LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
497, 1996-05-09
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<PAGE>
 
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                                   ACCOUNT C
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LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C INDIVIDUAL VARIABLE ANNUITY
CONTRACTS

issued by: 
Lincoln National Life Insurance Co.
1300 South Clinton Street
Fort Wayne, Indiana 46802

This Prospectus describes individual variable annuity contracts issued by
Lincoln National Life Insurance Co. (Lincoln Life). They are for use with the
following retirement plans qualified for special tax treatment (qualified
contracts) under the Internal Revenue Code of 1986, as amended (the code):

1. Public school systems and 501(c)(3) tax-exempt organizations;

2. Qualified corporate employee pension and profit-sharing trusts and qualified
   annuity plans;

3. Corresponding plans of self-employed individuals (H.R. 10 or Keogh);

4. Individual retirement annuities (IRA);

5. Government deferred compensation plans (457); and

6. Simplified employee pension plans (SEP).

The contracts described in this Prospectus are also offered to plans established
by persons who are not entitled to participate in one of the previously
mentioned plans (nonqualified contracts).

This Prospectus offers you, as contractowner, contracts of the following types:

1. Single premium deferred annuity;

2. Flexible premium deferred annuity; and

3. Periodic premium deferred annuity.

The contracts offer you the accumulation of contract value and payment of
periodic annuity benefits. These benefits may be paid on a variable or fixed
basis or a combination of both. Benefits start at an annuity commencement date
which you select and which must be on or before the annuitant's 85th birthday.
If the annuitant dies before the annuity commencement date, the contract value
will be paid to the beneficiary.

The minimum initial purchase payment for each of the three types of contract is:

1. Single premium deferred contract: $1,000 for IRAs and SEPs; $3,000 for all
   others;

2. Flexible premium deferred contract: $1,000 for IRAs and SEPs; $3,000 for all
   others (subsequent purchase payments: $100); and

3. Periodic premium deferred contract: $600 per contract year (minimum $25 per
   purchase payment).

All investments (purchase payments) for benefits on a variable basis will be
placed in Lincoln National Variable Annuity Account C (variable annuity account
[VAA]). The VAA is a segregated investment account of Lincoln Life, which is the
Depositor. Based upon your instructions, the VAA invests purchase payments (at
net asset value) in specified mutual funds (the fund or funds and series). Both
the value of a contract before the annuity commencement date and the amount of
payouts afterward will depend upon the investment performance of the fund(s) or
series selected. Investments in these funds and series are neither insured or
guaranteed by the U.S. Government nor by any other person or entity.

Purchase payments for benefits on a fixed basis will be placed in the fixed side
of the contract, which is part of our General Account. However, this Prospectus
deals only with those elements of the contracts relating to the VAA, except
where reference to the fixed side is made.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION (SEC) NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Prospectus details the information regarding the VAA that you should know
before investing. This booklet also includes a current Prospectus for each of
the following funds: Lincoln National Aggressive Growth Fund, Inc., Lincoln
National Bond Fund, Inc., Lincoln National Capital Appreciation Fund, Inc.,
Lincoln National Equity-Income Fund, Inc., Lincoln National Global Asset
Allocation Fund, Inc., Lincoln National Growth and Income Fund, Inc., Lincoln
National International Fund, Inc., Lincoln National Managed Fund, Inc., Lincoln
National Money Market Fund, Inc., Lincoln National Social Awareness Fund, Inc.,
and Lincoln National Special Opportunities Fund, Inc. and a current Prospectus
for the Delaware Group Premium Fund, Inc., which contains information regarding
the Equity/Income Series, Global Bond Series and the Emerging Growth Series. All
Prospectuses should be read carefully and kept for future reference.

A statement of additional information (SAI), dated May 1, 1996, concerning the
VAA has been filed with the SEC and is incorporated by this reference into this
Prospectus. If you would like a free copy, write Kim Oakman, Lincoln National
Life Insurance Co., P.O. Box 2340, Fort Wayne, Indiana 46801, or call 1-800-348-
1212, Ext. 4912. A table of contents for the SAI appears on the last page of
this Prospectus.

This Prospectus is dated May 1, 1996.

                                                                               1
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                                   ACCOUNT C
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FOR YOUR INFORMATION:

IF YOU SURRENDER YOUR CONTRACT OR WITHDRAW CONTRACT VALUE, A SURRENDER CHARGE OF
UP TO 8% MAY BE DEDUCTED. THE AMOUNT OF THE SURRENDER CHARGE DEPENDS ON THE TYPE
OF CONTRACT AND ITS DURATION. HOWEVER, NO SURRENDER CHARGE  IS ASSESSED WHEN
ANNUITY PAYOUTS BEGIN OR AT THE ANNUITANT'S DEATH. SEE CHARGES AND OTHER
DEDUCTIONS.

ALSO, YOU MAY BE SUBJECT TO A PENALTY TAX UNDER SECTION 72 (Q) OF THE CODE (SEE
FEDERAL TAX STATUS) SHOULD YOU WITHDRAW CONTRACT VALUE OR SURRENDER THE CONTRACT
BEFORE THE ANNUITY COMMENCEMENT DATE.

THESE CONTRACTS CONTAIN A FREE-LOOK PROVISION. SEE RETURN PRIVILEGE.

                               TABLE OF CONTENTS

<TABLE> 
<CAPTION> 
                                                 Page
- ------------------------------------------------------
<S>                                              <C>
Special terms                                     3
- ------------------------------------------------------
Expense tables                                    4
- ------------------------------------------------------
Condensed financial information for the 
variable annuity account                          7
- ------------------------------------------------------
Financial statements                              9
- ------------------------------------------------------
Lincoln National Life Insurance Co.               9
- ------------------------------------------------------
Variable annuity account (VAA)                    9
- ------------------------------------------------------
Investments of the variable annuity account       9
- ------------------------------------------------------
Charges and other deductions                     11
- ------------------------------------------------------
The contracts                                    13
- ------------------------------------------------------
Annuity payouts                                  16
- ------------------------------------------------------
Federal tax status                               17
- ------------------------------------------------------
Voting rights                                    19
- ------------------------------------------------------
Distribution of the contracts                    19
- ------------------------------------------------------
Return privilege                                 19
- ------------------------------------------------------
State regulation                                 19
- ------------------------------------------------------
Restrictions under the Texas Optional
Retirement Program                               19
- ------------------------------------------------------
Records and reports                              20
- ------------------------------------------------------
Other information                                20
- ------------------------------------------------------
Statement of additional information
table of contents for Separate Account C         20
- ------------------------------------------------------
</TABLE>

2
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                                   ACCOUNT C
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SPECIAL TERMS

(Throughout this Prospectus, in order to make the following documents more
understandable to you, we have italicized the special terms.)

Account or variable annuity account (VAA) -- The segregated investment account,
Account C, into which Lincoln Life sets aside and invests the assets for the
variable annuity contracts offered in this Prospectus.

Accumulation unit -- A measure used to calculate contract value for the variable
side of the contract before the annuity commencement date. See The contracts.

Advisor or investment advisor -- Lincoln Investment Management, Inc. (Lincoln
Investment), which provides investment management services to each of the funds.
See Investment advisor.

Annuitant -- The person to whom annuity payouts are or may be paid.

Annuity commencement date -- The date you choose for annuity payouts to begin to
the annuitant.

Annuity option -- One of the optional forms of payout of the annuity available
within the contract. See Annuity payouts.

Annuity payout -- An amount paid at regular intervals under one of several
options available to the annuitant and/or any other payee. This amount may be
paid on a variable or fixed basis, or a combination of both.

Annuity unit -- A measure used to calculate the amount of annuity payouts after
the annuity commencement date. See Annuity payouts.

Beneficiary -- The person whom you designate to receive the death benefit, if
any, in case of the annuitant's death.

Cash surrender value -- Upon surrender, the contract value less any applicable
charges, fees, and taxes.

Code -- The Internal Revenue Code of 1986, as amended.

Contract (variable annuity contract) -- The agreement between you and us
providing a variable annuity for the annuitant.

Contractowner (you, your) -- The person who has the ability to exercise the
rights within the contract (decides on investment allocations, transfers, payout
options; designates the beneficiary,  etc.). Usually, but not always, the owner
is also the annuitant.

Contract value -- At a given time, the total value of all accumulation units for
a contract plus the value of the fixed side of the contract.

Contract year -- Each one-year period starting with the effective date of the
contract and starting with each contract anniversary after that.

Death benefit -- The amount payable to your designated beneficiary if the
annuitant dies before the annuity commencement date. See The contracts.

Delaware Management -- Delaware Management Company, Inc.

Flexible premium deferred contract -- An annuity contract with an initial
purchase payment, allowing additional purchase payments to be made, and with
annuity payouts beginning at a future date.

Fund -- Any of the eleven individual Lincoln National underlying investment
options in which your purchase payments are invested.

Home office -- The headquarters of Lincoln National Life Insurance Co., located
at 1300 South Clinton Street, Fort Wayne, Indiana 46802.

Lincoln Investment -- Lincoln Investment Management, Inc.

Lincoln Life (we, us, our) -- Lincoln National Life Insurance Co.

Lump sum -- A one-time purchase payment of $5,000 or more ($1,000 for IRAs and
SEPs) made to a periodic premium deferred contract.

Periodic premium deferred contract -- An annuity contract with purchase payments
due periodically and with annuity payouts beginning at a future date.

Purchase payments -- Amounts paid to purchase an annuity for an annuitant.

Series -- Any of the three underlying portfolios of the Delaware Group Premium
Fund, Inc., in which your purchase payments are invested.

Single premium deferred contract -- An annuity contract with a single purchase
payment and with annuity payouts beginning at a future date.

Statement of additional information (SAI) -- A document required by the SEC to
be provided upon request to a prospective purchaser of a contract, you. This
free document gives more information about Lincoln Life, the VAA, and the
variable annuity contract.

Subaccount -- That portion of the VAA that reflects investments in accumulation
and annuity units of a particular fund. There is a separate subaccount which
corresponds to each fund.

Surrender -- A contract right that allows you to terminate your contract and
receive your cash surrender value. See The contracts.

Surrender charge -- The term that refers to what is known in the industry as a
contingent deferred sales charge. See Charges and other deductions.

Valuation date -- Each day the New York Stock Exchange (NYSE) is open for
trading.

Valuation period -- The period starting at the close of business on a particular
valuation date and ending at the close of business on the next valuation date.

Withdrawal -- A contract right that allows you to obtain a portion of your cash
surrender value.

                                                                               3
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                                   ACCOUNT C
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EXPENSE TABLES

Contractowner transaction expenses-single premium and periodic premium deferred
contracts:

   Surrender charge (as a percentage of contract value 
                     surrendered/withdrawn):      7% (single premium)

                                                  8% (periodic premium)

(Note: Upon the first withdrawal of contract value in any contract year, up to
15% of contact value may be withdrawn free of this charge.)

REDUCED SURRENDER CHARGES OVER TIME:

The surrender charge percentages listed above are the maximum percentages
charged as a percentage of contract value withdrawn. The later a
surrender/withdrawal occurs, the lower the surrender charge percentage applied,
according to the following table:

<TABLE>
<CAPTION>
Contract type             Contract year
- --------------------------------------------------------------------------------
<S>                       <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>
                          1    2    3    4    5    6    7    8    9    10   11+

Single premium            7%   6    5    4    3    2    1    0    0     0    0

Periodic premium          8%   8    8    8    8    4    4    4    4     4    0
- --------------------------------------------------------------------------------
</TABLE> 

CONTRACTOWNER TRANSACTION EXPENSES-FLEXIBLE PREMIUM DEFERRED CONTRACT:

   Surrender charge (as a percentage of purchase 
                     payments surrendered/withdrawn)   7% (flexible premium)

(Note: Upon the first withdrawal of purchase payments in any contract year, up
to 15% of those purchase payments may be withdrawn free of this charge.)

REDUCED SURRENDER CHARGE OVER TIME:

The surrender charge percentage listed above is the maximum percentage charged
as a percentage of purchase payments withdrawn. This charge is calculated
separately for each contract year's purchase payments. The later a
surrender/withdrawal occurs, the lower the surrender charge percentage applied,
according to the following table:

<TABLE> 
<CAPTION> 
                        Completed contract years between date of
Contract type           purchase payments and date of surrender/withdrawal
- --------------------------------------------------------------------------------
<S>                     <C>    <C>   <C>    <C>    <C>     <C>    <C>    <C> 
                        0      1     2      3      4       5      6      7+

Flexible premium        7%     6     5      4      3       2      1      0
</TABLE> 

ANNUAL CONTRACT FEE

$-0-(single premium)

$25 (periodic and flexible premium)This fee is a single charge assessed against
contract value on the last valuation date of each contract year and upon full
surrender; it is not a separate charge for each subaccount.

VARIABLE ANNUITY ACCOUNT C ANNUAL EXPENSES 
(as a percentage of average account value for each subaccount):


                                          For each subaccount*

Mortality and expense risk fees           1.00%
                                          -----
   Total Account C annual expenses        1.00%

*The VAA is divided into 14 separately-named subaccounts, each of which, in 
turn, invests purchase payments in its respective fund or series.

4
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                                   ACCOUNT C
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ANNUAL EXPENSES OF THE FUNDS AND SERIES
(as a percentage of each fund's and series average net assets):

<TABLE>
<CAPTION>
                                                       Management      Other         Total   
                                                       fees         +  expenses   =  expenses
- ----------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>           <C>    
 1. Aggressive Growth (AG)                             .75%            .19%           .94%
- ----------------------------------------------------------------------------------------------
 2. Bond (B)                                           .47             .02            .49
- ----------------------------------------------------------------------------------------------
 3. Capital Appreciation (CA)                          .80             .27           1.07
- ----------------------------------------------------------------------------------------------
 4. Equity-Income (EI)                                 .95             .20           1.15
- ----------------------------------------------------------------------------------------------
 5. Global Asset Allocation (GAA)                      .70             .22            .92
- ----------------------------------------------------------------------------------------------
 6. Growth and Income (GI)                             .34             .01            .35
- ----------------------------------------------------------------------------------------------
 7. International (I)                                  .84             .43           1.27
- ----------------------------------------------------------------------------------------------
 8. Managed (M)                                        .41             .02            .43
- ----------------------------------------------------------------------------------------------
 9. Money Market (MM)                                  .48             .04            .52
- ----------------------------------------------------------------------------------------------
10. Social Awareness (SA)                              .47             .03            .50
- ----------------------------------------------------------------------------------------------
11. Special Opportunities (SO)                         .43             .02            .45
- ----------------------------------------------------------------------------------------------
12. Delaware Emerging Growth (DEG)*                    .58**           .22            .80
- ----------------------------------------------------------------------------------------------
13. Delaware Equity/Income (DE/I)*                     .60**           .09            .69
- ----------------------------------------------------------------------------------------------
14. Delaware Global Bond (DGB)*                        .54**           .26            .80
- ----------------------------------------------------------------------------------------------
</TABLE> 

* These expenses are estimated amounts for the fiscal year ended December 31,
1995.

** The investment advisors for these series currently voluntarily waive
management fees to the extent necessary to maintain the series total expense
ratio at .80% or less. Should they cease to waive those amounts in the future,
these management fee percentages and total expenses may be higher in future
years.

