Guaranteed Period -
Fixed and/or variable payments will be made during the joint life of the
Annuitant and a Joint Annuitant of the Owner's choice. Payments will be made for
life with no certain period, or life and a 10 year certain period, or life and a
20 year certain period. Payments continue for the life of the survivor at the
death of the Annuitant or Joint Annuitant.

Other Options - other options may be available as agreed upon in writing by Us.

The amount of annuity payment will depend on the age and sex (except in cases
where unisex rates are required) of the Annuitant as of the Annuity Commencement
Date. A choice may be made to receive payments once each month, four times each
year, twice each year, or once each year. The Proceeds and Fund settlement
option Annuity unit value used to effect benefit payments will be calculated as
of the Annuity Commencement Date. If any portion of the annuity payment will be
made on a variable basis, the first payment will be made fourteen days after the
Annuity Commencement Date.

Article 1 of this Policy illustrates the minimum payment amounts and the age
adjustments which will be used to determine the first monthly payment under a
variable annuity payment option. The tables show the dollar amount of the first
monthly payment which can be purchased with each $1,000 of Proceeds, after
deduction of any applicable premium taxes. Amounts shown use the 1983 `a'
Individual Annuity Mortality Table, modified, with an assumed rate of return of
4.0% per year.

Article 2 of this Policy illustrates the minimum payment amounts and the age
adjustments which will be used to determine the monthly payments under a fixed
annuity payment option. The tables show the dollar amount of the guaranteed
monthly payments which can be purchased with each $1,000 of Proceeds, after
deduction of any applicable premium taxes. Amounts shown use the 1983 'a'
Individual Annuity Mortality Table, modified, with an interest rate of 3.0% per
year and a 2.0% expense load.

LN925 Page 17
<PAGE>
ARTICLE 1
ANNUITY PURCHASE RATES UNDER A VARIABLE PAYMENT OPTION

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
DOLLAR AMOUNT OF FIRST MONTHLY PAYMENT WHICH IS
PURCHASED WITH EACH $1,000 APPLIED
- -------------------------------------------------------------------------------------
SINGLE LIFE ANNUITIES
- -------------------------------------------------------------------------------------
No 120 240
Period Months Months Unit
Age Certain Certain Certain Refund
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
60 $4.78 $4.73 $4.56 $4.56
- -------------------------------------------------------------------------------------
61 4.87 4.81 4.63 4.63
- -------------------------------------------------------------------------------------
62 4.97 4.90 4.69 4.71
- -------------------------------------------------------------------------------------
63 5.07 5.00 4.75 4.78
- -------------------------------------------------------------------------------------
64 5.19 5.10 4.82 4.87
- -------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------
65 5.30 5.21 4.88 4.95
- -------------------------------------------------------------------------------------
66 5.43 5.32 4.95 5.04
- -------------------------------------------------------------------------------------
67 5.57 5.44 5.01 5.14
- -------------------------------------------------------------------------------------
68 5.72 5.56 5.08 5.24
- -------------------------------------------------------------------------------------
69 5.88 5.70 5.14 5.34
- -------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------
70 6.05 5.84 5.20 5.46
- -------------------------------------------------------------------------------------
71 6.23 5.99 5.26 5.57
- -------------------------------------------------------------------------------------
72 6.44 6.14 5.31 5.69
- -------------------------------------------------------------------------------------
73 6.66 6.30 5.36 5.82
- -------------------------------------------------------------------------------------
74 6.89 6.47 5.40 5.96
- -------------------------------------------------------------------------------------
75 7.15 6.65 5.44 6.10
- -------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
JOINT AND SURVIVOR ANNUITIES
- -------------------------------------------------------------------------------------
Joint and Full to Survivor Joint and Two-Thirds Survivor
- -------------------------------------------------------------------------------------
Certain Period Certain Period
- -------------------------------------------------------------------------------------
None 120 240 Joint None 120 240
Months Months Age Months Months
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$4.37 $4.37 $4.34 60 $4.78 $4.74 $4.57
- -------------------------------------------------------------------------------------
4.44 4.44 4.40 61 4.88 4.82 4.63
- -------------------------------------------------------------------------------------
4.52 4.51 4.46 62 4.97 4.91 4.69
- -------------------------------------------------------------------------------------
4.60 4.59 4.53 63 5.08 5.00 4.76
- -------------------------------------------------------------------------------------
4.68 4.68 4.60 64 5.19 5.10 4.82
- -------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------
4.77 4.77 4.67 65 5.31 5.21 4.88
- -------------------------------------------------------------------------------------
4.87 4.86 4.74 66 5.44 5.32 4.95
- -------------------------------------------------------------------------------------
4.98 4.96 4.82 67 5.57 5.44 5.01
- -------------------------------------------------------------------------------------
5.09 5.07 4.89 68 5.72 5.56 5.08
- -------------------------------------------------------------------------------------
5.21 5.19 4.96 69 5.87 5.69 5.14
- -------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------
5.34 5.31 5.04 70 6.04 5.83 5.20
- -------------------------------------------------------------------------------------
5.47 5.44 5.11 71 6.22 5.97 5.25
- -------------------------------------------------------------------------------------
5.62 5.58 5.18 72 6.42 6.12 5.31
- -------------------------------------------------------------------------------------
5.78 5.73 5.24 73 6.62 6.28 5.36
- -------------------------------------------------------------------------------------
5.96 5.88 5.30 74 6.85 6.44 5.40
- -------------------------------------------------------------------------------------
6.14 6.05 5.36 75 7.09 6.61 5.44
- -------------------------------------------------------------------------------------
</TABLE>

Age Adjustment Table
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
Year of Birth Adjustment to Age Year of Birth Adjustment to Age
- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
Before 1920 + 2 1960-1969 - 3
- -------------------------------------------------------------------------------------
1920-1929 + 1 1970-1979 - 4
- -------------------------------------------------------------------------------------
1930-1939 0 1980-1989 - 5
- -------------------------------------------------------------------------------------
1940-1949 - 1 1990-1999 - 6
- -------------------------------------------------------------------------------------
1950-1959 - 2 ETC. ETC.
- -------------------------------------------------------------------------------------
</TABLE>

LN925 Page 18
<PAGE>

ARTICLE 2
ANNUITY PURCHASE RATES UNDER A FIXED PAYMENT OPTION

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
DOLLAR AMOUNT OF FIRST MONTHLY PAYMENT WHICH IS
PURCHASED WITH EACH $1,000 APPLIED
- -------------------------------------------------------------------------------------
SINGLE LIFE ANNUITIES
- -------------------------------------------------------------------------------------
No 120 240
Period Months Months Cash
Age Certain Certain Certain Refund
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
60 $4.42 $4.38 $4.22 $4.18
- -------------------------------------------------------------------------------------
61 4.52 4.47 4.29 4.26
- -------------------------------------------------------------------------------------
62 4.62 4.56 4.36 4.34
- -------------------------------------------------------------------------------------
63 4.73 4.66 4.43 4.42
- -------------------------------------------------------------------------------------
64 4.85 4.77 4.50 4.51
- -------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------
65 4.97 4.89 4.57 4.60
- -------------------------------------------------------------------------------------
66 5.11 5.01 4.64 4.69
- -------------------------------------------------------------------------------------
67 5.25 5.13 4.71 4.79
- -------------------------------------------------------------------------------------
68 5.41 5.27 4.78 4.90
- -------------------------------------------------------------------------------------
69 5.57 5.41 4.85 5.01
- -------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------
70 5.75 5.56 4.91 5.13
- -------------------------------------------------------------------------------------
71 5.95 5.71 4.98 5.25
- -------------------------------------------------------------------------------------
72 6.16 5.88 5.04 5.38
- -------------------------------------------------------------------------------------
73 6.38 6.05 5.09 5.52
- -------------------------------------------------------------------------------------
74 6.63 6.23 5.14 5.66
- -------------------------------------------------------------------------------------
75 6.90 6.42 5.19 5.81
- -------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
JOINT AND SURVIVOR ANNUITIES
- -------------------------------------------------------------------------------------
Joint and Full to Survivor Joint and Two-Thirds Survivor
- -------------------------------------------------------------------------------------
Certain Period Certain Period
- -------------------------------------------------------------------------------------
None 120 240 Joint None 120 240
Months Months Age Months Months
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$4.01 $4.01 $3.98 60 $4.43 $4.38 $4.22
- -------------------------------------------------------------------------------------
4.09 4.08 4.05 61 4.52 4.47 4.29
- -------------------------------------------------------------------------------------
4.17 4.16 4.12 62 4.63 4.57 4.36
- -------------------------------------------------------------------------------------
4.25 4.25 4.19 63 4.74 4.67 4.43
- -------------------------------------------------------------------------------------
4.34 4.34 4.26 64 4.85 4.78 4.50
- -------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------
4.44 4.43 4.34 65 4.98 4.89 4.57
- -------------------------------------------------------------------------------------
4.54 4.54 4.42 66 5.11 5.01 4.64
- -------------------------------------------------------------------------------------
4.66 4.64 4.50 67 5.26 5.13 4.71
- -------------------------------------------------------------------------------------
4.77 4.76 4.58 68 5.41 5.27 4.78
- -------------------------------------------------------------------------------------
4.90 4.88 4.66 69 5.57 5.41 4.85
- -------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------
5.04 5.01 4.74 70 5.75 5.55 4.91
- -------------------------------------------------------------------------------------
5.18 5.15 4.82 71 5.94 5.70 4.98
- -------------------------------------------------------------------------------------
5.34 5.30 4.89 72 6.14 5.86 5.03
- -------------------------------------------------------------------------------------
5.51 5.45 4.96 73 6.35 6.03 5.09
- -------------------------------------------------------------------------------------
5.69 5.62 5.03 74 6.59 6.20 5.14
- -------------------------------------------------------------------------------------
5.89 5.79 5.09 75 6.84 6.38 5.18
- -------------------------------------------------------------------------------------
</TABLE>

LN925 Page 19
<PAGE>

FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

FLEXIBLE PREMIUMS PAYABLE UNTIL MATURITY DATE OR DEATH

PROCEEDS PAYABLE UPON THE FIRST EVENT TO OCCUR - SURRENDER, MATURITY OR
DEATH

NON-PARTICIPATING - NO DIVIDENDS PAYABLE

The amount or duration of the death benefit may be fixed or variable. The death
benefit is payable as described in the Death Benefit Options and Proceeds
sections of this Policy.