EXAMPLES

(reflecting expenses both of the VAA, the funds and series): 

If you surrender your contract at the end of the applicable time period, you
would pay the following expenses on a $1,000 investment, assuming a 5% annual
return:

<TABLE>
<CAPTION>
             1 year                        3 years                        5 years                       10 years
             Single  Flexible  Periodic    Single   Flexible  Periodic    Single  Flexible  Periodic    Single  Flexible  Periodic
- ------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>     <C>       <C>         <C>      <C>       <C>         <C>     <C>       <C>         <C>     <C>       <C>
 1. AG       $92     $90       $102        $116     $111      $148        $139    $135      $197        $226    $226      $280
- ------------------------------------------------------------------------------------------------------------------------------------

 2. B         88      85         98         103       97       136         117     111       176         178     178       234
- ------------------------------------------------------------------------------------------------------------------------------------

 3. CA        93      91        103         119      115       152         146     141       203         239     239       239
- ------------------------------------------------------------------------------------------------------------------------------------

 4. EI        94      92        104         122      117       154         150     145       207         248     248       300
- ------------------------------------------------------------------------------------------------------------------------------------

 5. GAA       92      90        102         115      110       148         138     134       196         224     224       278
- ------------------------------------------------------------------------------------------------------------------------------------

 6. GI        86      84         97          98       93       132         110     104       169         162     164       219
- ------------------------------------------------------------------------------------------------------------------------------------

 7. I         95      93        105         124      121       158         156     151       213         260     260       312
- ------------------------------------------------------------------------------------------------------------------------------------

 8. M         87      85         97         101       95       134         114     108       173         171     171       227
- ------------------------------------------------------------------------------------------------------------------------------------

 9. MM        88      85         98         103       98       137         118     113       178         181     181       237
- ------------------------------------------------------------------------------------------------------------------------------------

10. SA        88      85         98         103       97       136         117     112       177         179     179       235
- ------------------------------------------------------------------------------------------------------------------------------------

11. SO        87      85         98         101       96       135         115     109       174         173     173       230
- ------------------------------------------------------------------------------------------------------------------------------------

12. DEG       92      90        102         116      112       149         140     136       198         228     228       282
- ------------------------------------------------------------------------------------------------------------------------------------

13. DE/I      90      87        100         108      103       141         127     122       186         199     199       254
- ------------------------------------------------------------------------------------------------------------------------------------

14. DGB       92      90        102         116      112       149         140     136       198         228     228       282
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                                                               5
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                                   ACCOUNT C
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If you do not surrender your contract, (whether single, flexible or periodic),
or if you annuitize, you would pay the following expenses on a $1,000
investment, assuming a 5% annual return:

<TABLE>
<CAPTION>
                1 year          3 years          5 years          10 years
- --------------------------------------------------------------------------------
<S>             <C>             <C>              <C>              <C>
 1. AG          $20              $61              $105            $226
- --------------------------------------------------------------------------------
 2. B            15               47                81             178      
- --------------------------------------------------------------------------------
 3. CA           21               65               111             239  
- --------------------------------------------------------------------------------
 4. EI           22               67               115             248  
- --------------------------------------------------------------------------------
 5. GAA          20               60               104             224  
- --------------------------------------------------------------------------------
 6. GI           14               43                74             162  
- --------------------------------------------------------------------------------
 7. I            23               71               121             260  
- --------------------------------------------------------------------------------
 8. M            15               45                78             171  
- --------------------------------------------------------------------------------
 9. MM           15               48                83             181  
- --------------------------------------------------------------------------------
10. SA           15               47                82             179  
- --------------------------------------------------------------------------------
11. SO           15               46                79             173  
- --------------------------------------------------------------------------------
12. DEG          20               62               106             228  
- --------------------------------------------------------------------------------
13. DE/I         17               53                92             199  
- --------------------------------------------------------------------------------
14. DGB          20               62               106             228   
- --------------------------------------------------------------------------------
</TABLE>
 
This table is provided to assist you in understanding the various costs and
expenses that you will bear directly or indirectly. The table reflects expenses
of the VAA, the 11 funds and the 3 series. For more complete descriptions of the
various costs and expenses involved, see Charges and other deductions in this
Prospectus, and Management of the funds in the Appendix to the funds'
Prospectuses and the Prospectus for Delaware Group Premium Fund, Inc. Premium 
taxes may also be applicable, although they do not appear in the table. The
examples should not be considered a representation of past or future expenses.
Actual expenses may be more or less than those shown. This table is unaudited. 

6
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                                   ACCOUNT C
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CONDENSED FINANCIAL INFORMATION FOR THE VARIABLE ANNUITY ACCOUNT

ACCUMULATION UNIT VALUES

The following information relating to accumulation unit values and number of
accumulation units for each of the 10 years in the period ended December 31,
1995 comes from the VAA's financial statements. It should be read in conjunction
with the VAA's financial statements and notes which are all included in the SAI.

<TABLE>
<CAPTION> 
                                          1995     1994     1993     1992     1991     1990     1989     1988     1987     1986
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>       <C>      <C>     <C>      <C>      <C>      <C>      <C>      <C>      <C>
Aggressive Growth subaccount
Accumulation unit value
 .  Beginning of period                  $ .896    1.000    1.000*
 .  End of period                        $1.196     .896    1.000*   trading began in 1994.
Number of accumulation units
 .  End of period (000's omitted)       114,518   67,547      110
- ------------------------------------------------------------------------------------------------------------------------------------
Bond subaccount
Accumulation unit value
 .  Beginning of period                  $3.585    3.780    3.398    3.181    2.737    2.591    2.312    2.162    2.156    1.855
 .  End of period                        $4.228    3.585    3.780    3.398    3.181    2.737    2.591    2.312    2.162    2.156
Number of accumulation units
 .  End of period (000's omitted)        62,644   57,900   62,765   52,842   46,830   40,983   37,671   28,146   25,879   29,727
- ------------------------------------------------------------------------------------------------------------------------------------
Capital Appreciation subaccount
Accumulation unit value
 .  Beginning of period                  $1.017    1.000    1.000*
 .  End of period                        $1.294    1.017    1.000*   trading began in 1994.
Number of accumulation units
 .  End of period (000's omitted)        98,067   52,125      110
- ------------------------------------------------------------------------------------------------------------------------------------
Equity-Income subaccount
Accumulation unit value
 .  Beginning of period                  $1.046    1.000    1.000*
 .  End of period                        $1.391    1.046    1.000*   trading began in 1994.
Number of accumulation units
 .  End of period (000's omitted)       171,817   75,383      110
- ------------------------------------------------------------------------------------------------------------------------------------
Global Asset Allocation subaccount
Accumulation unit value
 .  Beginning of period                  $1.642    1.689    1.453    1.378    1.174    1.175    1.005     .914    1.000*
 .  End of period                        $2.013    1.642    1.689    1.453    1.378    1.174    1.175    1.005     .914*  trading
Number of accumulation units                                                                                       began in 1987.
 .  End of period (000's omitted)       126,558  122,061   92,778   67,873   57,199   50,149   39,835   27,750   23,120
- ------------------------------------------------------------------------------------------------------------------------------------
Growth and Income subaccount
Accumulation unit value
 .  Beginning of period                  $4.593    4.579    4.084    4.050    3.125    3.126    2.611    2.436    2.130    1.835
 .  End of period                        $6.292    4.593    4.579    4.084    4.050    3.125    3.126    2.611    2.436    2.130
Number of accumulation units
 .  End of period (000's omitted)       291,063  253,621  226,072  188,659  144,515  114,974   96,161   81,066   73,488   50,821 
- ------------------------------------------------------------------------------------------------------------------------------------
International subaccount
Accumulation unit value
 .  Beginning of period                  $1.271    1.243     .901     .990    1.000*
 .  End of period                        $1.368    1.271    1.243     .901     .990*   trading began in 1991.    
Number of accumulation units
 .  End of period (000's omitted)       261,509  248,639  129,551   50,718   21,088
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE> 


* These values do not reflects a full years's experience because they are
calculated for the period from the beginning of investment activity of the
accounts, through December 31.

8
<PAGE>
 
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                                   ACCOUNT C
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION> 
                                          1995     1994     1993     1992     1991     1990     1989     1988     1987     1986
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>       <C>      <C>     <C>      <C>      <C>      <C>      <C>      <C>      <C>
Managed subaccount
Accumulation unit value
 .  Beginning of period                  $2.747    2.827    2.558    2.492    2.065    2.015    1.737    1.609    1.495    1.319
 .  End of period                        $3.515    2.747    2.827    2.558    2.492    2.065    2.015    1.737    1.609    1.495
Number of accumulation units
 .  End of period (000's omitted)       172,789  167,184  162,485  139,606  115,929  104,011   95,285   84,586   78,432   54,994
- ------------------------------------------------------------------------------------------------------------------------------------
Money Market subaccount
Accumulation unit value
 .  Beginning of period                  $2.137    2.079    2.044    1.996    1.907    1.783    1.651    1.553    1.472    1.395
 .  End of period                        $2.235    2.137    2.079    2.044    1.996    1.907    1.783    1.651    1.553    1.472
Number of accumulation units
 .  End of Period (000's omitted)        35,136   37,106   39,763   46,993   77,812   57,377   53,287   37,890   37,132   33,160
- ------------------------------------------------------------------------------------------------------------------------------------
Social Awareness subaccount
Accumulation unit value
 .  Beginning of period                  $2.005    2.021    1.796    1.750    1.285    1.357    1.042    1.000*
 .  End of period                        $2.843    2.005    2.021    1.796    1.750    1.285    1.357    1.042*  trading began
Number of accumulation units                                                                                    in 1988
 .  End of period (000's omitted)       106,204   83,069   69,006   50,838   30,735   19,486    7,127    1,984
- ------------------------------------------------------------------------------------------------------------------------------------
Special Opportunities subaccount
Accumulation unit value
 .  Beginning of period                  $4.303    4.392    3.740    3.519    2.481    2.710    2.054    1.997    1.867    1.936
 .  End of period                        $5.618    4.303    4.392    3.740    3.519    2.481    2.710    2.054    1.997    1.867
Number of accumulation units
 .  End of period (000's omitted)        88,993   73,673   62,314   51,056   37,798   33,837   27,789   31,068   29,240   23,463
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

[Note: The three series offered by the Delaware Group Premium Fund, Inc. were
not available in 1995, and thus do not appear in the table.]

*These values do not reflect a full years's experience because they are
calculated for the period from the beginning of investment activity of the
accounts, through December 31.

ADDITIONAL INFORMATION FOR THE MONEY MARKET SUBACCOUNT:

Seven-day yield: 5.44%; Length of base period-7 days; Date of last day of base
period: December 31, 1995.

PERFORMANCE DATA:

At times the VAA may advertise the Money Market subaccount's yield. The yield
refers to the income generated by an investment in the subaccount over a seven-
day period. This income is then annualized. The process of annualizing results
when the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment. The yield figure is based on historical earnings
and is not intended to indicate future performance.

The VAA advertises the annual performance of the subaccounts for the funds and
series on both a standardized and non-standardized basis.

The standardized calculation measures average annual total return. This is based
on a hypothetical $1,000 payment made at the beginning of a one-year, a five-
year, and a 10-year period. This calculation reflects all fees and charges that
are or could be imposed on all contractowner accounts.

The non-standardized calculation compares changes in accumulation unit values
from the beginning of the most recently completed calendar year to the end of
that year. It may also compare changes in accumulation unit values over shorter
or longer time periods. This calculation reflects mortality and expense risk
fees. It also reflects management fees and other expenses of the fund. It does
not include surrender charges or the account charge; if included, they would
decrease the performance.

For additional information about performance calculations, please refer to the
SAI.

8
<PAGE>
 
- --------------------------------------------------------------------------------
                                   ACCOUNT C
- --------------------------------------------------------------------------------

FINANCIAL STATEMENTS

The financial statements for the VAA and Lincoln Life are located in the SAI.
You may obtain a free copy by writing Kim Oakman, Lincoln National Life
Insurance Co., P.O. Box 2340, Fort Wayne, Indiana 46801 or calling 1-800-348-
1212, Ext. 4912.

LINCOLN NATIONAL LIFE INSURANCE CO.

Lincoln Life was founded in 1905 and is organized under Indiana law. We are one
of the largest stock life insurance companies in the United States. We serve as
the principal underwriter for the contracts. We are owned by Lincoln National
Corp. (LNC) which is also organized under Indiana law. LNC's primary businesses
are insurance and financial services.

VARIABLE ANNUITY ACCOUNT (VAA)

On June 3, 1981, the VAA was established as an insurance company separate
account under Indiana law. It is registered with the SEC as a unit investment
trust under the provisions of the Investment Company Act of 1940 (1940 Act). The
SEC does not supervise the VAA or Lincoln Life. The VAA is a segregated
investment account, meaning that its assets may not be charged with liabilities
resulting from any other business that we may conduct. Income, gains, and
losses, whether realized or not, from assets allocated to the VAA are, in
accordance with the applicable annuity contracts, credited to or charged against
the VAA. They are credited or charged without regard to any other income, gains,
or losses of Lincoln Life. The VAA satisfies the definition of separate account
under the federal securities laws. We do not guarantee the investment
performance of the VAA. Any investment gain or loss depends on the investment
performance of the funds and series. You assume the full investment risk for all
amounts placed in the VAA.

INVESTMENTS OF THE VARIABLE ANNUITY ACCOUNT

You decide the subaccount(s) to which you allocate purchase payments. There is a
separate subaccount which corresponds to each fund and series. You may change
your allocations without penalty or charges. Shares of the funds and series will
be sold at net asset value (See the Appendix to the funds' Prospectuses for an
explanation of net asset value) to the VAA in order to fund the contracts. The
funds and series are required to redeem their shares at net asset value upon our
request. We reserve the right to add, delete or substitute funds and series.

INVESTMENT ADVISOR

Lincoln Investment, the advisor for each of the funds, is owned by LNC. The
services it provides are explained in the Prospectuses of the funds. Under
advisory agreements with each fund, Lincoln Investment provides portfolio
management and investment advice to that fund, subject to the supervision of the
fund's Board of Directors. Additional information about Lincoln Investment and
its six sub-advisors may be found under Additional investment advisor
information.

Delaware Management is a wholly-owned, indirect subsidiary of Delaware
Management Holdings, Inc. On April 3, 1995, Delaware Management Holdings, Inc.
merged with Lincoln National Corporation, the holding company for Lincoln
National Life Insurance Company (Lincoln Life). As a result of the merger,
Delaware Management Holdings and Delaware Management became indirect, wholly-
owned subsidiaries of and are thus subject to the ultimate control of Lincoln
National Corporation. Additional information about Delaware Management may be
found in the Delaware Group Premium Fund, Inc. prospectus enclosed in this 
booklet under Management of the Fund. Delaware International, an affiliate of
Delaware Management, furnishes investment management services to the Global Bond
series.

FUNDS

Following are brief summaries of the investment objectives and policies of the
funds. The year in which each fund started trading is in parentheses. There is
more detailed information in the current Prospectuses for the funds, which are
included in this booklet.

All of the funds with the exception of the Special Opportunities Fund are
diversified, open-end management investment companies. Diversified means not
owning too great a percentage of the securities of any one company. An open-end
company is one which, in this case, permits Lincoln Life to sell its shares back
to the fund when you make a withdrawal, surrender the contract or transfer from
one fund to another. Management investment company is the legal term for a
mutual fund. The Special Opportunities Fund is open-end, but is non-diversified.
Non-diversified means the fund may own a larger percentage of the securities of
particular companies than will a diversified company. These definitions are very
general. The precise legal definitions for these terms are contained in the 1940
Act. Please be advised that there is no assurance that any of the funds will
achieve their stated objectives.

 1. Aggressive Growth Fund (1994) -- The investment objective is to maximize
    capital appreciation. The fund invests in stocks of smaller, lesser-known
    companies which have a chance to grow significantlyin a short time.

 2. Bond Fund (1981) -- The investment objective is maximum current income
    consistent with prudent

                                                                               9
<PAGE>
 
- --------------------------------------------------------------------------------
                                   ACCOUNT C
- --------------------------------------------------------------------------------

    investment strategy. The fund invests primarily in medium-and long-term
    corporate andgovernment bonds.

 3. Capital Appreciation Fund (1994) -- The investment objective is long-term
    growth of capital in a manner consistent with preservation of capital. The
    fund primarily buys stocks in a large number of companies of all sizes if
    the companies are competing well and if their products or services are in
    high demand. It may also buy some money market securities and bonds,
    including junk (high-risk) bonds.

 4. Equity-Income Fund (1994) -- The investment objective is to achieve
    reasonable income by investing primarily in income-producing equity
    securities. The fund invests mostly in high-income stocks and some high-
    yielding bonds (including junk bonds).

 5. Global Asset Allocation Fund (1987) -- The investment objective is long-term
    total return consistent with preservation of capital. The fund allocates its
    assets among several categories of equity and fixed-income securities, both
    of U.S. and foreign issuers.

 6. Growth and Income Fund (1981) -- The investment objective is long-term
    capital appreciation. The fund buys stocks of established companies.

 7. International Fund (1991) -- The investment objective is long-term capital
    appreciation. The fund trades in securities issued outside the United 
    States--mostly stocks, with an occasional bond or money market security.

 8. Managed Fund (1983) -- The investment objective is maximum long-term total
    return (capital gains plus income) consistent with prudent investment
    strategy. The fund invests in a mix of stocks, bonds, and money market
    securities, as determined by an investment committee.

 9. Money Market Fund (1981) -- The investment objective is maximum current
    income consistent with the preservation of capital. The fund invests in
    short-term obligations issued by U.S. corporations; the U.S. Government; and
    federally-chartered banks and U.S. branches of foreign banks.

10. Social Awareness Fund (1988) -- The investment objective is long-term
    capital appreciation. The fund buys stocks of established companies which
    adhere to certain specific social criteria.

11. Special Opportunities Fund (1981) -- The investment objective is maximum
    capital appreciation. The fund primarily invests in mid-size companies whose
    stocks have significant growth potential. Current income is a secondary
    consideration.

SERIES
 
[PLEASE NOTE: AS OF THE DATE OF THIS PROSPECTUS, THE SERIES' WERE NOT YET
AVAILABLE IN ALL STATES. PLEASE CONSULT YOUR INVESTMENT DEALER FOR CURRENT
INFORMATION ABOUT THE SERIES AVAILABILITY.] 

Following are brief summaries of the investment objectives and policies of the
three series being offered by Delaware Group Premium Fund, Inc. More detailed
information may be obtained from the current prospectus for those Series, which
is included in this booklet. Please be advised that there is no assurance that
any of the Series will achieve their stated objectives.

1. Equity/Income -- seeks the highest possible total rate of return by selecting
   issues that exhibit the potential for capital appreciation while providing
   higher than average dividend income. This Series has the same objective and
   investment disciplines as the Decatur Total Return Fund of Delaware Group
   Decatur Fund, Inc., a separate Delaware Group fund, in that it invests
   generally, but not exclusively, in common stocks and income-producing
   securities convertible into common stocks, consistent with the Series'
   objective. 
 