LN925

THIS POLICY IS A LEGAL CONTRACT BETWEEN YOU AND LINCOLN LIFE
PLEASE READ YOUR POLICY CAREFULLY

RIGHT OF POLICY EXAMINATION

Signed for Lincoln Life on its Date of Issue.

[X] /s/
PRESIDENT

Registrar

FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

FLEXIBLE PREMIUMS PAYABLE UNTIL MATURITY DATE OR DEATH
PROCEEDS PAYABLE UPON THE FIRST EVENT TO OCCUR - SURRENDER,
MATURITY OR DEATH NON-PARTICIPATING - NO DIVIDENDS PAYABLE

The amount or duration of the death benefit may be fixed or variable. The death
benefit is payable as described in the Death Benefit Options and Proceeds
sections of this Policy.

Table of Contents
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Page No. Page No.
<S> <C> <C> <C>
Policy Specifications . . . . . . . . . . . . . . . . . PS1 Annual Report . . . . . . . . . . . . . . . 5
Policy Summary . . . . . . . . . . . . . . . . . . . . . 1 Projection of Benefits . . . . . . . . . . 5
Definitions . . . . . . . . . . . . . . . . . . . . . . 1 Proceeds . . . . . . . . . . . . . . . . . 5
Administrator Mailing Address . . . . . . . . . . . 1 Coverage Beyond Maturity . . . . . . . . . 5
Annuity Commencement Date . . . . . . . . . . . . . 1 Right to Defer Payment . . . . . . . . . . 6
Attained Age . . . . . . . . . . . . . . . . . . . 1 Suicide and Incontestability . . . . . . . . . . 6
Date of Issue . . . . . . . . . . . . . . . . . . . 1 Suicide Exclusion . . . . . . . . . . . . . 6
Death Benefit . . . . . . . . . . . . . . . . . . . 1 Incontestability . . . . . . . . . . . . . 6
Fixed Account Value . . . . . . . . . . . . . . . . 1 Premiums and Reinstatement . . . . . . . . . . . 7
Fund(s) . . . . . . . . . . . . . . . . . . . . . . 1 General . . . . . . . . . . . . . . . . . . 7
General Account . . . . . . . . . . . . . . . . . . 2 Planned Premiums . . . . . . . . . . . . . 7
Home Office . . . . . . . . . . . . . . . . . . . . 2 Additional Premiums . . . . . . . . . . . . 7
Initial Coverage . . . . . . . . . . . . . . . . . 2 Allocation of Premium . . . . . . . . . . . 7
Lincoln Life Variable Annuity Account N. . . . . . 2 Changes in Allocation Percentages . . . . . 7
Lincoln Life Flexible Premium Variable Life 2 Grace Period . . . . . . . . . . . . . . . 7
Account S . . . . . . . . . . . . . . . . . . . . . 2 Reinstatement . . . . . . . . . . . . . . . 8
Loan Account Value . . . . . . . . . . . . . . . . 2 Death Benefit Options . . . . . . . . . . . . . 8
Maturity Date . . . . . . . . . . . . . . . . . . 2 General . . . . . . . . . . . . . . . . . . 8
Minimum Specified Amount . . . . . . . . . . . 2 Option 1 . . . . . . . . . . . . . . . . . 8
Monthly Deduction Day . . . . . . . . . . . . . . 2 Option 2 . . . . . . . . . . . . . . . . . 8
Net Premium . . . . . . . . . . . . . . . . . . . 2 Option 3 . . . . . . . . . . . . . . . . . 8
Net Single Premium . . . . . . . . . . . . . . . . 2 Death Benefit Based on a Percentage . . . . 8
Policy Month . . . . . . . . . . . . . . . . . . . 2 Guaranteed Death Benefit . . . . . . . . . . . . 9
Policy Year/Policy Anniversary . . . . . . . . . 3 General . . . . . . . . . . . . . . . . . . 9
Premium Accumulation Rate . . . . . . . . . . 3 Changes to the Guaranteed Death Benefit . . 9
Premium Tax Charge . . . . . . . . . . . . . . . . 3 Policy Values . . . . . . . . . . . . . . . . . 9
Proceeds . . . . . . . . . . . . . . . . . . . . . 3 Basis of Calculation . . . . . . . . . . . 10
Separate Account . . . . . . . . . . . . . . . . . 3 Interest Credited . . . . . . . . . . . . . 10
Separate Account Value . . . . . . . . . . . . . . 3 Fixed Account Value . . . . . . . . . . . . 10
Specified Amount . . . . . . . . . . . . . . . . . 3 Separate Account Value . . . . . . . . . . 11
Subsequent Application(s) . . . . . . . . . . . . 3 Charges to Policy Values . . . . . . . . . 11
Target Premium . . . . . . . . . . . . . . . . . . 3 Transfers Within Accounts . . . . . . . . . 11
Total Account Value . . . . . . . . . . . . . . . . 3 Monthly Deductions . . . . . . . . . . . . 11
Valuation Date . . . . . . . . . . . . . . . . . . 3 Cost of Insurance . . . . . . . . . . . . . 11
Valuation Period . . . . . . . . . . . . . . . . . 3 Cost of Insurance Rate . . . . . . . . . . 11
We, Our, Us, Company . . . . . . . . . . . . . . 3 Nonforfeiture Provisions . . . . . . . . . . . . 12
Written Request . . . . . . . . . . . . . . . . . 3 Continuation of Coverage . . . . . . . . . 12
You, Your . . . . . . . . . . . . . . . . . . . . 4 Surrender Value . . . . . . . . . . . . . . 12
General Provisions . . . . . . . . . . . . . . . . . . . 4 Partial Surrender . . . . . . . . . . . . . 12
The Contract . . . . . . . . . . . . . . . . . . . 4 Paid-Up Nonforfeiture Option . . . . . . . 12
Owner . . . . . . . . . . . . . . . . . . . . . . 4 Policy Loans . . . . . . . . . . . . . . . . . . 13
Beneficiary . . . . . . . . . . . . . . . . . . . 4 General . . . . . . . . . . . . . . . . . . 13
Changes in Owner and Beneficiary . . . . . . 4 Loan Interest Rate Charged . . . . . . . . 13
Assignment . . . . . . . . . . . . . . . . . . . . 4 Loan Interest Rate Credited . . . . . . . . 13
Non-Participating . . . . . . . . . . . . . . . . 4 Repayment . . . . . . . . . . . . . . . . . 13
Policy Settlement . . . . . . . . . . . . . . . . 4 Changes in Insurance Coverage . . . . . . . . . 13
Age . . . . . . . . . . . . . . . . . . . . . . . 5 General . . . . . . . . . . . . . . . . . . 14
Change of Address . . . . . . . . . . . . . . . . . Increase in Specified Amount . . . . . . .
Decrease in Specified Amount . . . . . . .

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

Any riders and a copy of the application(s) are at the end of this Policy.

LN926
<PAGE>

Table of Contents
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Page No. Page No.
<S> <C> <C> <C>
Change in Death Benefit Option . . . . . . . . . . 14 Fund(s) Settlement Option Annuity Unit Value
Change from Option 1 to 2 . . . . . . . . . . . . . 14 of Lincoln Life Variable Annuity Account N . . . 16
Change from Option 2 to 1 . . . . . . . . . . . . . 14 Fund(s) Settlement Option Accumulation Unit
Change from Option 3 to 1 . . . . . . . . . . . . . 14 Value of Lincoln Life Variable Annuity Account N 16
Change from Option 3 to 2 . . . . . . . . . . . . . 14 Fund Transfers During the Annuity Period . . . . 17
Change of Fund(s) . . . . . . . . . . . . . . . . . . . 15 Annuity Payment Options . . . . . . . . . . . . 17
Separate Account . . . . . . . . . . . . . . . . . . . . 15 Article 1 - Annuity Purchase Rates Under a
Settlement Options . . . . . . . . . . . . . . . . . . . 15 Variable Payment Option . . . . . . . . . . . . 18
Conditions . . . . . . . . . . . . . . . . . . . . 15 Article 2 - Annuity Purchase Rates Under a Fixed
Separate Account . . . . . . . . . . . . . . . . . 16 Payment Option . . . . . . . . . . . . . . . . . 19
Fund(s) Settlement Option Annuity Units of
Lincoln Life Variable Annuity Account N . . . . . . 16

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

Any riders and a copy of the application(s) are at the end of this Policy.

LN926
<PAGE>

Policy Summary

This is a flexible premium variable universal life insurance policy. Proceeds as
described in this Policy will be paid upon surrender, maturity, or death of the
Insured.

If the General Account is selected, the Fixed Account Value in that Account will
accumulate at rates of interest We determine. Such rates will not be less than
4.0% a year.

Other rights and benefits are explained in this Policy.

Definitions

Administrator Mailing Address

The Lincoln National Life Insurance Company, 350 Church Street, Hartford, CT
06103-1106.

Annuity Commencement Date

The Valuation Date when the Policy Proceeds are invested for payment of annuity
benefits under the settlement option selected.

Attained Age

Date of Issue

Death Benefit

The amount described in the Death Benefit Options provision which is payable on
the date of death, subject to all provisions contained in this Policy.

Fixed Account Value

The non-loaned portion of this Policy's Total Account Value attributable to the
non-variable portion of this Policy. The Fixed Account Value is held in the
General Account.

Fund(s)

LN926 Page 1
<PAGE>

General Account

Home Office

Our main office, located at Fort Wayne, Indiana.

Initial Coverage

Coverage provided by this Policy prior to any change in coverage.

Lincoln Life Variable Annuity Account N

Lincoln Life Flexible Premium Variable Life Account S

A Separate Account which segregates assets attributable to the variable portion
of life insurance from other assets of the Company. Its assets are invested in
shares of the Funds.

Loan Account Value

The sum of all unpaid loans. The amount necessary to repay all loans in full is
the Loan Account Value plus any accrued interest. The Loan Account Value is held
in the General Account.

Maturity Date

The Policy Anniversary on which the Insured reaches Attained Age 100.

Minimum Specified Amount

The Specified Amount for this Policy cannot be decreased below this amount. The
Minimum Specified Amount for this Policy is shown in the Policy Specifications.

Monthly Deduction Day

The first Monthly Deduction Day is the Date of Issue. Monthly Deduction Days
occur each month thereafter on the same day of the month as the Date of Issue.