2. Emerging Growth -- seeks long-term capital appreciation by investing
   primarily in small-cap common stocks and convertible securities of emerging 
   and other growth-oriented companies. These securities will have been judged
   to be responsive to changes in the market place and to have fundamental
   characteristics to support growth. Income is not an objective. This Series
   has the same objective and investment disciplines as Delaware Group Trend
   fund, Inc., a separate Delaware Group fund.

3. Global Bond -- seeks current income consistent with preservation of principal
   by investing primarily in fixed income securities that may also provide the
   potential for capital appreciation. This Series is a global fund. As such, at
   least 65% of the Series' assets will be invested in fixed income securities
   of issuers organized or having a majority of their assets in or deriving a
   majority of their operating income in at least three different countries, one
   of which may be the United States. This Series has the same objective and
   investment disciplines as the Global Bond Series of Delaware Group Global &
   International Funds, Inc., a separate Delaware Group fund.

Shares of the funds and series are sold to Lincoln Life for investment of the
assets of the VAA and of Lincoln Life Flexible Premium Variable Life Account K,
for variable life insurance contracts. Shares of some, but not all, of the funds
are also sold to Lincoln Life for investment of the assets of Lincoln Life
Flexible Premium Variable Life Accounts D and G, also to fund variable life
insurance contracts. See Other information. Shares of the funds and series are
not sold directly to the general public.

We will purchase shares of the funds and series at net asset value and direct
them to the appropriate subaccounts of the VAA. We will redeem sufficient shares
of the appropriate funds and series to pay annuity payouts, death benefits,
surrender/ withdrawal proceeds, or for purposes described in the contract. If
you desire to transfer all or part of your investment from one subaccount to
another, we may redeem shares held in the first and purchase shares for the
other subaccount. The shares are retired, but they may be reissued later.

10
<PAGE>
 
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                                   ACCOUNT C
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INVESTMENT OBJECTIVES, POLICIES, RESTRICTIONS, AND SOCIAL CRITERIA
 
All of the investment objectives of the funds and series are fundamental which
means that no changes may be made without the affirmative vote of a majority of
the outstanding voting securities of each respective fund or series. The extent
to which the particular investment policies, practices, or restrictions for each
fund or series are fundamental or non-fundamental depends on the particular fund
or series. If they are non-fundamental, they may be changed by the Board of
Directors of the funds or series without shareholder approval. 

You are urged to consult the Prospectuses in this booklet and SAIs for each
individual fund or series for additional information regarding the fundamental
and non-fundamental policies, practices, and restrictions of each of the funds
and series.
 
ADDITIONAL INVESTMENT ADVISOR INFORMATION (funds only) 

Lincoln Investment remains primarily responsible for investment decisions
affecting the funds. However, Lincoln Investment currently has sub-advisory
agreements with six companies. Under these agreements, the sub-advisor may
perform some, or all, of the investment advisory services required by those
respective funds.

No additional compensation from the assets of those funds will be assessed as a
result of the sub-advisory agreements.
- --------------------------------------------------------------------------------
Following is a chart that shows the fund names and the 
six sub-advisors under Lincoln Investment (the advisor):

<TABLE>
<CAPTION>
                       Fidelity           
                       Management                                                    Putnam Investment   Vantage Global
Clay Finlay Inc.       Trust Co.         Janus Capital Corp.   Lynch &Mayer, Inc.    Management, Inc.    Advisors,Inc.
- --------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>               <C>                   <C>                   <C>                 <C> 
                                                                                     Global Asset        Growth and
International          Equity-Income     Capital Appreciation  Aggressive Growth     Allocation          Income
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                         Managed
                                                                                                         (for stock portfolio)
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                         Social
                                                                                                         Awareness
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                         Special 
                                                                                                         Opportunities
- --------------------------------------------------------------------------------------------------------------------------------
The Bond and Money Market Funds do not have sub-advisors.
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE> 

Delaware Management is responsible for investment decisions affecting the three
series of the Delaware Group Premium Fund, Inc. offered by this prospectus.

REINVESTMENT

All dividend and capital gain distributions of the funds and series are
automatically reinvested in shares of the distributing funds and series at their
net asset value on the date of distribution. Dividends are not paid out to
contractowners as additional units, but are reflected in changes in unit values.

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

We reserve the right, within the law, to make additions, deletions and
substitutions for the funds and series held by the VAA. (We may substitute
shares of another Series or of other funds for shares already purchased, or to
be purchased in the future, under the contract. This substitution might occur if
shares of a fund and series should no longer be available, or if investment in
any fund's and series shares should become inappropriate, in the judgement of
our management, for the purposes for the contract.) No substitution of the
shares attributable to your account may take place without notice to you and
prior approval of the SEC, in accordance with the 1940 Act.

CHARGES AND OTHER DEDUCTIONS

DEDUCTIONS FROM PURCHASE PAYMENTS

There are no front-end deductions for sales charges made from purchase payments.
However, we will deduct  premium taxes, when applicable.

ACCOUNT CHARGE
 
There is no account charge for single premium deferred contracts. For periodic
and flexible premium deferred contracts, we will deduct $25 from the contract
value on the last valuation date of each contract year to compensate us for the
administrative services provided to you; this $25 account charge will also be
deducted from the contract value upon surrender. Administrative services include
processing applications; issuing contracts; processing purchase and redemptions 
of fund shares; maintaining records; administering annuity payouts; providing 
accounting, valuation, regulatory, and reporting services.

(Flexible Premium Contract purchasers please note: the account charge may be
waived for purchasers who make an initial purchase payment larger than the
minimum required. Check with your sales representative to see if you qualify
under our current rules.)

                                                                              11
<PAGE>
 
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                                   ACCOUNT C
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SURRENDER CHARGES
 
There are charges associated with the surrender of a contract or the withdrawal
of contract value (or of purchase payments, for flexible contracts) before the
annuity commencement date. The surrender charges associated with surrender or
withdrawal are paid to us to compensate us for the loss we experience on
contract distribution costs when contractowners surrender or withdraw before
distributions costs have been recovered. Charges are the same for
surrenders/withdrawals except that, for the first withdrawal in a contract year,
up to 15% of contract value (purchase payments for flexible contracts) may be
withdrawn free of charges. This 15% withdrawal exception does not apply to a
surrender of a contract. 

A. PERIODIC PREMIUM DEFERRED CONTRACT

For the first withdrawal in a contract year in excess of 15%, for any subsequent
withdrawals in the same contract year, or for surrender of the contract, there
will be a surrender charge of 8% for years 1-5; 4% in years 6-10; and no charge
after the contract has been in force for 10 years. In addition, as explained
previously, an account charge will be deducted for a surrender.

Surrender charges will be waived in the event of the death of the annuitant. If
between the effective date of the contract and the annuitant's 65th birthday,
the annuitant should become totally and permanently disabled [as defined in
Section 22(e)(3) of the code], surrender charges will also be waived. In
addition, for 403(b) and 457 contracts only, surrender charges will be waived in
the event the annuitant: (1) has terminated employment with the employer that
sponsored the contract; and (2) has been in the contract for at least five years
(the five year date beginning either November 1, 1991 or the date of the
contract, whichever is later); and (3) is at least age 55.

B. SINGLE PREMIUM DEFERRED CONTRACT OR NON-RECURRING LUMP SUM PAYMENT TO
   PERIODIC PREMIUM DEFERRED CONTRACT

For a single premium deferred contract or a non-recurring lump sum payment made
to a periodic premium deferred contract, the surrender/withdrawal charges (when
applicable as described previously) will be:

<TABLE> 
<CAPTION> 
                              Contract year in which surrender/withdrawal occurs
- --------------------------------------------------------------------------------
<S>                               <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C> 
                                  1     2     3     4     5     6     7     8+

Charge as a percent               7%    6     5     4     3     2     1     0
of proceeds withdrawn
</TABLE> 

Investment gains attributable to a non-recurring lump sum payment made to a
periodic premium deferred contract will be subject to surrender charges of 8% in
years 1-5, 4% in years 6-10, and no charge after the contract has been in force
for 10 years.

Lump sum payments may be deposited into a periodic premium deferred contract
within 12 months of the effective date of the contract. After the 12-month
period, a new contract must be established for a lump sum payment.

For periodic premium deferred contracts under which a non-recurring lump sum has
been received, withdrawals will be made first from any amount subject to the
lowest charge until that amount is gone.

Surrender charges will be waived in the event of the death of the annuitant. If
between the effective date of the contract and the annuitant's 65th birthday,
the annuitant should become totally and permanently disabled, surrender charges
will also be waived.

C. FLEXIBLE PREMIUM DEFERRED CONTRACT

For a flexible premium deferred contract, the surrender/withdrawal charges (when
applicable as described previously) will be:

<TABLE> 
<CAPTION> 
                               Completed contract years between date of purchase
                                      payments and date of surrender/withdrawal*
- --------------------------------------------------------------------------------
<S>                                   <C>  <C>   <C>   <C>  <C>  <C>  <C>  <C> 
                                      0    1     2     3    4    5    6    7+

Charge as a percent of
total purchase payments
surrendered/withdrawn
in a contract year                    7%   6     5     4    3    2    1    0
</TABLE> 

*The surrender charge is calculated separately for each contract year's purchase
payments.
 
For the first withdrawal of purchase payments in each contract year, up to 15%
of purchase payments will be free of these charges. 

Surrender charges will be waived in the event of the death of the annuitant. If
between the effective date of the contract and the annuitant's 65th birthday,
the annuitant should become totally and permanently disabled, surrender charges
will also be waived.

The surrender charge is calculated separately for each contract years purchase
payments to which a charge applies. (For purposes of calculating this charge, we
assume that purchase payments are withdrawn on a first in-first out basis, and
that all purchase payments are withdrawn before any earnings are withdrawn.) The
surrender charges associated with surrender or withdrawal are paid to us to
compensate us for the loss we experience on contract distributions costs when
contractowners surrender or withdraw before distribution costs have been
recovered.

DEDUCTIONS FROM THE VAA FOR ASSUMPTION OF MORTALITY AND EXPENSE RISKS

We deduct from the VAA an amount, computed daily, which is equal to an annual
rate of 1.002% of the daily net asset value, to compensate us for our assumption
of certain risks described below. This charge is made up of two parts: (1) Our
assumption of mortality risks (0.900%) and (2) Our assumption of expense risks
(0.102%). The level of this charge is guaranteed not to change.

Our assumption of mortality risks guarantees that the annuity payouts made to
our contractowners will not be affected by the mortality experience (life span)
either of 

12
<PAGE>
 
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                                   ACCOUNT C
- --------------------------------------------------------------------------------

persons receiving those payouts or of the general population. We assume this
mortality risk through guaranteed annuity rates incorporated into the contract
which cannot be changed.

If the 1.002% charge proves insufficient to cover underwriting and
administrative costs in excess of the charges made for administrative expenses,
we will absorb the loss. However, if the amount deducted proves more than
sufficient, we will keep the profit.

DEDUCTIONS FOR PREMIUM TAXES

Any premium tax or other tax levied by any governmental entity as a result of
the existence of the contracts or the VAA will be deducted from the contract
value when incurred, or at another time of our choosing.

The applicable premium tax rates that states and other governmental entities
impose on the purchase of an annuity are subject to change by legislation, by
administrative interpretation, or by judicial action. These premium taxes will
generally depend upon the law of your state of residence. The tax ranges from
0.5% to 4.0%.

OTHER CHARGES AND DEDUCTIONS

There are deductions from and expenses paid out of the assets of the eleven
funds and the three series that are described later in this booklet in the
Appendix to the funds' Prospectuses and in the prospectus for the series
respectively.

ADDITIONAL INFORMATION

Participants in the Texas Optional Retirement Program should refer to
Restrictions under the Texas Optional Retirement Program, later in this
Prospectus booklet.

The charges associated with surrender/withdrawal are paid to us to compensate us
for the cost of distributing the contracts. As required by the 1940 Act, in no
event will the aggregate surrender charges under a contract exceed 9% of your
total purchase payments.

The surrender and account charges described previously may be reduced or
eliminated for any particular contract. However these charges will be reduced
only to the extent that we anticipate lower distribution and/or administrative
expenses or that we perform fewer sales or administrative services than those
originally contemplated in establishing the level of those charges. Lower
distribution and administrative expenses may be the result of economies
associated with (1) the use of mass enrollment procedures, (2) the performance
of administrative or sales functions by the employer, (3) the use by an employer
of automated techniques in submitting deposits or information related to
deposits on behalf of its employees, or (4) any other circumstances which reduce
distribution or administrative expenses. The exact amount of surrender and
account charges applicable to a particular contract will be stated in that
contract.

THE CONTRACTS

PURCHASE OF CONTRACTS

If you wish to purchase a contract, you must apply for it through one of our
authorized sales representatives. The completed application is sent to us and we
decide whether to accept or reject it. If the application is accepted, a
contract is prepared and executed by our legally authorized officers. The
contract is then sent to you through your sales representative. See Distribution
of the contracts.

If a completed application and all other information necessary for processing a
purchase order are received, an initial purchase payment will be priced no later
than two business days after we receive the order. While attempting to finish an
incomplete application, we may hold the initial purchase payment for no more
than five business days. If the incomplete application cannot be completed
within those five days, you will be informed of the reasons, and the purchase
payment will be returned immediately (unless you specifically authorize us to
keep it until the application is complete). Once the application is complete,
the initial purchase payment must be priced within two business days.

WHO CAN INVEST

To apply for a periodic premium deferred contract, you must be of legal age in a
state where the contracts may be lawfully sold and also be eligible to
participate in any of the qualified or nonqualified plans for which the
contracts are designed. The annuitant cannot be older than age 74.

To apply for a flexible premium deferred contract, a single premium deferred
contract or to make a non-recurring lump sum payment to a periodic premium
deferred contract, you must meet the same requirements as for an application of
a periodic premium deferred contract, except that the annuitant cannot be older
than age 84.

PURCHASE PAYMENTS

Purchase payments are payable to us at a frequency and in an amount selected by
you in the application. The minimum purchase payment for a single premium
deferred contract is $3,000 ($1,000 for IRAs and SEPs). The minimum initial
purchase payment for a flexible premium deferred contract is $3,000 ($1,000 for
IRAs and SEPs), and subsequent purchase payments must be at least $100. For a
periodic premium deferred contract, the minimum amount of any scheduled purchase
payment is $25, and the scheduled purchase payments must total at least $600 per
year. Purchase payments in any one contract year which exceed twice the amount
of purchase payments made in the first contract year may be made only with our
permission. Purchase payments in total may not exceed $1 million for each
annuitant. If you stop making purchase payments, the contract will remain in
force as a paid-up contract as long as the total contract value is at least
$600. Payments may be resumed at any time until the annuity 

                                                                              13
<PAGE>
 
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                                   ACCOUNT C
- --------------------------------------------------------------------------------

commencement date, the surrender of the contract, or the death of the annuitant,
whichever comes first.

VALUATION DATE

Accumulation and annuity units will be valued once daily at the close of trading
(currently 4:00 p.m., New York time) on each day that the New York Stock
Exchange is open for trading (valuation date). On any date other than a
valuation date, the accumulation unit value and the annuity unit value will not
change.

ALLOCATION OF PURCHASE PAYMENTS

Purchase payments are placed into the VAA's subaccounts, each of which invests
in shares of its corresponding fund or series, acccording to your instructions.

The minimum amount of any purchase payment which can be put into any one
subaccount is $20 under periodic premium deferred contracts and $1,000 under
single premium deferred contracts and flexible premium deferred contracts. Upon
allocation to the appropriate subaccount, purchase payments are converted into
accumulation units. The number of accumulation units credited is determined by
dividing the amount allocated to each subaccount by the value of an accumulation
unit for that subaccount on the valuation date on which the purchase payment is
received at the home office if received before 4:00 p.m., E.S.T. If the purchase
payment is received at or after 4:00 p.m., E.S.T., we will use the accumulation
unit value computed on the next valuation date. The number of accumulation units
determined in this way shall not be changed by any subsequent change in the
value of an accumulation unit. However, the dollar value of an accumulation unit
will vary depending not only upon how well the investments perform, but also
upon the related expenses of the VAA and the underlying funds and series.

VALUATION OF ACCUMULATION UNITS

Accumulation units for each subaccount are valued separately. Initially, the
value of each accumulation unit was set at $1.00. Thereafter, the value of an
accumulation unit in any subaccount on any valuation date equals the value of an
accumulation unit in that subaccount as of the preceding valuation date
multiplied by the net investment factor of that subaccount for the current
valuation period.

To determine the net investment factor, first we calculate a gross investment
rate for each fund or series for the valuation period. This rate is equal to (a)
the investment income of the fund or series for the valuation period (plus
capital gains and minus capital losses for the period, realized or unrealized);
minus (b) a daily charge against net assets for investment advisory services and
other expenses accrued by the fund or series for each day of the valuation
period; then (c) the remainder is divided by the net asset value of the fund or
series at the beginning of the valuation period. This gross investment rate may
be positive or negative.

Once the gross investment rate is determined, we then derive the net investment
rate for each subaccount. That rate is equal to the gross investment rate for
the fund or series minus a daily charge at an annual rate of 1.002% for each day
of the valuation period.