Net Premium

The Net Premium is equal to:

1. the premium paid; less

2. a Premium Load not to exceed the Guaranteed Maximum Premium Load shown in
the Policy Specifications; less

3. a Premium Tax Charge.

Net Single Premium

Policy Month

The Policy Month begins each month on the same day of the month as the Date of
Issue.

Policy Year/Policy Anniversary

The first Policy Year is the 12 month period beginning on the Date of Issue.
Your Policy Anniversary is equal to the Date of Issue plus 1 year, 2 years, etc.

LN926 Page 2
<PAGE>

Premium Accumulation Rate

Premium Tax Charge

A charge equal to the state and municipal taxes associated with premiums
received.

Proceeds

The amount We will pay upon the death of the Insured, the Maturity Date, or upon
surrender of this Policy as described in the Proceeds provision.

Separate Account

Separate Account Value

Specified Amount

The Specified Amount is shown in the Policy Specifications or in the
Supplemental Policy Specifications, if later changed.

Subsequent Application(s)

Any application after the initial application initiated by You or by Us.

Target Premium

The Target Premium is shown in the Policy Specifications or in the Supplemental
Policy Specifications, if later changed.

Total Account Value

The sum of the Fixed Account Value, the Separate Account Value, and the Loan
Account Value. This is the Policy's cash value.

Valuation Date

Any day on which the New York Stock Exchange is open for trading.

Valuation Period

The period of time commencing immediately after the close of business on each
Valuation Date and ending at the close of business on the next Valuation Date.

We, Our, Us, Company

Refers to The Lincoln National Life Insurance Company, its successors, or
assigns.

Written Request

A request in writing, in a form satisfactory to Us and received by Us at the
Administrator Mailing Address.

You, Your

Refers to the Owner(s) of this Policy.

LN926 Page 3
<PAGE>

General Provisions

The Contract

Only the President, a Vice President, an Assistant Vice President, a Secretary,
a Director or an Assistant Director of Lincoln Life may agree to a change in
this Policy, and then only in writing.

All statements made by or for the Insured are representations and not
warranties.

No statement will be used to void this Policy or defend against a claim unless
it is contained in the initial application or Subsequent Applications.

Owner

Unless otherwise stated in the application or later changed, this Policy is
owned by the Insured.

During the lifetime of the Insured all rights granted by this Policy or allowed
by Us belong to the Owner.

If this Policy is owned jointly, any exercise of rights granted by this Policy
must be made jointly.

Beneficiary

The individual or entity that will receive any Proceeds on death is the
Beneficiary. The Beneficiary is stated in the application, unless later changed.

If no designated Beneficiary is living at the time of the death of the Insured,
all benefits will be paid to the Owner or the Owner's executors, administrators,
or assigns.

Changes in Owner and Beneficiary

Assignment

We will not be responsible for the validity of any assignment.

Non-Participating

No dividends will be paid.

Policy Settlement

Age

If the Insured's age is misstated, the Death Benefit will be that which would
have been purchased by the most recent monthly deduction at the correct age.

LN926 Page 4
<PAGE>

Change of Address

You must notify Us at the Administrator Mailing Address of a change in Your
mailing address.

Annual Report

1. Gross premiums paid;

2. the cost of insurance and the cost of riders;

3. interest and investment return credited to the Total Account Value;

4. the amount of any surrenders or partial surrenders;

5. a summary of loan activity; and

6. any other information required by the jurisdiction in which this Policy was
delivered.

Projection of Benefits

We will provide a projection of illustrative future death benefits and Total
Account Values at any time upon Written Request.

Proceeds

Proceeds on death of the Insured will equal:

1. The Death Benefit; less

2. the Loan Account Value plus any accrued interest; less

3. any overdue deductions.

Proceeds on death are payable after receipt at the Administrator Mailing Address
of due proof of death of the Insured.

Proceeds on maturity of this Policy will equal:

1. The Total Account Value on the Maturity Date; less

2. the Loan Account Value plus any accrued interest.

Proceeds on surrender of this Policy will equal the Surrender Value as described
in the Surrender Value provision.

All Proceeds are subject to adjustment under the Age, Incontestability, Suicide
Exclusion and Grace Period provisions.

Coverage Beyond Maturity

We will continue to credit interest to the Total Account Value of this
Policy as described in the Interest Credited provision.

After the Insured reaches Attained Age 100 the Separate Account Value of
this Policy will be transferred to the Fixed Account.

Monthly Deductions will be calculated with a Cost of Insurance rate equal
to zero.

Proceeds payable on death will be as described in the Proceeds provision of
this Policy.

LN926 Page 5
<PAGE>

Right to Defer Payment

1. Surrender or partial surrender values;

2. any Proceeds on death in excess of the current Specified Amount; or

3. any portion of the Loan Value.

Payment of any Fixed Account Value may be deferred for up to six months, except
when used to pay premiums to Us.

Suicide and Incontestability

Suicide Exclusion

If the Insured dies by suicide, while sane or insane, within two years from the
Date of Issue of this Policy and while this Policy is inforce, We will pay:

1. Premiums paid less amounts allocated to Lincoln Life Flexible Premium
Variable Life Account S; plus

2. the Separate Account Value; plus

3. the portion of the monthly deductions that have been deducted from the
Separate Account Value; less

4. the sum of:

(a) the Loan Account Value transferred from the Fixed Account Value; plus

(b) the interest due on the Loan Account Value; plus

(d) any interest earned on the Loan Account Value transferred to the
Separate Account Value.

If the Insured dies by suicide, while sane or insane, within 2 years from the
Date of Issue of any increase in coverage, We will pay only the monthly
deductions for the increase.

If the Insured dies by suicide, while sane or insane, more than 2 years from the
Date of Issue of this Policy but within 2 years from the Date of Issue of any
increase in coverage, We will pay:

1. The Proceeds on death for any coverage in effect more than 2 years from the
Date of Issue of this Policy; plus

2. the monthly deductions for the increase in coverage.

All amounts will be calculated as of the date of death.

Incontestability

With respect to statements made in the initial application for the Insured:

We will not contest this Policy after it has been in force during the
lifetime of the Insured for 2 years from its Date of Issue.

With respect to statements made in any Subsequent Applications for the Insured:

If this Policy is contested, Your rights or the Beneficiary's rights may be
affected.

LN926 Page 6
<PAGE>

Premiums and Reinstatement

General

Sufficient premiums must be paid to continue this Policy in force until the
Maturity Date. The first premium is due on the Date of Issue. Premium due dates
are measured from the Date of Issue.

We may apply limits for Planned Premiums and Additional Premiums as necessary to
preserve the status of this Policy as a life insurance policy under federal tax
law.

Planned Premiums

You may change the amount and frequency of Planned Premiums by Your Written
Request.

Additional Premiums

Additional Premiums are premium payments in excess of planned premiums.

Additional Premiums may be paid at any time while this Policy is in force and
before the Maturity Date.

Allocation of Premium

Changes in Allocation Percentages

Grace Period

LN926 Page 7
<PAGE>

Reinstatement

1. satisfactory evidence of insurability on the Insured; and

2. payment of an amount sufficient to cover the current monthly deduction(s)
plus two additional Policy Months.

The Guaranteed Death Benefit Provision will not be reinstated.

Death Benefit Options

General

Option 1

Option 2

Option 3

Under this option, the Death Benefit will be the greater of (a) the Specified
Amount plus the Accumulated Premium(s) on the date of death, or (b) a percentage
of the Total Account Value, as described below. This option may be selected only
at issue. The total death benefit under this option is limited and will not
exceed the total Death Benefit paid under Option 2.

The Accumulated Premium is the sum of all premiums paid from the Date of Issue
accumulated at the Premium Accumulation Rate.

Death Benefit Based on a Percentage

As determined below, Item (b) under either Death Benefit option will not be less
than a percentage of the Total Account Value on the date of death.

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

LN926 Page 8

<PAGE>

Guaranteed Death Benefit

General

The Guaranteed Death Benefit is applicable only if the required premiums are
paid and the conditions for the Guaranteed Death Benefit provisions are
satisfied.

The minimum required Monthly Premium is shown in the Policy Specifications.

If the Guaranteed Death Benefit is in effect on the Maturity Date, Proceeds on
maturity will be paid as described in the Proceeds provision of this Policy.

Changes to the Guaranteed Death Benefit

The Guaranteed Death Benefit cannot be reinstated after termination of the
provision.

Policy Values

Basis of Calculation

Interest Credited

Interest earned by the Loan Account Value is described in the Loan Interest
Credited provision.

Fixed Account Value

The Fixed Account Value for this Policy will be:

1. The value of the Net Premiums credited to the Fixed Account Value; less

2. the portion of monthly deductions from the Fixed Account Value; plus

3. interest credited; less

4. any transfers of value out of the Fixed Account Value; plus

5. any transfers from the Fund(s) to the Fixed Account Value; plus

6. any loan repayments credited to the Fixed Account Value.

LN926 Page 9
<PAGE>

Separate Account Value

The Separate Account Value of this Policy will be the sum of the Fund Account
Values.

A. Fund Account Value

The portion of each Net Premium allocated to a Fund plus any interest
earned on the Loan Account Value which is attributable to that Fund is
credited to this Policy in the form of accumulation units. Accumulation
units measure the net investment result of each Fund. The number of
accumulation units credited is equal to that portion of Net Premium
divided by the accumulation unit value for that Fund for the Valuation
Period in which the premium is received.

The Fund Account Value of each Fund will equal the accumulation unit
value for that Fund multiplied by the number of accumulation units for
that Fund credited to this Policy.

B. Accumulation Unit Value

A Fund accumulation unit value for any Valuation Period after the inception
of the Fund is calculated as follows:

3. the result of (2) is divided by the number of accumulation units for
that Fund outstanding at the beginning of the Valuation Period.

The accumulation unit value may increase or decrease from Valuation Period
to Valuation Period.

Charges to Policy Values

The portion of the deduction attributable to the Fixed Account Value will be
deducted from that Value as a dollar amount.

Transfers Within Accounts

LN926 Page 10
<PAGE>

Monthly Deductions

The monthly deduction is equal to:

1. the cost of insurance as calculated below; plus

2. the monthly policy fee, shown in the Policy Specifications.

Cost of Insurance

The Cost of Insurance on any Monthly Deduction Day will be (1) multiplied by the
result of (2) minus (3) where:

(1) is the monthly Cost of Insurance Rate on that date divided by 1,000;

(2) is the death benefit on that date divided by 1.0032737;

(3) is the Total Account Value on that date before computing the monthly
deductions for the cost of insurance for this Policy.