Finally, to obtain the net investment factor for each subaccount, we add
1.000000, to its net investment rate for the valuation period.

TRANSFERS BEFORE THE ANNUITY COMMENCEMENT DATE

You may transfer all or a portion of your investment from one subaccount to
another. A transfer involves the surrender of accumulation units in one
subaccount and the purchase of accumulation units in the other subaccount. A
transfer will be done using the respective accumulation unit values as of the
valuation date immediately following receipt of the transfer request.

Transfers between subaccounts are restricted to once every 30 days; although, we
reserve the right to waive this 30-day period. The minimum amount which may be
transferred between subaccounts is $500 [or the entire amount in the subaccount,
if less than $500. (We have the right to reduce the minimum amount.)] If the
transfer from a subaccount would leave you with less than $100 in the
subaccount, we may transfer the total balance of the subaccount. We have the
right to reduce the minimum amounts. A transfer may be made by writing to the
home office or, if a Telephone Exchange Authorization form (available from us)
is on file with us, by a toll-free telephone call.

You may also transfer all or any part of the contract value from the
subaccount(s) to the fixed side of the contract. Transfers from the fixed side
of the contract to the various subaccount(s) are allowed subject to the
following restrictions: (1) no more than 25% of the value of the fixed side may
be transferred to the subaccount in any 12 month period; and (2) the minimum
amount which can be transferred is $500 or the amount in the fixed account. We
reserve the right to waive any of these restrictions.

When thinking about a transfer of contract value, you should consider the
inherent risk involved. Frequent transfers based on short-term expectations may
increase the risk that a transfer will be made at an inopportune time.

There is no charge to you for a transfer. However, we reserve the right to
impose a charge in the future for any transfers to and from the General Account,
subject to approval of the SEC.

TRANSFERS ON OR FOLLOWING THE ANNUITY COMMENCEMENT DATE

You may transfer all or a portion of your investment in one subaccount to
another subaccount or to the fixed side of the contract. Those transfers will be
limited to three times per contract year. However, on or after the annuity
commencement date, no transfers are allowed from the fixed side of the contract
to the subaccounts.

14
<PAGE>
 
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                                   ACCOUNT C
- --------------------------------------------------------------------------------

DEATH BENEFIT BEFORE THE ANNUITYCOMMENCEMENT DATE

You may designate a beneficiary during the life of the annuitant and change the
beneficiary by filing a written request with the home office. Each change of
beneficiary revokes any previous designation. We reserve the right to request
that you send us the contract for endorsement of a change of beneficiary.

If the annuitant dies before the annuity commencement date, a death benefit
equal to the current value of the contract will be paid to your designated
beneficiary. The value of the death benefit will be determined as of the date on
which the death claim is approved for payment. This payment will occur upon
receipt of: (1) Proof, satisfactory to us, of the death of the annuitant; (2)
Written authorization for payment; and (3) Our receipt of all required claim
forms, fully completed. The death benefit does not involve any element of
insurance.

At any time during a 60-day period beginning with the death of the annuitant,
the beneficiary may elect to receive payment either in the form of a lump sum
settlement or an annuity payout.

If a lump sum settlement is requested, the proceeds will be mailed within seven
days of receipt of satisfactory claim documentation, as discussed previously,
subject to the laws and regulations governing payment of death benefits. If an
election has not been made by the end of the 60-day period, a lump sum
settlement will be made to the beneficiary at that time. This payment may be
postponed as permitted by the 1940 Act.

If an annuity payout is elected, the annuity commencement date shall be the date
specified in the request but no later than 60 days after we receive satisfactory
claim documentation as discussed previously. Payment will be made in accordance
with applicable laws and regulations governing payment of death benefits.

Unless otherwise provided in the beneficiary designation, one of the following
procedures will take place on the death of a beneficiary:

1. If any beneficiary dies before the annuitant, that beneficiary's interest
   will go to any other beneficiaries named, according to their respective
   interests. There are no restrictions on the beneficiary's use of the
   proceeds; and/or

2. If no beneficiary survives the annuitant, the proceeds will be paid to the
   contractowner or to his/her estate, as applicable.

JOINT/CONTINGENT OWNERSHIP

If joint owners are named in the application, the joint owners shall be treated
as having equal undivided interests in the contract. Either owner, independently
of the other, may exercise any ownership rights in this contract.

A contingent owner may exercise ownership rights in this contract only after the
contractowner dies.

DEATH OF CONTRACTOWNER

If the contractowner of a nonqualified contract dies before the annuity
commencement date, then, in compliance with the code, the cash surrender value
of the contract will be paid as follows:

1. Upon the death of a non-annuitant contractowner, the proceeds shall be paid
   to any surviving joint or contingent owner(s). If no joint or contingent
   owner has been named, then the proceeds shall be paid to the annuitant named
   in the contract; and

2. Upon the death of a contractowner, who is also the annuitant, the death will
   be treated as death of the annuitant and the provisions of this contract
   regarding death of annuitant will control. If the recipient of the proceeds
   is the surviving spouse of the contractowner, the contract may be continued
   in the name of that spouse as the new contractowner.

The code requires that any distribution be paid within five years of the death
of the contractowner unless the beneficiary begins receiving, within one year of
the contractowner's death, the distribution in the form of a life annuity or an
annuity for a period certain not exceeding the beneficiary's life expectancy.

SURRENDERS AND WITHDRAWALS

Before the annuity commencement date (but not after), we will allow the
surrender of the contract or a withdrawal of the contract value upon your
written request.

Special restrictions on surrenders/withdrawals apply if your contract is
purchased as part of a retirement plan of a public school system or 501(c)(3)
organization under Section 403(b) of the code. Beginning January 1, 1989, in
order for a contract to retain its tax-qualified status, Section 403(b)
prohibits a withdrawal from a 403(b) contract of post-1988 contributions (and
earnings on those contributions) pursuant to a salary reduction agreement.
However, this restriction does not apply if the annuitant attains age (a) 591/2,
(b) separates from service, (c) dies, (d) becomes totally and permanently
disabled and/or (e) experiences financial hardship (in which event the income
attributable to those contributions may not be withdrawn).

Pre-1989 contributions and earnings through December 31, 1988, are not subject
to the previously stated restriction.

The contract value available upon surrender/withdrawal is the value of the
contract at the end of the valuation period during which the written request for
surrender/withdrawal is received at the home office. Unless a request for
withdrawal specifies otherwise, withdrawals will be made from all subaccounts
within the VAA  and from the General Account in the same proportion that the
amount of withdrawal bears to the total contract value. The minimum amount which
can be withdrawn is $100, and the remaining contract value must be at least
$300. Where permitted by contract, surrender/withdrawal payments will be mailed
within seven days after we receive a valid 

                                                                              15
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                                   ACCOUNT C
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written request at the home office. The payment may be postponed as permitted by
the 1940 Act.

There are charges associated with surrender of a contract or withdrawal of
contract value before the annuity commencement date. See Charges and other
deductions.

The tax consequences of a surrender/withdrawal are discussed later in this
booklet. See Federal tax status.

If the total contract value is less than $600, and if no purchase payments have
been made for at least two years, we reserve the right to terminate the
contract.

REINVESTMENT PRIVILEGE

You may elect to make a reinvestment purchase with any part of the proceeds of a
surrender/withdrawal, and we will recredit the surrender/withdrawal charges
previously deducted. This election must be made within 30 days of the date of
the surrender/withdrawal, and the repurchase must be of a contract covered by
this Prospectus. A representation must be made that the proceeds being used to
make the purchase have retained their tax-favored status under an arrangement
for which the contracts offered by this Prospectus are designed. The number of
accumulation units which will be credited when the proceeds are reinvested will
be based on the value of the accumulation unit(s) on the next valuation date.
This computation will occur following receipt of the proceeds and request for
reinvestment at the home office. You may utilize the reinvestment privilege only
once. For tax reporting purposes, we will treat asurrender/withdrawal and a
subsequent reinvestment purchase as separate transactions. You should consult a
tax advisor before you request a surrender/withdrawal or subsequent reinvestment
purchase.

AMENDMENT OF CONTRACT

We reserve the right to amend the contract to meet the requirements of the 1940
Act or other applicable federal or state laws or regulations. You will be
notified in writing of any changes, modifications or waivers.

COMMISSIONS

The commissions paid to dealers are a maximum of 9% in the first contract year
and 4% in renewal contract years, or an equivalent schedule.

OWNERSHIP
 
As contractowner, you have all rights under the contract. According to Indiana
law, the assets of the VAA are held for the exclusive benefit of all
contractowners and their designated beneficiaries. The assets of the VAA are not
chargeable with liabilities arising from any other business that we may conduct.
Contracts may not be assigned or transferred except as permitted by the Employee
Retirement Income Security Act (ERISA) of 1974 and upon written notification to
us. We assume no responsibility for the validity or effect of any assignment.
Consult your tax advisor about the tax consequences of an assignment.

CONTRACTOWNER QUESTIONS

The obligations to purchasers under the contracts are those of Lincoln Life.
Your questions and concerns should be directed to us at 1-800-348-1212.

ANNUITY PAYOUTS

When you apply for a contract, you may select any annuity commencement date
permitted by law. However, this date cannot be later than the annuitant's 85th
birthday. (PLEASE NOTE THE FOLLOWING EXCEPTION: Contracts issued under qualified
employee pension and profit-sharing trusts [described in Section 401(a) and tax
exempt under Section 501(a) of the code] and qualified annuity plans [described
in Section 403(a) of the code], including H.R. 10 trusts and plans covering
self-employed individuals and their employees, provide for annuity payouts to
start at the date and under the option specified in the plan.)

The contract provides that all or part of the contract value may be used to
purchase an annuity. Optional forms of payout of annuities (annuity options) are
available, each of which is payable on a variable basis, a fixed basis, or a
combination of both. We may choose to make other annuity options available in
the future.

You may elect annuity payouts in monthly, quarterly, semiannual or annual
installments. If the payouts from any subaccount would be or become less than
$50, we have the right to reduce their frequency until the payouts are at least
$50 each. Following are explanations of the annuity options available.

ANNUITY OPTIONS

LIFE ANNUITY. This option offers a periodic payout during the lifetime of the
annuitant and ends with the last payout before the death of the annuitant. This
option offers the highest periodic payout since there is no guarantee of a
minimum number of payouts or provision for a death benefit for beneficiaries.
HOWEVER, THERE IS THE RISK UNDER THIS OPTION THAT THE annuitant WOULD RECEIVE NO
PAYOUTS IF death occurs BEFORE THE DATE SET FOR THE FIRST PAYOUT; ONLY ONE
PAYOUT IF DEATH OCCURS BEFORE THE SECOND SCHEDULED PAYOUT, AND SO ON.

LIFE INCOME WITH PAYOUTS GUARANTEED FOR DESIGNATED PERIOD. This option
guarantees periodic payouts during a designated period, usually 10 or 20 years,
and then continues throughout the lifetime of the annuitant. The designated
period is selected by the annuitant.

JOINT-AND-SURVIVOR ANNUITY. This option offers a periodic payout during the
joint lifetime of the annuitant and a designated joint annuitant. The payouts
continue during the lifetime of the survivor.

JOINT-AND-TWO-THIRDS SURVIVOR ANNUITY. This option provides a periodic payout
during the joint lifetime of the annuitant and a designated joint annuitant.
When one of the joint annuitants dies, the survivor, during their lifetime,
receives two thirds of the periodic payout made when both were alive.

16
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                                   ACCOUNT C
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UNIT REFUND LIFE ANNUITY. This option offers a periodic payout during the
lifetime of the annuitant with the guarantee that upon death a payout will be
made of the value of the number of annuity units (see Variable annuity payouts)
equal to the excess, if any, of: (a) the total amount applied under this option
divided by the annuity unit value for the date payouts begin, divided by (b) the
annuity units represented by each payout to the annuitant multiplied by the
number of payouts paid before death. The value of the number of annuity units is
computed on the date the home office receives written notice of the annuitant's
death if received before 4:00 p.m. E.S.T. Otherwise, the computation shall be
made on the next valuation date.

Other options may be made available by us. The mortality and expense risk charge
and the charge for administrative services will be assessed on all annuity
payouts, including those that do not have a life contingency and therefore no
mortality risk.

You may change your annuity commencement date, change your annuity option, or
change the allocation of your investment among subaccounts up to 30 days before
your scheduled annuity commencement date, upon written notice to the home
office. You must give us at least 30 days notice before the date on which you
want payouts to begin. If proceeds become available to a beneficiary in a lump
sum, the beneficiary may choose any annuity payout option.

Unless you select another option, the contract automatically provides for a life
annuity (on a fixed, variable or combination fixed and variable basis, in
proportion to the account allocation at the time of annuitization) with 120
monthly payouts guaranteed, except when a joint and survivor payout is required
by law. Under any option providing for guaranteed payouts, the number of payouts
which remain unpaid at the date of the annuitant's death will be paid to your
beneficiary as payouts become due.

The contract contains no provision under which an annuitant or a beneficiary may
surrender their contract or make a withdrawal and receive a lump-sum settlement
once annuity payouts have begun. See Surrenders and withdrawals. Options are
only available to the extent they are consistent with the requirements of
Section 72(s) of the code, if applicable.

VARIABLE ANNUITY PAYOUTS

Variable annuity payouts will be determined using:

1. The contract value before the annuity commencement date;

2. The annuity tables contained in the contract;

3. The annuity option selected; and

4. The investment performance of the fund(s) selected.

To determine the amount of payouts, we make this calculation:

1. Determine the dollar amount of the first periodic payout; then

2. Credit the annuitant with a fixed number of annuity units equal to the first
   periodic payout divided by the annuity unit value; and

3. Calculate the value of the annuity units each month thereafter.
 
We assume an investment return of 5% per year, as applied to the applicable
mortality table. The amount of each payout after the initial payout will depend
upon how the underlying fund(s) and series perform, relative to the 5% assumed
rate. There is a more complete explanation of this calculation in the SAI. 

FEDERAL TAX STATUS

This section is a discussion of the Federal income tax rules applicable to the
contracts as of the date of this Prospectus. More information is provided in the
SAI. THESE DISCUSSIONS AND THOSE IN THE SAI ARE NOT INTENDED AS TAX ADVICE. This
section does not discuss the Federal tax consequences resulting from every
possible situation. No attempt has been made to consider any applicable state,
local, or foreign tax law, other than the imposition of any state premium taxes
(See Charges and other deductions). If you are concerned about the tax
implications with respect to the contracts, you should consult a tax advisor.
The following discussion is based upon our understanding of the present Federal
income tax laws as they are currently interpreted by the Internal Revenue
Service(IRS). No representation is made about the likelihood of continuation of
the present Federal income tax laws or their current interpretations by the IRS.

TAXATION OF NONQUALIFIED CONTRACTS

You are generally not taxed on increases in the value of your contract until a
distribution occurs. This distribution  can be in the form of a lump sum payout
received by requesting all or part of the cash surrender value (i.e.
surrenders/withdrawals) or as annuity payouts. For this purpose, the assignment
or pledge of, or the agreement to assign or pledge, any portion of the value of
a contract will be treated as a distribution. A transfer of ownership of a
contract, or designation of an annuitant (or other beneficiary) who is not also
the contractowner, may also result in tax consequences. The taxable portion of a
distribution (in the form of a lump sum payout or an annuity) is taxed as
ordinary income. For purchase payments made after February 28, 1986, a
contractowner who is not a natural person (for example, a corporation) [subject
to limited exceptions] will be taxed on any increase in the contract's cash
value over the investment in the contract during the taxable year, even if no
distribution occurs. The next discussion applies to contracts owned by natural
persons.

In the case of a surrender under the contract or with-drawal of contract value,
generally amounts received are first treated as taxable income to the extent
that the cash value of the contract immediately before the surrender 

                                                                              17
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                                   ACCOUNT C
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exceeds the investment in the contract at that time. Any additional amount
withdrawn is not taxable. In the case of a surrender under a contract issued
before August 14, 1982, and allocable to an investment in the contract made
before that date, amounts received are treated as taxable income only to the
extent that they exceed the investment in the contract. The investment in the
contract generally equals the portion, if any, of any premium paid by or on
behalf of an individual under a contract which is not excluded from the
individual's gross income.

Even though the tax consequences may vary depending on the form of annuity
payout selected under the contract, the recipient of an annuity payout generally
is taxed on the portion of such payout that exceeds the investment in the
contract. For variable annuity payouts, the taxable portion is determined by a
formula that establishes a specific dollar amount of each payout that is not
taxed. The dollar amount is determined by dividing the investment in the
contract by the total number of expected periodic payouts. For fixed annuity
payouts, there generally is no tax on the portion of each payout that represents
the same ratio that the investment in the contract bears to the total expected
value of payouts for the term of the annuity; the remainder of each payout is
taxable. For individuals whose annuity starting date is after December 31, 1986,
the entire distribution (whether fixed or variable) will be fully taxable once
the recipient is deemed to have recovered the dollar amount of the investment in
the contract.

There may be imposed a penalty tax on distributions equal to 10% of the amount
treated as taxable income. The penalty tax is not imposed in certain
circumstances, which generally are distributions:

1. Received on or after age 591/2;

2. Made as a result of death or disability;

3. Received in substantially equal periodic payments as a life annuity (subject
   to special recapture rules if the series of payouts is subsequently
   modified);

4. Allocable to the investment in the contract before August 14, 1982;

5. Under a qualified funding asset in a structured settlement;

6. Under an immediate annuity contract as defined in the code; and/or

7. Under a contract purchased in connection with the termination of certain
   retirement plans.

QUALIFIED CONTRACTS

The contracts may be purchased in connection with the following types of tax-
favored retirement plans:

1. Contracts purchased for employees of public school systems and certain tax-
   exempt organizations, qualified under Section 403(b) of the code;

2. Pension and profit-sharing plans of self-employed individuals (H.R. 10 or
   Keogh plans) or corporations, qualified under Section 401(a) or 403(a) of the
   code;

3. IRAs, qualified under Section 408 of the code;

4. Deferred compensation plans of state or local governments, qualified under
   Section 457 of the code; and/or

5. SEPs, qualified under Section 408(k) of the code.

The tax rules applicable to these plans, including restrictions on contributions
and benefits, taxation of distributions and any tax penalties, vary according to
the type of plan and its terms and conditions. Participants under such plans, as
well as contractowners, annuitants and beneficiaries, should be aware that the
rights of any person to any benefits under such plans may be subject to the
terms and conditions of the plans themselves, regardless of the terms and
conditions of the contracts. Purchasers of contracts for use with any qualified
plan, as well as plan participants and beneficiaries, should consult counsel and
other advisors as to the suitability of the contracts to their specific needs,
and as to applicable code limitations and tax consequences.

MULTIPLE CONTRACTS

All contracts entered into after October 21, 1988, and issued by the same
insurance company (or its affiliates) to the same contractowner during any
calendar year will be treated as a single contract for tax purposes.

INVESTOR CONTROL

The Treasury Department has indicated that guidelines may be issued under which
a variable annuity contract will not be treated as an annuity contract for tax
purposes if the contractowner has excessive control over the investments
underlying the contract. The issuance of those guidelines may require us to
impose limitations on your right to control the investment. We do not know
whether any such guidelines would have a retroactive effect.

WITHHOLDING

Generally, pension and annuity distributions are subject to withholding for the
recipient's Federal income tax liability at rates that vary according to the
type of distribution and the recipient's tax status. Recipients, however,
generally are provided the opportunity to elect not to have tax withheld from
distributions. Under the Unemployment Compensation Amendments of 1992 (UCA), 20%
income tax withholding may apply to eligible rollover distributions. All taxable
distributions from qualified plans and Section 403(b) annuities are eligible
rollover distributions, except (1) annuities paid out over life or life
expectancy, (2) installments paid for a period spanning 10 years or more, and
(3) required minimum distributions. The UCA imposes a mandatory 20% income tax
withholding on any eligible rollover distribution that the contractowner does
not elect to have paid in a direct rollover to another qualified plan, Section
403(b) annuity or individual retirement account. 

18
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                                   ACCOUNT C
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Distributions from Section 457 plans are subject to the general wage withholding
rules.

VOTING RIGHTS

As required by law, we will vote the fund and series shares held in the VAA at
meetings of the shareholder of the various funds and series. The voting will be
done according to the instructions of contractowners who have interests in any
subaccounts which invest in a fund or funds and series. If the 1940 Act or any
regulation under it should be amended or if present interpretations should
change, and if as a result we determine that we are permitted to vote the fund
shares in our own right, we may elect to do so.

The number of votes which you have the right to cast will be determined by
applying your percentage interest in a subaccount to the total number of votes
attributable to the subaccount. In determining the number of votes, fractional
shares will be recognized. After the annuity commencement date, the votes
attributable to a contract will decrease.

Fund shares held in a subaccount for which no timely instructions are received
will be voted by us in proportion to the voting instructions which are received
for all contracts participating in that subaccount. Voting instructions to
abstain on any item to be voted on will be applied on a pro-rata basis to reduce
the number of votes eligible to be cast.

Maryland law and the bylaws of each fund and series allow investment companies
registered under the 1940 Act to dispense with annual meetings of shareholders
in certain cases where the meetings are only a formality. The Board of Directors
of each fund will decide each year whether or not to hold the shareholder's
annual meeting for that year.
 
The dispensing with annual meetings of the shareholder in effect results in
retaining the existing Directors in office. Consequently, the SEC requires the
funds to assure contractowners that a majority of those Directors have at some
point been elected by the shareholder. The SEC also requires that the funds
comply with Section 16(c) of the 1940 Act, concerning procedures by which
shareholders may remove Directors. For a more detailed explanation of this
procedure, see Description of shares in the Appendix to the Prospectuses for the
funds; also see the Prospectus for the series fund. 

Annual meetings of each fund and of the series fund normally will not be held,
unless the Board of Directors decides to hold them. Special meetings of the
shareholder may be called for any valid purpose. Whenever a shareholder's
meeting is called, each person having a voting interest in a subaccount will
receive proxy voting material, reports and other materials relating to the fund.

DISTRIBUTION OF THE CONTRACTS

We are the distributor of the contracts. They will be sold by our registered
representatives who have been licensed by state insurance departments. The
contracts will also be sold by independent broker-dealers who have been licensed
by state insurance departments to represent us and who have selling agreements
with us. We are registered with the SEC under the Securities Exchange Act of
1934 as a broker-dealer and are a member of the National Association of Security
Dealers (NASD). Lincoln Life will offer contracts in all states where it is
licensed to do business.

RETURN PRIVILEGE

Within the free-look period after you first receive the contract, you may cancel
it for any reason by delivering or mailing it postage pre-paid, to the home
office at P.O. Box 2340, 1300 South Clinton Street, Fort Wayne, Indiana, 46801.
A contract canceled under this provision will be void. With respect to the fixed
portion of a contract, we will return purchase payments. With respect to the
VAA, except as explained in the following paragraph, we will return the contract
value as of the date of receipt of the cancellation, plus any contract
maintenance and administrative fees and any premium taxes which had been
deducted. No surrender charge will be made. A PURCHASER WHO PARTICIPATES IN THE
VAA IS SUBJECT TO THE RISK OF A MARKET LOSS DURING THE FREE-LOOK PERIOD.

For contracts written in those states whose laws require that we assume this
market risk during the free-look period, a contract may be canceled, subject to
the conditions explained before, except that we will return only the purchase
payment(s).

STATE REGULATION

As a life insurance company organized and operated under Indiana law, we are
subject to provisions governing life insurers and to regulation by the Indiana
Commissioner of Insurance.

Our books and accounts are subject to review and examination by the Indiana
Insurance Department at all times. A full examination of our operations is
conducted by that Department at least once every five years.

RESTRICTIONS UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM

Title 8, Section 830.105 of the Texas Government Code, consistent with prior
interpretations of the Attorney General of the State of Texas, permits
participants in the Texas Optional Retirement Program (ORP) to redeem their
interest in a variable annuity contract issued under the ORP only upon:

1. Termination of employment in all institutions of higher education as defined
   in Texas law;

2. Retirement; or

3. Death.

                                                                              19
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                                   ACCOUNT C
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Accordingly, participants in the ORP will be required to obtain a certificate of
termination from their employer(s) before accounts can be redeemed.

RECORDS AND REPORTS

As presently required by the 1940 Act and applicable regulations, we will
maintain all records and accounts relating to the VAA. We will mail to you, at
your last known address of record at the home office, at least semiannually
after the first contract year, reports containing information required by that
Act or any other applicable law or regulation.

OTHER INFORMATION

A Registration Statement has been filed with the SEC, under the Securities Act
of 1933 as amended, for the contracts being offered here. This Prospectus does
not contain all the information in the Registration Statement, its amendments
and exhibits. Please refer to the Registration Statement for further information
about the VAA, Lincoln Life, and the contracts offered. Statements in this
Prospectus about the content of contracts and other legal instruments are
summaries. For the complete text of those contracts and instruments, please
refer to those documents as filed with the SEC.
 
Lincoln National Flexible Premium Variable Life Accounts D, G and K, segregated
investment accounts of ours registered under the 1940 Act, are authorized to
invest assets in the following funds and series: Bond, Growth and Income,
Managed, Money Market and Special Opportunities (for Account D); Growth and
Income and Special Opportunities (for Account G) and all funds and series for
Account K. Through the VAA and the Variable Life Accounts we are the sole
shareholder in the eleven funds. However, we are not the sole shareholder of
series shares in the Delaware Group Premium Fund, Inc. Collectively, the VAA and
the Variable Life Accounts may be referred to in this booklet and in the SAI as
the variable accounts. 

Due to differences in redemption rates, tax treatment or other considerations,
the interests of contractowners under the Variable Life Accounts could conflict
with those of contractowners under the VAA. In those cases where assets from
variable life and variable annuity Separate accounts are invested in the same
fund or funds or series (i.e., where mixed funding occurs), or where different
the Boards of Directors of the funds involved will monitor for any material
conflicts and determine what action, if any, should be taken. Refer to the
Prospectus for each fund and for the series fund for more information about 
mixed funding.

In the future, we may purchase shares in the funds and series for one or more 
unregistered segregated investment accounts. 

ADVERTISEMENTS/SALES LITERATURE

In marketing the variable annuity contracts, we and our various sales
representatives may refer to certain ratings assigned to us under the Rating
System of the A.M. Best Co., Oldwick, New Jersey. The objective of Best's Rating
System is to evaluate the various factors affecting the overall performance of
an insurance company in order to provide Best's opinion about that company's
relative financial strength and ability to meet its contractual obligations. The
procedure includes both a quantitative and qualitative review of the insurance
company. In marketing the contracts and the underlying funds and series, we may
at times use data published by other nationally-known independent statistical
services. These service organizations provide relative measures of such factors
as an insurer's claim-paying ability, the features of particular contracts, and
the comparative investment performance of the funds and series with other
portfolios having similar objectives. A few such services are: Duff & Phelps,
the Lipper Group, Moody's, Morningstar, Standard and Poor's and VARDS. There is
more information about each of these services under Advertising and sales
literature in the SAI. Marketing materials may employ illustrations of compound
interest and dollar-cost averaging; discuss automatic withdrawal services;
describe our customer base, assets, and our relative size in the industry. They
may also discuss other features of Lincoln Life, the VAA, the funds, the series,
and their investment management.

STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS FOR SEPARATE ACCOUNT C

Item
- --------------------------------------------------------------------------------
General information and history of
Lincoln Life

Special terms

Services

Purchase of securities being offered
Underwriters

Calculation of performance data

Annuity payments

Federal tax status

Determination of net asset value

Advertising and sales literature/graphics

Financial statements


For a free copy of the SAI please see page one of this booklet.

20
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                                   ACCOUNT C
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LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C (VAA) (REGISTRANT)

LINCOLN NATIONAL LIFE INSURANCE COMPANY (DEPOSITOR)

Statement of Additional Information (SAI)

This SAI should be read in conjunction with the Prospectus of the VAA dated May
1, 1996. You may obtain a copy of the Account C Prospectus on request and
without charge. Please write Kim Oakman, Lincoln National Life Insurance Co.,
P.O. Box 2340, Fort Wayne, Indiana 46801 or call 1-800-348-1212, Ext. 4912.

<TABLE>
<CAPTION>
TABLE OF CONTENTS
                                                  Page
- ------------------------------------------------------
<S>                                               <C>
GENERAL INFORMATION AND HISTORY
OF LINCOLN LIFE                                   B- 2
- ------------------------------------------------------
SPECIAL TERMS                                     B- 2
- ------------------------------------------------------
SERVICES                                          B- 2
- ------------------------------------------------------
PURCHASE OF SECURITIES BEING OFFERED              B- 2
- ------------------------------------------------------
UNDERWRITERS                                      B- 2
- ------------------------------------------------------
CALCULATION OF PERFORMANCE DATA                   B- 2
- ------------------------------------------------------
ANNUITY PAYOUTS                                   B- 5
- ------------------------------------------------------
FEDERAL TAX STATUS                                B- 5
- ------------------------------------------------------
DETERMINATION OF NET ASSET VALUE                  B- 8
- ------------------------------------------------------
ADVERTISING AND SALESLITERATURE/GRAPHICS          B- 8
- ------------------------------------------------------
FINANCIAL STATEMENTS                              B-12
- ------------------------------------------------------
</TABLE>





This SAI is not a PROSPECTUS.

The date of this SAI is May 1, 1996

                                                                             B-1
<PAGE>
 
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                                   ACCOUNT C
- --------------------------------------------------------------------------------

GENERAL INFORMATION AND HISTORY OF LINCOLN NATIONAL LIFE INSURANCE CO. (LINCOLN
LIFE)

The prior Depositor of the account, Lincoln National Pension Insurance Co., was
merged into Lincoln Life, effective January 1, 1989. Lincoln Life, organized in
1905, is an Indiana stock insurance corporation, engaged primarily in insurance
and financial services. Lincoln Life is owned by Lincoln National Corp., a
publicly held insurance holding company domiciled in Indiana.

SPECIAL TERMS

The special terms used in this SAI are the ones defined in the Prospectus. They
are italicized to make this document more understandable.

SERVICES

CUSTODIAN

The custodian for the securities purchased by the Bond, Growth and Income,
Managed, Money Market, Social Awareness and Special Opportunities Funds is
Bankers Trust C., 14 Wall Street, 4th Floor, New York, New York 10005. For the
Aggressive Growth, Capital Appreciation, Equity-Income, International and Global
Asset Allocation Funds, the custodian is State Street Bank and Trust C., 225
Franklin Street, Boston, Massachusetts 02110. The custodian, as authorized by
each eligible fund, will hold, transfer, exchange, deliver or loan the fund's
securities and will maintain certain cash accounts in support of those
functions.

INDEPENDENT AUDITORS

    
The financial statements of the VAA and the consolidated financial statements
and schedules of Lincoln Life appearing in this SAI and registration statement
have been audited by Ernst & Young LLP, independent auditors, to the extent
indicated in their reports thereon also appearing elsewhere herein and in the
registration statement. Such financial statements and schedules have been
included herein in reliance upon such reports given upon the authority of such
firm as experts in accounting and auditing.     

KEEPER OF RECORDS

All accounts, books, records and other documents which are required to be
maintained for the VAA are maintained by Lincoln Life. No separate charge
against the assets of the VAA is made by Lincoln Life for this service.

PRINCIPAL UNDERWRITER

Lincoln Life is the principal underwriter for the variable annuity contracts.

PURCHASE OF SECURITIES BEING OFFERED

The variable annuity contracts are offered to the public through licensed
insurance agents who specialize in selling Lincoln Life products; through
independent insurance brokers; and through certain securities broker/dealers
selected by Lincoln Life whose personnel are legally authorized to sell annuity
products. There are no special purchase plans for any class of prospective
buyers.

There are exchange privileges between subaccounts, and between the VAA and
Lincoln Life's General Account (See Transfers of accumulation units between
subaccounts in the Prospectus.) No exchanges are permitted between the VAA and
other separate accounts.

UNDERWRITERS

Lincoln Life has contracted with some broker/dealers, and may contract with
others, to sell the variable contracts through certain legally authorized
persons and organizations. These dealers are compensated under a standard
Compensation Schedule.

Lincoln Life is the principal underwriter for the variable contracts. The
offering of the contracts is continuous. Lincoln Life retains no underwriting
commissions from the sale of the variable contracts.

CALCULATION OF PERFORMANCE DATA

a. MONEY MARKET FUNDED SUBACCOUNTS:
   1. Seven-day yield: 5.44%
      Length of base period used in computing the yield: 7 days
      Last Day in the base period: December 31, 1995

   2. The yield reported above and in the table of Condensed financial
      information in the 

                                                                             B-1
<PAGE>
 
- --------------------------------------------------------------------------------
                                   ACCOUNT C
- --------------------------------------------------------------------------------

      Prospectus is determined by calculating the change in unit value for the
      base period (the7-day period ended December 31, 1995); then dividing this
      figure by the account value at the beginning of the period; then        
      annualizing this result by the factor of 365/7. This yield includes all 
      deductions charged to the contractowner's account, and excludes any     
      realized gains and losses from the sale of securities.                   

B. OTHER SUBACCOUNTS:

   1. TOTAL RETURN -- the table below shows, for the various subaccounts of the
      VAA, an average annual total return as of the stated periods, based upon a
      hypothetical initial purchase payment of $1,000, calculated according to
      the formula set out after the table.