Cost of Insurance Rate

Nonforfeiture Provisions

Continuation of Coverage

Surrender Value

The full Surrender Value will equal:

1. The Total Account Value on the date of surrender; less

2. the Loan Account Value plus any accrued interest; plus

3. the premium load refund, if any.

LN926 Page 11
<PAGE>

Partial Surrender

Partial surrenders may be made at any time after the first Policy Year while
this Policy is in force.

The minimum amount of any partial surrender is $500.

If the Death Benefit option for this Policy is Option 2, a partial surrender
will reduce the Total Account Value and the Death Benefit. The Specified Amount
will not be reduced.

Paid-Up Nonforfeiture Option

By Written Request, You may elect, at any time prior to the Maturity Date, to
continue this Policy as paid-up life insurance with no further premiums due.

The effective date of the paid-up insurance will be the Monthly Deduction Day
which occurs on or immediately after the date Your request is received by Us.

As of the effective date:

No further premium payments, monthly deductions, excess interest credits or
changes in coverage may be made; and

No transfers from the Fixed Account Value back to the Separate Account
Value may be made; and

all extra benefit riders will terminate.

Policy Loans

General

Loan Interest Rate Charged

LN926 Page 12
<PAGE>

The interest rate charged during any Policy Year will not exceed the maximum
rate for that year. The maximum rate will be the greater of:

1. the Monthly Average for the calendar month which ends 2 months before the
month in which the Policy Anniversary occurs; or

2. 4.8%

We may increase the rate only when the maximum rate is at least .5% higher than
the rate in effect for the prior Policy Year.

We will reduce the rate only when the maximum rate is at least .5% lower than
the rate in effect for the prior Policy Year.

Loan Interest Rate Credited

The Loan Account Value will earn interest at the policy loan interest rate less
a percentage not to exceed 0.80%.

Repayment

Changes in Insurance Coverage

General

For any change in coverage We will require Your Written Request. Supplemental
Policy Specifications will be sent to You once the change is completed.

Increase in Specified Amount

Increases will be allowed at any time.

Satisfactory evidence of insurability on the Insured may be required.

The Date of Issue for any increase will be shown in the Supplemental Policy
Specifications.

Increases in the Specified Amount will increase the Guaranteed Death Benefit
Premium. The premium required to maintain the Guaranteed Death Benefit will be
based on the new Specified Amount.

LN926 Page 13
<PAGE>

Decrease in Specified Amount

Decreases will be allowed at any time with Our consent.

The amount of a decrease cannot reduce this Policy's Specified Amount below the
Minimum Specified Amount.

For a decrease in the Specified Amount, the Date of Issue will be the Monthly
Deduction Date on or next following the date on which Your Written Request is
received.

The decrease will reduce any past increases in the reverse order in which they
occurred.

A decrease in the Specified Amount will reduce the Guaranteed Death Benefit
Premium. The premium required to maintain the Guaranteed Death Benefit will be
based on the new Specified Amount.

Change in Death Benefit Option

Any change in the Death Benefit option is subject to the following conditions:

We will not allow a change from Death Benefit Options 1 or 2 to Death Benefit
Option 3.

We will not allow a change in the Death Benefit option if the Specified Amount
will be reduced below the Minimum Specified Amount.

The change will take effect on the Monthly Deduction Day on or next following
the date on which Your Written Request is received.

Evidence of insurability may be required.

Change from Option 1 to 2

Changes from Option 1 to 2 will be allowed at any time. The Specified Amount
will be reduced to equal the Specified Amount less the Total Account Value at
the time of the change.

A reduction in the Specified Amount will reduce the Guaranteed Death Benefit
Premium. The premium required to maintain the Guaranteed Death Benefit will be
based on the new Specified Amount.

Change from Option 2 to 1

Changes from Option 2 to 1 will be allowed at any time. The new Specified Amount
will equal the Specified Amount plus the Total Account Value at the time of the
change.

An increase in the Specified Amount will increase the Guaranteed Death Benefit
Premium. The premium required to maintain the Guaranteed Death Benefit will be
based on the new Specified Amount.

Change from Option 3 to 1

An increase in the Specified Amount will increase the Guaranteed Death Benefit
Premium. The premium required to maintain the Guaranteed Death Benefit will be
based on the new Specified Amount.

Change from Option 3 to 2

A reduction in the Specified Amount will reduce the Guaranteed Death Benefit
Premium. The premium required to maintain the Guaranteed Death Benefit will be
based on the new Specified Amount.

LN926 Page 14
<PAGE>

Change of Fund(s)

The Company may:

1. Change the Fund(s) which may be invested in a Separate Account; and

2. replace the shares of Funds held in a Separate Account with shares of other
Fund(s).

Changes must be:

1. Approved by a majority vote of persons having an interest in the Separate
Account and its Fund(s); or

2. deemed necessary by Us under the Investment Company Act of 1940; or

3. deemed necessary by Us to accomplish the purpose of the Separate Account.

The investment policy of a Separate Account may not be changed without Our
obtaining any necessary regulatory or other approvals.

We will notify You of any change.

Separate Account

The value of the assets of Lincoln Life Flexible Premium Variable Life Account S
is determined whenever the policy benefits vary and at the end of every
Valuation Period.