AVERAGE ANNUAL TOTAL RETURN PERIOD ENDING December 31, 1995

<TABLE>
<CAPTION>
           1-year period                            5-year period                              10-year period
           Periodic           Single & Flexible     Periodic            Single & Flexible      Periodic            Single & Flexible
           Pymt. Contracts    Prem. Contracts       Pymt. Contracts     Prem. Contracts        Pymt. Contracts     Prem. Contracts
- ----------------------------------------------------------------------------------------------------------------------------------
<S>        <C>                <C>                   <C>                 <C>                    <C>                 <C> 
B/1/        8.45%              10.81%                8.12%               8.57%                  8.48%               8.48%
- ----------------------------------------------------------------------------------------------------------------------------------
G&I/1/     25.96%              28.70%               14.01%              14.48%                 13.00%              13.00%
- ----------------------------------------------------------------------------------------------------------------------------------
I/2/       -1.07%               1.08%               N/A                 N/A                    N/A                 N/A
- ----------------------------------------------------------------------------------------------------------------------------------
M/3/       17.66%              20.22%               10.24%              10.70%                 10.19%              10.19%
- ----------------------------------------------------------------------------------------------------------------------------------
GAA/4/     12.71%              15.16%               10.40%              10.86%                  8.03%               8.56%
- ----------------------------------------------------------------------------------------------------------------------------------
SA/5/      30.39%              38.23%               16.18%              16.66%                 13.88%              14.49%
- ----------------------------------------------------------------------------------------------------------------------------------
SO/1/      20.28%              22.64%               16.71%              17.20%                 11.13%              11.13%
- ----------------------------------------------------------------------------------------------------------------------------------
AG/6/      22.67%              25.34%               N/A                 N/A                    N/A                 N/A
- ----------------------------------------------------------------------------------------------------------------------------------
CA/6/      16.95%              19.50%               N/A                 N/A                    N/A                 N/A
- ----------------------------------------------------------------------------------------------------------------------------------
EI/6/      22.17%              24.83%               N/A                 N/A                    N/A                 N/A
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Key: B=Bond Fund; G&I=Growth & Income Fund; I=International Fund; M=Managed
Fund; GAA=Global Asset Allocation Fund; SA=Social Awareness Fund; SO=Special
Opportunities Fund; AG=Aggressive Growth Fund; CA=Capital Appreciation Fund;
EI=Equity-Income Fund

* The lifetime of this subaccount is less than the complete period indicated.
See the date the subaccount commenced activity under the notation Footnotes.

FOOTNOTES:

1 Subaccount commenced activity on December 21, 1981
2 Subaccount commenced activity on May 1, 1991
3 Subaccount commenced activity on April 29, 1983
4 Subaccount commenced activity on August 3, 1987
5 Subaccount commenced activity on May 2, 1988
6 Subaccount commenced activity on Jan 3, 1994
N/A = not applicable.

The length of the periods and the last day of each period used in the above
table are set out in the table heading and in the footnotes above. The Average
annual total return for each period was determined by finding the average annual
compounded rate of return over each period that would equate the initial amount
invested to the ending redeemable value for that period, according to the
following formula --

P (1 + T)/n/ = ERV
Where: P = a hypothetical initial purchase payment of $1,000
T = average annual total return for the period in question
n = number of years
ERV = redeemable value (as of the end of the period in question) of a
      hypothetical $1,000 purchase payment made at the beginning of the 1-year, 
      5-year, or 10-year period in question (or fractional portion thereof)

The formula assumes that: 1) all recurring fees have been charged to
contractowner accounts; 2) all applicable non-recurring charges are deducted at
the end of the period in question; and 3) there will be a complete redemption at
the end of the period in question. The performance figures shown in the table
above relate to the contract form containing the highest level of charges.

                                                                             B-3
<PAGE>
 
- --------------------------------------------------------------------------------
                                   ACCOUNT C
- --------------------------------------------------------------------------------

C. NON-STANDARDIZED PERFORMANCE DATA

The VAA advertises the performance of its various subaccounts by observing how
they perform over various time periods--monthly, year-to-date, yearly (fiscal
year); and over periods of two years and more. Monthly, year-to-date and yearly
performance are computed on a cumulative basis; performance for a two-year
period and for greater periods is computed both on a cumulative and on an
annualized basis.

Cumulative quotations are arrived at by calculating the change in the
accumulation unit value between the first and last day of the base period being
measured, and expressing the difference as a percentage of the unit value at the
beginning of the base period.

Annualized quotations are arrived at by applying a formula which determines the
level rate of return which, if earned over the entire base period, would produce
the cumulative return.

The table below sets out representative performance quotations, according to the
definitions above, for each of the subaccounts, for the following base periods:
1) monthly; 2) year-to-date; 3) yearly; and 4) a two-year period. For all
quotations except 2), the end of the base period is December 31, 1995. For
number two, the end of the base period is November 30, 1995. (The year-to-date
quotation would equal the yearly quotation if the end of the base period
selected for the former were December 31.) In addition, the account may
advertise by quotations with base periods of more than two years. These will be
calculated in an identical manner to the method used to calculate the quotation
for the two-year period; the only difference is that the base period utilized in
the formula will be longer.

NON-STANDARDIZED PERFORMANCE DATA SUBACCOUNTS OF ACCOUNT C+

<TABLE>
<CAPTION>
Type of 
Performance         Subaccount
Data                AG             B         CA        EI       GAA        G&I        I           M          
- --------------------------------------------------------------------------------------------------------- 
<S>                 <C>            <C>       <C>       <C>      <C>        <C>        <C>         <C>         
Monthly                                                                                                      
(12/31/95)           2.32%          1.56%     1.24%     2.69%    1.85%       .28%      1.88%       1.08%      
Year-to-Date                                                                                                 
(11/30/95)          30.39          16.15     25.64     29.40    20.31      36.61       5.61       26.61      
Yearly                                                                                                       
(12/31/95)          33.42          17.96     27.20     32.87    22.59      37.00       7.60       27.97      
3-Year (Cum.)        N/A           24.43      N/A       N/A     38.52      54.08      51.77       37.42      
3-Year (Ann.)        N/A            7.56      N/A       N/A     11.47      15.50      14.92       11.18       
 

Type of                 Subaccount
Performance Data                MM             SA           SO
- --------------------------------------------------------------------------------------------------------- 
<S>                             <C>            <C>          <C>      
Monthly (12/31/95)               .37%            .49%       -1.29%
Year-to-Date (11/30/95)         4.21           41.12        32.24
Yearly (12/31/95)               4.59           41.82        30.54
3-Year (Cum.)                   9.35           58.32        50.20
3-Year (Ann.)                   3.02           16.55        14.52
</TABLE> 

+ - Table excludes surrender charges.

Key: AG=Aggressive Growth Fund; B=Bond Fund; CA=Capital Appreciation Fund;
EI=Equity-Income Fund; GAA=Global Asset Allocation Fund; G&I=Growth & Income
Fund; I=International Fund; M=Managed Fund; MM=Money Market Fund; SA=Social
Awareness Fund; SO=Special Opportunities Fund

Cum.= Cumulative return
Ann.= Annualized return
N/A= Not Applicable

All performance quotations may be advertised on a cumulative basis; performance
quotations with a base period of two years or longer may also be advertised on
an annualized basis.

B-4
<PAGE>
 
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                                   ACCOUNT C
- --------------------------------------------------------------------------------

ANNUITY PAYOUTS

VARIABLE ANNUITY PAYOUTS

Variable annuity payouts will be determined on the basis of: (1) the value of
the contract before the annuity commencement date; (2) the annuity tables
contained in the contract; (3) the type of annuity option selected; and (4) the
investment performance of the eligible fund(s) selected. In order to determine
the amount of variable annuity payouts, Lincoln Life makes the following
calculation: first, it determines the dollar amount of the first payout; second,
it credits the annuitant with a fixed number of annuity units based on the
amount of the first payout; and third, it calculates the value of the annuity
units each period thereafter. These steps are explained below.

The dollar amount of the first variable annuity payout is determined by applying
the total value of the accumulation units credited under the contract valued as
of the 14th day before the annuity commencement date (less any premium taxes) to
the annuity tables contained in the contract. Amounts shown in the tables are
based on the 1971 Individual Annuity Mortality Tables, modified with an assumed
investment return at the rate of 5% per annum. The first annuity payout is
determined by multiplying the benefit per $1,000 of value shown in the contract
tables by the number of thousands of dollars of value accumulated under the
contract. These annuity tables vary according to the form of annuity selected
and the age of the annuitant at the annuity commencement date. The 5% interest
rate stated above is the measuring point for subsequent annuity payouts. If the
actual Net Investment Rate (annualized) exceeds 5%, the payment will increase at
a rate equal to the amount of such excess. Conversely, if the actual rate is
less than 5%, annuity payouts will decrease. If the assumed rate of interest
were to be increased, annuity payouts would start at a higher level but would
decrease more rapidly or increase more slowly.

Lincoln Life may use sex distinct annuity tables in contracts that are not
associated with employer sponsored plans where not prohibited by law.

At an annuity commencement date, the annuitant is credited with annuity units
for each subaccount on which variable annuity payouts are based. The number of
annuity units to be credited is determined by dividing the amount of the first
payout by the value of an annuity unit in each subaccount selected. Although the
number of annuity units is fixed by this process, the value of such units will
vary with the value of the underlying eligible funds. The amount of the second
and subsequent annuity payouts is determined by multiplying the contractowner's
fixed number of annuity units in each subaccount by the appropriate annuity unit
value for the valuation date ending 14 days before the date that payment is due.

The value of each subaccount annuity unit was set initially at $1.00. The
annuity unit value for each subaccount at the end of any valuation date is
determined by multiplying the subaccount annuity unit value for the immediately
preceding valuation date by the product of:

a. The net investment factor of the subaccount for the valuation period for
   which the annuity unit value is being determined, and

b. A factor to neutralize the assumed investment return in the annuity table.

The value of the annuity units is determined as of a valuation date 14 days
before the payout date in order to permit calculation of amounts of annuity
payouts and mailing of checks in advance of their due dates. Such checks will
normally be issued and mailed at least three days before the due date.

PROOF OF AGE, SEX AND SURVIVAL

Lincoln Life may require proof of age, sex, or survival of any payee upon whose
age, sex or survival payouts depend.

FEDERAL TAX STATUS

GENERAL

The operations of the VAA form a part of, and are taxed with, the operations of
Lincoln Life under the Internal Revenue Code of 1986, as amended (the code).
Investment income and realized net capital gains on the assets of the VAA are
reinvested and taken into account in determining the accumulation and annuity
unit values. As a result, such investment income and realized net capital gains
are automatically retained as part of the reserves under the contract. Under
existing federal income tax law, Lincoln Life believes that VAA investment
income and realized net capital gains are not taxed to the extent they are
retained as part of the reserves under the contracts. Accordingly, Lincoln Life
does not anticipate that it will incur any federal income tax liability
attributable to the VAA, and therefore it does not intend to make any provision
for such taxes. However, if changes in the federal tax laws or interpretations
thereof result in Lincoln Life's being taxed on income or gains attributable to
the VAA, then Lincoln Life may impose a charge against

                                                                             B-5
<PAGE>
 
- --------------------------------------------------------------------------------
                                   ACCOUNT C
- --------------------------------------------------------------------------------

the VAA in order to make provision for payment of such taxes.

TAX STATUS OF NONQUALIFIED CONTRACTS

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 contract be adequately diversified in
accordance with Treasury regulations in order for the contract to qualify as an
annuity contract under Section 72 of the code. The variable account, through
each fund, intends to comply with the diversification requirements prescribed in
the regulations, which affect how the assets in each fund in which the variable
account invests may be invested. Although Lincoln Investment Management, Inc.
(Lincoln Investment) is an affiliate of Lincoln Life, Lincoln Life does not have
control over the funds or their investments. However, Lincoln Life believes that
each fund in which the variable account owns shares will meet the
diversification requirements and therefore, the contracts will be treated as
annuities under the code.

The Treasury Department has indicated that guidelines may be forthcoming under
which a variable annuity contract will not be treated as an annuity contract for
tax purposes if the contractowner has excessive control over the investments
underlying the contract. The issuance of such guidelines may require Lincoln
Life to impose limitations on a contractowner's right to control the investment.
It is not known whether any such guidelines would have a retroactive effect. For
these reasons, Lincoln Life reserves the right to modify the contract as
necessary to prevent the contractowner from being considered the owner of the
assets for the variable account.

In addition to the requirements of Section 817(h), the code (Section 72(s))
provides that contracts issued after January 18, 1985, will not be treated as
annuity contracts for purposes of Section 72 unless the contract provides that
(A) if any contractowner dies on or after the annuity starting date, but before
the time the entire interest in the contract has been distributed, the remaining
portion of such interest must be distributed at least as rapidly as under the
method of distribution in effect at the time of the contractowner's death; and
(B) if any contractowner dies before the annuity starting date, the entire
interest must be distributed within five years after the death of the
contractowner. These requirements are considered satisfied if any portion of the
contractowner's interest that is payable to or for the benefit of a designated
beneficiary is distributed over that designated beneficiary's life, or a period
not extending beyond the designated beneficiary's life expectancy, and if that
distribution begins within one year of the contractowner's death. The designated
beneficiary must be a natural person. Contracts issued after January 18, 1985
contain provisions intended to comply with these code requirements, although
regulations interpreting these requirements have yet to be issued. Lincoln Life
intends to review such provisions and modify them if necessary to assure that
they comply with the requirements of Section 72(s) when clarified by regulation
or otherwise.

QUALIFIED CONTRACTS

The rules governing the tax treatment of contributions and distributions under
qualified plans, as set forth in the code and applicable rulings and
regulations, are complex and subject to change. These rules also vary according
to the type of plan and the terms and conditions of the plan itself. Therefore,
no attempt is made herein to provide more than general information about the use
of contracts with the various types of plans, based on Lincoln Life's
understanding of the current federal tax laws as interpreted by the Internal
Revenue Service (IRS). Purchasers of contracts for use with such a plan and plan
participants and beneficiaries should consult counsel and other competent
advisors as to the suitability of the plan and the contract to their specific
needs, and as to applicable code limitations and tax consequences. Participants
under such plans, as well as contractowners, annuitants and beneficiaries,
should also be aware that the rights of any person to any benefits under such
plans may be subject to the terms and conditions of the plans themselves
regardless of the terms and conditions of the contract.

Following are brief descriptions of the various types of plans and of the use of
contracts in connection therewith.

PUBLIC SCHOOL SYSTEMS AND SECTION 501(C)(3) ORGANIZATIONS

Payments made to purchase annuity contracts by public school systems or certain
Section 501(c)(3) organizations for their employees are excludable from the
gross income of the employee to the extent that aggregate payments for the
employee do not exceed the exclusion allowance provided by Section 403(b) of the
code, the over-all limits for excludable contributions of Section 415 of the
code or the limit on elective contributions. Furthermore, the investment results
of the fund credited to the account are 

B-6
<PAGE>
 
- --------------------------------------------------------------------------------
                                   ACCOUNT C
- --------------------------------------------------------------------------------

not taxable until benefits are received either in the form of annuity payouts or
in a single sum.

If an employee's individual account is surrendered, usually the full amount
received would be includable in income for that year at ordinary rates.

QUALIFIED CORPORATE EMPLOYEE'S PENSION AND PROFIT-SHARING TRUSTS AND QUALIFIED
ANNUITY PLANS

Payments made by a corporate employer and the increments on all payments for
qualified corporate plans are not taxable as income to the employee until
distributed. However, the employee may be required to include these amounts in
gross income before distribution if the qualified plan or trust loses its
qualification. Corporate plans qualified under Sections 401(a) or 403(a) of the
code are subject to extensive rules, including limitations on maximum
contributions or benefits.

Distributions of amounts in excess of nondeductible employee contributions
allocated to such distributions are generally taxable as ordinary income. If an
employee or beneficiary receives a lump sum distribution, that is, if the
employee or beneficiary receives in a single tax year the total amounts payable
with respect to that employee and the benefits are paid as a result of the
employee's death or separation from service or after the employee attains 591/2,
taxable gain may be either eligible for special lump sum averaging treatment or,
if the recipient was age 50 before January 1, 1986, eligible for taxation at a
20% rate to the extent the distribution reflects payouts made before January 1,
1974. These special tax rules are not available in all cases.

SELF-EMPLOYED INDIVIDUALS (H.R. 10 OR KEOGH)

Under code provisions, self-employed individuals may establish plans commonly
known as H.R.10 or Keogh plans for themselves and their employees. The tax
consequences to participants under such plans depend upon the plan itself. Such
plans are subject to special rules in addition to those applicable to qualified
corporate plans, although certain of these rules have been repealed or modified
effective in 1984. Purchasers of the contracts to use with H.R. 10 plans should
seek competent advice as to suitability of plan documents and the funding
contracts.

INDIVIDUAL RETIREMENT ANNUITIES (IRA)

Under Section 408 of the code, individuals may participate in a retirement
program known as an IRA. An individual may make an annual IRA contribution of up
to the lesser of $2,000 (or $2,250 if IRAs are maintained for both the
individual and the nonworking spouse) or 100% of compensation. However, under
rules effective for tax years beginning after 1986, IRA contributions may be
nondeductible in whole or in part if (1) the individual or the spouse is an
active participant in certain other retirement programs and (2) the income of
the individual (or of the individual and the spouse) exceeds a specified amount.
Distributions from certain types of retirement plans may be rolled over to an
IRA on a tax-deferred basis if certain requirements are met. Distributions from
IRA's are subject to certain restrictions. Deductible IRA contributions and all
earnings will be taxed as ordinary income when distributed. The failure to
satisfy certain code requirements with respect to an IRA results in adverse tax
consequences.