Settlement Options

Conditions

the Payee is not a natural person receiving payments in his or her
own right; or

the Payee is an assignee of this Policy.

When any option is chosen, the Payee must designate whether the annuity will be:

(a) a fixed annuity

(b) a variable annuity, or

If no designation is made, the Separate Account Value shall be used to provide a
variable annuity payment, and the Fixed Account Value shall be used to provide a
fixed annuity payment.

If a fixed annuity is chosen, the annuity purchase rate for the option chosen
will reflect at least the minimum guaranteed interest rate of 3.0%.

Where a variable annuity is chosen, an assumed annual net return rate of 4.0%
will be used to determine the amount of the first annuity payment under a
variable annuity.

LN926 Page 15
<PAGE>

Payments will not change due to changes in the mortality or expense results or
administrative charges.

Separate Account

Fund(s) Settlement Option Annuity Units of
Lincoln Life Variable Annuity Account N

If payment on a variable basis is chosen, the first payment is calculated as
follows:

1. the portion of Proceeds applied to make payment on the variable basis;
divided by

2. 1,000; multiplied by

3. the payment rate for the option chosen.

Fund(s) Settlement Option Annuity Unit Value of
Lincoln Life Variable Annuity Account N

A Fund settlement option annuity unit value for any Valuation Period after the
inception of the Fund is calculated as follows:

1. The Fund settlement option annuity unit value for the immediately preceding
Valuation Period; multiplied by

3. 0.9998926 raised to a power equal to the number of days in the current
Valuation Period. 0.9998926 is the daily factor for the 4.0% assumed annual
net return rate.

The dollar value of the Fund settlement option unit values and payments may
increase or decrease due to investment gain or loss.

Fund(s) Settlement Option Accumulation Unit Value of
Lincoln Life Variable Annuity Account N

A Fund settlement option accumulation unit value for any Valuation Period after
the inception of the Fund is calculated as follows:

1. The total value of Fund shares held is calculated by multiplying the
number of Fund shares owned 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 earned
during the Valuation Period; minus

3. The result of (2) is divided by the number of accumulation units for that
Fund outstanding at the beginning of the Valuation Period.

LN926 Page 16
<PAGE>

Fund Transfers During the Annuity Period

Annuity Payment Options:

Other Options - other options may be available as agreed upon in writing by Us.

Article 2 of this Policy illustrates the minimum payment amounts and the age
adjustments which will be used to determine the monthly payments under a fixed
annuity payment option. The tables show the dollar amount of the guaranteed
monthly payments which can be purchased with each $1,000 of Proceeds, after
deduction of any applicable premium taxes. Amounts shown use the 1983 `a'
Individual Annuity Mortality Table, modified, with an interest rate of 3.0% per
year and a 2.0% expense load.

LN926 Page 17
<PAGE>
ARTICLE 1
ANNUITY PURCHASE RATES UNDER A VARIABLE PAYMENT OPTION

LN926 Page 18
<PAGE>
ARTICLE 2
ANNUITY PURCHASE RATES UNDER A FIXED PAYMENT OPTION

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
DOLLAR AMOUNT OF FIRST MONTHLY PAYMENT WHICH IS
PURCHASED WITH EACH $1,000 APPLIED
- -------------------------------------------------------------------------------------
SINGLE LIFE ANNUITIES
- -------------------------------------------------------------------------------------
No 120 240
Period Months Months Cash
Age Certain Certain Certain Refund
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
60 $4.42 $4.38 $4.22 $4.18
- -------------------------------------------------------------------------------------
61 4.52 4.47 4.29 4.26
- -------------------------------------------------------------------------------------
62 4.62 4.56 4.36 4.34
- -------------------------------------------------------------------------------------
63 4.73 4.66 4.43 4.42
- -------------------------------------------------------------------------------------
64 4.85 4.77 4.50 4.51
- -------------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
JOINT AND SURVIVOR ANNUITIES
- -------------------------------------------------------------------------------------
Joint and Full to Survivor Joint and Two-Thirds Survivor
- -------------------------------------------------------------------------------------
Certain Period Certain Period
- -------------------------------------------------------------------------------------
None 120 240 Joint None 120 240
Months Months Age Months Months
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$4.01 $4.01 $3.98 60 $4.43 $4.38 $4.22
- -------------------------------------------------------------------------------------
4.09 4.08 4.05 61 4.52 4.47 4.29
- -------------------------------------------------------------------------------------
4.17 4.16 4.12 62 4.63 4.57 4.36
- -------------------------------------------------------------------------------------
4.25 4.25 4.19 63 4.74 4.67 4.43
- -------------------------------------------------------------------------------------
4.34 4.34 4.26 64 4.85 4.78 4.50
- -------------------------------------------------------------------------------------

LN926 Page 19
<PAGE>

FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

FLEXIBLE PREMIUMS PAYABLE UNTIL MATURITY DATE OR DEATH

PROCEEDS PAYABLE UPON THE FIRST EVENT TO OCCUR - SURRENDER,
MATURITY OR DEATH

NON-PARTICIPATING - NO DIVIDENDS PAYABLE

The amount or duration of the death benefit may be fixed or variable. The death
benefit is payable as described in the Death Benefit Options and Proceeds
sections of this Policy.

LN926