DEFERRED COMPENSATION PLANS (457 PLANS)

Under the code provisions, employees and independent contractors (participants)
performing services for state and local governments and tax-exempt organizations
may establish deferred compensation plans. While participants in such plans may
be permitted to specify the form of investment in which their plan accounts will
participate, all such investments are owned by the sponsoring employer and are
subject to the claims of its creditors. The amounts deferred under a plan which
meet the requirements of Section 457 of the code are not taxable as income to
the participant until paid or otherwise made available to the participant or
beneficiary. Deferrals are taxed as compensation from the employer when they are
actually or constructively received by the employee. As a general rule, the
maximum amount which can be deferred in any one year is the lesser of $7,500 or
33 1/3% of the participant's includable compensation. However, in the limited
circumstances, up to $15,000 may be deferred in each of the last three years
before retirement.

SIMPLIFIED EMPLOYEE PENSION PLANS (SEP)

An employer may make contributions on behalf of employees to a SEP as provided
by Section 408(k) of the code. The contributions and distribution dates are
limited by the code provisions. All distributions from the plan will be taxed as
ordinary income. 

                                                                             B-7
<PAGE>
 
- --------------------------------------------------------------------------------
                                   ACCOUNT C
- --------------------------------------------------------------------------------

Any distribution before the employee attains age 591/2 (except in the event of
death or disability) or the failure to satisfy certain other code requirements
may result in adverse tax consequences.

TAX ON DISTRIBUTIONS FROM QUALIFIED CONTRACTS

The following rules generally apply to distributions from contracts purchased in
connection with the plans discussed previously, other than deferred compensation
plans.

The portion, if any, of any contribution under a contract made by or on behalf
of an individual which is not excluded from the employee's gross income
(generally, the employee's own non-deductible contributions) constitutes the
investment in the contract. If a distribution is made in the form of annuity
payouts, the employee's investment in the contract (adjusted for certain refund
provisions) divided by the life expectancy (or other period for which annuity
payouts are expected to be made) constitutes a tax-free return of capital each
year. The dollar amount of annuity payouts received in any year in excess of
such return is taxable as ordinary income. However, for employees whose annuity
starting date is after December 31, 1986, all distributions will be fully
taxable once the employee is deemed to have recovered the dollar amount of the
investment in the contract.

If a surrender of or withdrawal from the contract is effected and distribution
is made from the plan in a single payout, the proceeds may qualify for special
lump sum distribution treatment under certain qualified plans, as discussed
above. Otherwise, the amount by which the payment exceeds the investment in the
contract (adjusted for any prior withdrawal) allocated to that payment, if any,
will be taxed as ordinary income in the year of receipt. For amounts distributed
after 1986, rules generally provide that all distributions which are not
received as an annuity will be taxed as a pro rata distribution of taxable and
nontaxable amounts (rather than as a distribution first of nontaxable amounts).

Distributions from qualified plans, Keoghs, SEPs, 403(b) plans and IRAs will be
subject to (1) a 10% penalty tax if made before age 591/2 unless certain other
exceptions apply, and (2) a 15% penalty tax on combined annual distributions in
excess of $150,000 subject to various special rules. Effective for taxable years
beginning after 1988, failure to meet certain minimum distribution requirements
for the above plans, as well as for Section 457 plans, will result in a 50%
excise tax. Various other adverse tax consequences may also be potentially
applicable in certain circumstances to these types of plans.

Upon an employee's death, the taxation of benefits payable to the beneficiary
generally follows these same principles, subject to a variety of special rules.
In particular, tax on death benefits paid as a lump sum may be deferred if,
within 60 days after the lump sum becomes payable, the beneficiary instead
elects to receive annuity payouts.

OTHER CONSIDERATIONS

It should be understood that the foregoing comments about the federal tax
consequences under these contracts are not exhaustive and that special rules are
provided with respect to other tax situations not discussed herein. Further, the
foregoing discussion does not address any applicable state, local or foreign tax
laws. Finally, in recent years numerous changes have been made in the federal
income tax treatment of contracts and retirement plans, which are not fully
discussed above. Before an investment is made in any of the contracts, a
competent tax advisor should be consulted.

DETERMINATION OF NET ASSET VALUE

A description of the days on which variable account's net asset value per share
will be determined is given in the Prospectus. The New York Stock Exchange's
most recent announcement (which is subject to change) states that in 1996 it
will be closed on New Year's Day, January 1; President's Day, February 19; Good
Friday, April 5; Memorial Day, May 27; Independence Day, July 4; Labor Day,
September 2; Thanksgiving Day, November 28; and Christmas Day, December 25. It
may also be closed on other days.

Since the portfolios of some of the eligible funds will consist of securities
primarily listed on foreign exchanges or otherwise traded outside the United
States, those securities may be traded (and the net asset value of those funds
and of the variable account could therefore be significantly affected) on days
when the investor has no access to those funds.

ADVERTISING AND SALES LITERATURE

As set forth in the Prospectus, Lincoln Life may refer to the following
organizations (and others) in its marketing materials:

B-8
<PAGE>
 
- --------------------------------------------------------------------------------
                                   ACCOUNT C
- --------------------------------------------------------------------------------

A.M. BEST'S RATING SYSTEM evaluates the various factors affecting the overall
performance of an insurance company in order to provide an opinion as to an
insurance company's relative financial strength and ability to meet its
contractual obligations. The procedure includes both a quantitative and
qualitative review of each company.

DUFF & PHELPS insurance company claims paying ability (CPA) service provides
purchasers of insurance company policies and contracts with analytical and
statistical information on the solvency and liquidity of major U.S licensed
insurance companies, both mutual and stock.

EAFE Index is prepared by Morgan Stanley Capital International (MSCI). It
measures performance of securities in Europe, Australia and the Far East. The
index reflects the movements of world stock markets by representing the
evolution of an unmanaged portfolio. The EAFE Index offers international
diversification with over 1000 companies across 18 different countries.

LIPPER VARIABLE INSURANCE PRODUCTS PERFORMANCE ANALYSIS SERVICE is a publisher
of statistical data covering the investment company industry in the United
States and overseas. Lipper is recognized as the leading source of data on open-
end and closed-end funds. Lipper currently tracks the performance of over 5,000
investment companies and publishes numerous specialized reports, including
reports on performance and portfolio analysis, fee and expense analysis.

MOODY'S insurance claims-paying rating is a system of rating insurance company's
financial strength, market leadership and ability to meet financial obligations.
The purpose of Moody's ratings is to provide investors with a simple system of
gradation by which the relative quality of insurance companies may be noted.

MORNINGSTAR is an independent financial publisher offering comprehensive
statistical and analytical coverage of open-end and closed-end funds and
variable annuities.

STANDARD & POOR's CORP. insurance claims-paying ability rating is an assessment
of an operating insurance company's financial capacity to meet obligations under
an insurance policy in accordance with the terms. The likelihood of a timely
flow of funds from the insurer to the trustee for the bondholders is a key
element in the rating determination for such debt issues.

VARDS (Variable Annuity Research Data Service) provides a comprehensive guide to
variable annuity contract features and historical fund performance. The service
also provides a readily understandable analysis of the comparative
characteristics and market performance of funds inclusive in variable contracts.

STANDARD & POOR'S 500 INDEX(S&P 500) -- broad-based measurement of changes in
stock-market conditions based on the average performance of 500 widely held
common stocks; commonly known as the S&P 500. The selection of stocks, their
relative weightings to reflect differences in the number of outstanding shares
and publication of the index itself are services of Standard & Poor's Corp., a
financial advisory, securities rating, and publishing firm. The index tracks 400
industrial company stocks, 20 transportation stocks, 40 financial company stocks
and 40 public utilities.

NASDAQ-OTC Price Index -- this index is based on the National Association of
Securities Dealers Automated Quotations (NASDAQ) and represents all domestic
over-the-counter stocks except those traded on exchanges and those having only
one market maker, a total of some 3,500 stocks. It is market value-weighted and
was introduced with a base of 100.00 on February 5, 1971.

DOW JONES INDUSTRIAL AVERAGE (DJIA) -- price-weighted average of 30 actively
traded blue chip stocks, primarily industrials but including American Express C.
and American Telephone and Telegraph C. Prepared and published by Dow Jones &
C., it is the oldest and most widely quoted of all the market indicators. The
average is quoted in points, not dollars.

BOSTON SAFE INDEX -- The Boston SAFE (South Africa-Free Equity) Index is a
benchmark developed by The Boston C., Inc. to measure the effects of divestiture
and the relative performance of South Africa-Free portfolios. The Boston SAFE
Index includes only those stocks within the S&P 500 Stock Index which meet the
following criteria: companies which are not conducting business in South Africa
and banks which are not making loans to South Africa. The composition of the
Boston SAFE Index is adjusted quarterly to reflect new information. The Index is
capitalization-weighted based on shares outstanding and current stock prices.

                                                                             B-9
<PAGE>
 
- --------------------------------------------------------------------------------
                                   ACCOUNT C
- --------------------------------------------------------------------------------

In its advertisements and other sales literature for the variable account and
the eligible funds, Lincoln Life intends to illustrate the advantages of the
contracts in a number of ways:

COMPOUND INTEREST ILLUSTRATIONS. These will emphasize several advantages of the
variable annuity contract. For example, but not by way of limitation, the
literature may emphasize the potential savings through tax deferral; the
potential advantage of the variable account over the fixed side; and the
compounding effect when a client makes regular contributions to its account.

DOLLAR-COST AVERAGING ILLUSTRATIONS. These illustrations will generally discuss
the price-leveling effect of making regular purchases in the same subaccounts
over a period of time, to take advantage of the trends in market prices of the
portfolio securities purchased for those subaccounts.

AUTOMATIC WITHDRAWAL SERVICE. A service provided by Lincoln Life, through which
a contractowner may take any distribution allowed by code Section 401(a)(9) in
the case of qualified contracts, or permitted under code Section 72 in the case
of nonqualified contracts, by way of an automatically generated payment.
    
EARNINGS SWEEP. A service provided by Lincoln Life which allows a client to
designate one of the variable subaccounts or the fixed side as a holding
account, and to transfer earnings from that side to any other variable
subaccount. The contractowner chooses a specific fund as the holding account. At
specific intervals, account value in the holding account fund that exceeds a
certain designated baseline amount is automatically transferred to another
specified fund(s). The minimum account value required for the Earnings Sweep
feature is $10,000.     

LINCOLN LIFE'S CUSTOMERS. Sales literature for the variable account and the
eligible funds may refer to the number of employers and the number of individual
annuity clients which Lincoln Life serves. As of the date of this SAI, Lincoln
Life was serving over 9,500 organizations and had more than 750,000 annuity
clients.

LINCOLN LIFE'S ASSETS, SIZE. Lincoln Life may discuss its general financial
condition (see, for example, the reference to A.M. Best C., above); it may refer
to its assets; it may also discuss its relative size and/or ranking among
companies in the industry or among any sub-classification of those companies,
based upon recognized evaluation criteria. For example, at year-end 1994 Lincoln
Life was the tenth largest U.S. life insurance company based upon overall
assets.

Sales literature may reference the Multi Fund newsletter which is a newsletter
distributed quarterly to clients of the Multi Fund. The contents of the
newsletter will be a commentary on general economic conditions and, on some
occasions, referencing matters in connection with the Multi Fund annuity.
         
Sales literature and advertisements may reference these and other similar
reports from Best's or other similar publications which report on the insurance
and financial services industries.

The graphs below compare accumulations attributable to contributions to
conventional savings vehicles such as savings accounts at a bank or credit
union, nonqualified contracts purchased with after tax contributions, and
qualified contracts purchased with pre-tax contributions under tax-favored
retirement programs.

THE POWER OF TAX DEFERRED GROWTH


                             [GRAPH APPEARS HERE]


The hypothetical chart above compares the results of contributing $1,200 per
year ($100 per month) during the time periods illustrated. Each graph assumes a
28% tax rate and an 8% fixed rate of return (before fees and charges). For tax
Deferred annuities (TDA), the results are based on contributing $1,666.66
($138.88 per month) during the time periods illustrated. The additional $38.88
per month is the amount of federal taxes paid by those contributing to the
conventional savings accounts or nonqualified contracts. In this example, it has
been invested by the contributors to the qualified contracts. The deduction of
fees and charges is also indicated in the graph. The dotted lines represent 

B-10
<PAGE>
 
- --------------------------------------------------------------------------------
                                   ACCOUNT C
- --------------------------------------------------------------------------------

the amount remaining after deducting any taxes due and all fees (including
surrender charges). Additionally, a 10% tax penalty (not included here) may
apply to withdrawals before age 59 1/2.

The contributions and interest earnings on conventional savings accounts are
usually taxed currently. For nonqualified contracts contributions are usually
taxed currently, while earning are not usually subject to income tax until
withdrawn. However, contributions to and earnings on qualified plans are
ordinarily not subject to income tax until withdrawn. Therefore, having greater
amounts re-invested in a qualified or nonqualified plan increases the
accumulation power of savings over time.

As you can see, a tax deferred plan can provide a much higher account value over
a long period of time. Therefore, it is an important retirement plan or for
other long-term financial goals. (The above chart is for illustrative purposes
and should not be construed as representative of actual results, which may be
more or less).

TAX BENEFITS TODAY

When you put a portion of your salary in a tax deferred retirement plan, your
contributions don't appear as taxable income on your W-2 form at the end of the
calendar year. So while you are contributing, you can reduce your taxes and
increase your take-home pay.

Here's an example: Let's assume you are single, your taxable income is $50,000,
and you are in the 28% tax bracket.

<TABLE>
<CAPTION>
                                              Traditional       Savings of
                                              savings plan      pre-tax dollars
- ------------------------------------------------------------------------------------------
<S>                                           <C>               <C>           
Your income                                   $50,000           $50,000
Tax-deferred savings                           -0-                2,400
Taxable income                                 50,000            47,600
*Estimated federal income taxes                10,481             9,809
Income after taxes                             39,519            37,791
After-tax savings                               2,400            -0-
Remaining income after savings
and taxes                                      37,119            37,791
</TABLE> 

With a tax-deferred plan, you have $672 more spendable income each year because
 you are paying less taxes.

* The above chart assumes a 28% marginal federal tax rate on conventional
contributions. TDA contributions are generally taxed as ordinary income when
withdrawn. Federal tax penalties generally apply to distributions before age
591/2. For illustrative purposes only.

                                                                            B-11
<PAGE>


LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C                LINCOLN NATIONAL

STATEMENT OF ASSETS AND LIABILITY

December 31, 1995

<TABLE> 
<CAPTION>
                                                                                  Lincoln                         Lincoln
                                                                                  National        Lincoln         National
                                                       Percent                   Aggressive       National        Capital
                                                       of Net                      Growth           Bond        Appreciation
                                                       Assets      Combined       Account         Account         Account
                                                       ------   --------------  ------------    ------------    ------------
<S>                                                    <C>      <C>             <C>             <C>             <C>
ASSETS
 Investments at net asset value:
   Lincoln National Aggressive Growth Fund, Inc.-
     11,256,287 shares at $12.18 per share
       (cost-$111,341,349)...........................    2.9%     $137,130,147  $137,130,147

   Lincoln National Bond Fund, Inc.-
     20,415,001 shares at $12.25 per share
       (cost-$240,581,424)...........................    5.3       250,016,165                  $250,016,165

   Lincoln National Capital Appreciation Fund, Inc.-
      9,779,639 shares at $12.92 per share
        (cost-$104,724,464)..........................    2.7       126,315,508                                  $126,315,508

   Lincoln National Equity-Income Fund, Inc.-
     17,511,979 shares at $13.51 per share
       (cost-$197,211,387)...........................    5.0       236,534,931

   Lincoln National Global Asset Allocation Fund, Inc.-
      18,552,953 shares at $13.39 per share
        (cost-$206,818,570)..........................    5.3       248,441,515

   Lincoln National Growth and Income Fund, Inc.-
      61,041,312 shares at $29.76 per share
        (cost-$1,347,131,552)........................   38.4     1,816,370,745

   Lincoln National International Fund, Inc.-
      26,614,570 shares at $13.40 per share
        (cost-$319,542,932)..........................    7.5       356,571,626

   Lincoln National Managed Fund, Inc.-
      36,949,684 shares at $15.89 per share
        (cost-$475,787,549)..........................   12.4       587,303,180

   Lincoln National Money Market Fund, Inc.-
      7,432,164 shares at $10.00 per share
        (cost-$74,321,636)...........................    1.6        74,321,636

   Lincoln National Social Awareness Fund, Inc.-
      13,173,738 shares at $22.59 per share
        (cost-$221,728,562)..........................    6.3       297,595,561

   Lincoln National Special Opportunities Fund, Inc.-
      17,932,171 shares at $27.38 per share
        (cost-$414,761,431)..........................   10.4       491,036,611
                                                       ------   --------------  ------------    ------------    ------------

         TOTAL INVESTMENTS (Cost-$3,713,950,856)        97.8     4,621,637,625   137,130,147     250,016,165     126,315,508

Dividends Receivable                                     2.3       110,259,893        60,153      15,515,582         899,251
                                                       ------   --------------  ------------    ------------    ------------

          TOTAL ASSETS                                 100.1     4,731,897,518   137,190,300     265,531,747     127,214,759

LIABILITY-Payable to Lincoln National
            Life Insurance Co. ......................    0.1         3,974,223       112,212         222,793         105,363
                                                       ------   --------------  ------------    ------------    ------------

                           NET ASSETS................  100.0%   $4,727,923,295  $137,078,088    $265,308,954    $127,109,396
                                                       ======   ==============  ============    ============    ============

Net assets are represented by:
    Units in accumulation period-Qualified                                       114,518,159      61,793,528      98,066,947
    Units in accumulation period-Non-Qualified                                             -         850,234               -
    Annuity reserves units                                                           121,371         102,322         184,450

    Unit value                                                                        $1.196          $4.228          $1.294

    Value in accumulation period-Qualified                                      $136,932,961    $261,281,265    $126,870,770
    Value in accumulation period-Non-Qualified                                             -       3,595,041
    Annuity reserves                                                                 145,127         432,648         238,626
                                                                                ------------    ------------    ------------

                                                                                $137,078,088    $265,308,954    $127,109,396
                                                                                ============    ============    ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                  Lincoln         Lincoln         Lincoln
                                                                                  National        National        National
                                                       Percent                    Equity-       Global Asset     Growth and
                                                       of Net                      Income        Allocation        Income
                                                       Assets      Combined       Account         Account         Account
                                                       ------   --------------  ------------    ------------    ------------
<S>                                                    <C>      <C>             <C>             <C>             <C>
ASSETS
 Investments at net asset value:
   Lincoln National Aggressive Growth Fund, Inc.-
     11,256,287 shares at $12.18 per share
       (cost-$111,341,349)...........................    2.9%     $137,130,147

   Lincoln National Bond Fund, Inc.-
     20,415,001 shares at $12.25 per share
       (cost-$240,581,424)...........................    5.3       250,016,165

   Lincoln National Capital Appreciation Fund, Inc.-
      9,779,639 shares at $12.92 per share
        (cost-$104,724,464)..........................    2.7       126,315,508

   Lincoln National Equity-Income Fund, Inc.-
     17,511,979 shares at $13.51 per share
       (cost-$197,211,387)...........................    5.0       236,534,931  $236,534,931

   Lincoln National Global Asset Allocation Fund, Inc.-
      18,552,953 shares at $13.39 per share
        (cost-$206,818,570)..........................    5.3       248,441,515                  $248,441,515

   Lincoln National Growth and Income Fund, Inc.-
      61,041,312 shares at $29.76 per share
        (cost-$1,347,131,552)........................   38.4     1,816,370,745                                $1,816,370,745

   Lincoln National International Fund, Inc.-
      26,614,570 shares at $13.40 per share
        (cost-$319,542,932)..........................    7.5       356,571,626

   Lincoln National Managed Fund, Inc.-
      36,949,684 shares at $15.89 per share
        (cost-$475,787,549)..........................   12.4       587,303,180

   Lincoln National Money Market Fund, Inc.-
      7,432,164 shares at $10.00 per share
        (cost-$74,321,636)...........................    1.6        74,321,636

   Lincoln National Social Awareness Fund, Inc.-
      13,173,738 shares at $22.59 per share
        (cost-$221,728,562)..........................    6.3       297,595,561

   Lincoln National Special Opportunities Fund, Inc.-
      17,932,171 shares at $27.38 per share
        (cost-$414,761,431)..........................   10.4       491,036,611
                                                       ------   --------------  ------------    ------------  --------------

         TOTAL INVESTMENTS (Cost-$3,713,950,856)        97.8     4,621,637,625   236,534,931     248,441,515   1,816,370,745

Dividends Receivable                                     2.3       110,259,893     3,452,731       7,484,300      39,282,738
                                                       ------   --------------  ------------    ------------  --------------

          TOTAL ASSETS                                 100.1     4,731,897,518   239,987,662     255,925,815   1,855,653,483

LIABILITY-Payable to Lincoln National
            Life Insurance Co. ......................     0.1         3,974,223       197,471         214,759       1,564,971
                                                       ------   --------------  ------------    ------------  --------------

                           NET ASSETS................  100.0%   $4,727,923,295  $239,790,191    $255,711,056  $1,854,088,512
                                                       ======   ==============  ============    ============  ==============

Net assets are represented by:
    Units in accumulation period-Qualified                                       171,816,944     124,512,227     288,565,832
    Units in accumulation period-Non-Qualified                                             -       2,045,995       2,496,642
    Annuity reserves units                                                           831,673         496,101       3,605,470

    Unit value                                                                        $1.391          $2.013          $6.292

    Value in accumulation period-Qualified                                      $238,911,848    $250,594,803  $1,815,693,244
    Value in accumulation period-Non-Qualified                                             -       4,117,794      15,709,189
    Annuity reserves                                                                 878,343         998,459      22,686,079
                                                                                ------------    ------------  --------------

                                                                                $239,790,191    $255,711,056  $1,854,088,512
                                                                                ============    ============  ==============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                    Lincoln
                                                                                   Lincoln         Lincoln         National
                                                       Percent                    National         National          Money
                                                       of Net                   International      Managed          Market
                                                       Assets      Combined        Account         Account          Account
                                                       ------   --------------  -------------    ------------    ------------
<S>                                                    <C>      <C>             <C>              <C>             <C>
ASSETS
 Investments at net asset value:
   Lincoln National Aggressive Growth Fund, Inc.-
     11,256,287 shares at $12.18 per share
       (cost-$111,341,349)...........................    2.9%     $137,130,147

   Lincoln National Bond Fund, Inc.-
     20,415,001 shares at $12.25 per share
       (cost-$240,581,424)...........................    5.3       250,016,165

   Lincoln National Capital Appreciation Fund, Inc.-
      9,779,639 shares at $12.92 per share
        (cost-$104,724,464)..........................    2.7       126,315,508

   Lincoln National Equity-Income Fund, Inc.-
     17,511,979 shares at $13.51 per share
       (cost-$197,211,387)...........................    5.0       236,534,931

   Lincoln National Global Asset Allocation Fund, Inc.-
      18,552,953 shares at $13.39 per share
        (cost-$206,818,570)..........................    5.3       248,441,515

   Lincoln National Growth and Income Fund, Inc.-
      61,041,312 shares at $29.76 per share
        (cost-$1,347,131,552)........................   38.4     1,816,370,745

   Lincoln National International Fund, Inc.-
      26,614,570 shares at $13.40 per share
        (cost-$319,542,932)..........................    7.5       356,571,626  $356,571,626

   Lincoln National Managed Fund, Inc.-
      36,949,684 shares at $15.89 per share
        (cost-$475,787,549)..........................   12.4       587,303,180                  $587,303,180

   Lincoln National Money Market Fund, Inc.-
      7,432,164 shares at $10.00 per share
        (cost-$74,321,636)...........................    1.6        74,321,636                                    74,321,636

   Lincoln National Social Awareness Fund, Inc.-
      13,173,738 shares at $22.59 per share
        (cost-$221,728,562)..........................    6.3       297,595,561

   Lincoln National Special Opportunities Fund, Inc.-
      17,932,171 shares at $27.38 per share
        (cost-$414,761,431)..........................   10.4       491,036,611
                                                       ------   --------------  ------------    ------------    ------------

         TOTAL INVESTMENTS (Cost-$3,713,950,856)        97.8     4,621,637,625   356,571,626     587,303,180      74,321,636

Dividends Receivable                                     2.3       110,259,893     1,932,081      22,371,817       4,498,932
                                                       ------   --------------  ------------    ------------    ------------

          TOTAL ASSETS                                 100.1     4,731,897,518   358,503,707     609,674,997      78,820,568

LIABILITY-Payable to Lincoln National
            Life Insurance Co. ......................     0.1         3,974,223       299,787         513,540          66,938
                                                       ------   --------------  ------------    ------------    ------------

                           NET ASSETS................  100.0%   $4,727,923,295  $358,203,920    $609,161,457     $78,753,630
                                                       ======   ==============  ============    ============    ============

Net assets are represented by:
    Units in accumulation period-Qualified                                       261,508,580     170,785,901      34,711,698
    Units in accumulation period-Non-Qualified                                             -       2,003,159         424,424
    Annuity reserves units                                                           352,529         502,543          98,475

    Unit value                                                                        $1.368          $3.515          $2.235

    Value in accumulation period-Qualified                                      $357,721,690    $600,353,314     $77,584,887
    Value in accumulation period-Non-Qualified                                             -       7,041,584         948,639
    Annuity reserves                                                                 482,230       1,766,559         220,104
                                                                                ------------    ------------    ------------

                                                                                $358,203,920    $609,161,457     $78,753,630
                                                                                ============    ============    ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                  Lincoln          Lincoln
                                                                                 National         National
                                                       Percent                    Social           Special
                                                       of Net                    Awareness      Opportunities
                                                       Assets      Combined       Account          Account
                                                       ------   --------------  ------------    -------------
<S>                                                    <C>      <C>             <C>             <C>
ASSETS
 Investments at net asset value:
   Lincoln National Aggressive Growth Fund, Inc.-
     11,256,287 shares at $12.18 per share
       (cost-$111,341,349)...........................    2.9%     $137,130,147

   Lincoln National Bond Fund, Inc.-
     20,415,001 shares at $12.25 per share
       (cost-$240,581,424)...........................    5.3       250,016,165

   Lincoln National Capital Appreciation Fund, Inc.-
      9,779,639 shares at $12.92 per share
        (cost-$104,724,464)..........................    2.7       126,315,508

   Lincoln National Equity-Income Fund, Inc.-
     17,511,979 shares at $13.51 per share
       (cost-$197,211,387)...........................    5.0       236,534,931

   Lincoln National Global Asset Allocation Fund, Inc.-
      18,552,953 shares at $13.39 per share
        (cost-$206,818,570)..........................    5.3       248,441,515

   Lincoln National Growth and Income Fund, Inc.-
      61,041,312 shares at $29.76 per share
        (cost-$1,347,131,552)........................   38.4     1,816,370,745

   Lincoln National International Fund, Inc.-
      26,614,570 shares at $13.40 per share
        (cost-$319,542,932)..........................    7.5       356,571,626

   Lincoln National Managed Fund, Inc.-
      36,949,684 shares at $15.89 per share
        (cost-$475,787,549)..........................   12.4       587,303,180

   Lincoln National Money Market Fund, Inc.-
      7,432,164 shares at $10.00 per share
        (cost-$74,321,636)...........................    1.6        74,321,636

   Lincoln National Social Awareness Fund, Inc.-
      13,173,738 shares at $22.59 per share
        (cost-$221,728,562)..........................    6.3       297,595,561  $297,595,561

   Lincoln National Special Opportunities Fund, Inc.-
      17,932,171 shares at $27.38 per share
        (cost-$414,761,431)..........................   10.4       491,036,611                  $491,036,611
                                                       ------   --------------  ------------    ------------

         TOTAL INVESTMENTS (Cost-$3,713,950,856)        97.8     4,621,637,625   297,595,561     491,036,611

Dividends Receivable                                     2.3       110,259,893     4,913,302       9,849,006
                                                       ------   --------------  ------------    ------------

          TOTAL ASSETS                                 100.1     4,731,897,518   302,508,863     500,885,617

LIABILITY-Payable to Lincoln National
            Life Insurance Co. ......................    0.1         3,974,223       253,471         422,918
                                                       ------   --------------  ------------    ------------

                           NET ASSETS................  100.0%   $4,727,923,295  $302,255,392    $500,462,699
                                                       ======   ==============  ============    ============

Net assets are represented by:
    Units in accumulation period-Qualified                                       105,395,981      88,085,292
    Units in accumulation period-Non-Qualified                                       808,173         908,423
    Annuity reserves units                                                           112,348          90,623

    Unit value                                                                        $2.843          $5.618

    Value in accumulation period-Qualified                                      $299,638,371    $494,850,206
    Value in accumulation period-Non-Qualified                                     2,297,618       5,103,386
    Annuity reserves                                                                 319,403         509,107
                                                                                ------------    ------------

                                                                                $302,255,392    $500,462,699
                                                                                ============    ============
</TABLE>


See accompanying notes to financial statements.
<PAGE>

<TABLE>
<CAPTION>

LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C

STATEMENT OF OPERATIONS

December 31, 1995
                                                           Lincoln                      Lincoln        Lincoln      Lincoln  
                                                           National      Lincoln        National       National     National   
                                                          Aggressive     National        Capital        Equity-    Global Asset
                                                            Growth         Bond         Appreciation    Income      Allocation
                                            Combined        Account       Account         Account       Account      Account
                                            --------        -------       -------         -------       -------      -------
<S>                                       <C>             <C>           <C>             <C>           <C>         <C>        
Net Investment Income (Loss):                                                                                                 
 Dividends from investment income         $110,259,893        $60,153   $15,515,582       $899,251    $3,452,731    $7,484,300
 Dividends from net realized gains                                                                                            
  on investments                           105,255,695           -             -              -          577,960         -    
 Mortality and expense guarantees          (39,086,803)      (966,089)   (2,345,984)      (908,882)   (1,545,093)   (2,252,332)
                                          ------------    -----------   -----------    -----------   -----------   -----------
   NET INVESTMENT INCOME (LOSS)            176,428,785       (905,936)   13,169,598         (9,631)    2,485,598     5,231,968
                                                                                                                              
                                                                                                                              
Net realized and unrealized                                                                                                   
  gain on investments:                                                                                                        
 Net realized gain (loss) on investments     8,981,733        896,058      (282,800)       580,996       441,027       950,383
 Net change in unrealized appreciation or                                                                                     
  depreciation on investments              790,623,398     27,064,946    25,508,393     21,258,762    39,159,306    39,936,516
                                          ------------    -----------   -----------    -----------   -----------   -----------
                                                                                                                              
 NET GAIN ON INVESTMENTS                   799,605,131     27,961,004    25,225,593     21,839,758    39,600,333    40,886,899
                                          ------------    -----------   -----------    -----------   -----------   -----------
                                                                                                                              
NET INCREASE IN NET ASSETS                                                                                                    
  RESULTING FROM OPERATIONS               $976,033,916    $27,055,068   $38,395,191    $21,830,127   $42,085,931   $46,118,867
                                          ============    ===========   ===========    ===========   ===========   ===========

                                             Lincoln                     Lincoln       Lincoln       Lincoln 
                                             National     Lincoln        National      National      National     Lincoln 
                                            Growth and    National         Money        Social        Special     National
                                              Income    International     Managed       Market       Awareness   Opportunities
                                             Account       Account        Account       Account       Account       Account  
                                             -------       -------        -------       -------       -------       -------  
Net Investment Income (Loss):                                                                                                
 Dividends from investment income         $39,282,738     $1,932,081    $22,371,817    $4,498,932    $4,913,302    $9,849,006
 Dividends from net realized gains                                                                                           
  on investments                           68,487,083     14,681,116        716,169        -          6,174,660    14,618,707
 Mortality and expense guarantees         (15,177,401)    (3,312,980)    (5,331,031)     (820,462)   (2,263,656)   (4,162,893)
                                         ------------    -----------    -----------    ----------   -----------   -----------
                                                                                                                             
   NET INVESTMENT INCOME (LOSS)            92,592,420     13,300,217     17,756,955     3,678,470     8,824,306    20,304,820
                                                                                                                             
                                                                                                                             
Net realized and unrealized                                                                                                  
  gain on investments:                                                                                                       
 Net realized gain (loss) on investments    2,581,323      1,927,628      1,287,963        -            229,227       369,928
 Net change in unrealized appreciation or                                                                                    
  depreciation on investments             366,086,846      9,952,160    110,426,495        -         67,848,514    83,381,460
                                         ------------    -----------    -----------    ----------   -----------   -----------
                                                                                                                             
 NET GAIN ON INVESTMENTS                  368,668,169     11,879,788    111,714,458        -         68,077,741    83,751,388
                                         ------------    -----------    -----------    ----------   -----------   -----------
                                                                                                                             
NET INCREASE IN NET ASSETS                                                                                                   
  RESULTING FROM OPERATIONS              $461,260,589    $25,180,005   $129,471,413    $3,678,470   $76,902,047  $104,056,208
                                         ============    ===========   ============    ==========   ===========  ============


See accompanying notes to financial statements.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C

STATEMENTS OF CHANGES IN NET ASSETS

Years ended December 31, 1995 and 1994                       Lincoln                      Lincoln        Lincoln       Lincoln
                                                             National        Lincoln      National       National      National
                                                            Aggressive       National     Capital        Equity-     Global Asset
                                                              Growth           Bond     Appreciation      Income      Allocation
                                              Combined       Account         Account      Account        Account       Account
                                              --------       -------         -------      -------        -------       -------
<S>                                        <C>              <C>            <C>           <C>           <C>           <C>
  NET ASSETS AT JANUARY 1, 1994            $2,562,503,760       $110,000   $237,730,108      $110,000      $110,000  $157,034,078

Changes from operations:
  Net investment income (loss)                166,236,054      ($246,497)   $20,726,266       $83,869      $540,126   $14,394,788
  Net realized gain (loss) on investments       1,969,702        (13,022)      (683,555)          432         6,346       128,622
  Net change in unrealized appreciation
   or depreciation on investments            (199,112,550)    (1,276,148)   (31,910,949)      332,282       164,238   (19,874,725)
                                           --------------   ------------   ------------  ------------  ------------  ------------
 NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS                   (30,906,794)    (1,535,667)   (11,868,238)      416,583       710,710    (5,351,315)

  Net increase (decrease) from unit
   transactions                               593,633,429     62,014,620    (17,936,544)   52,525,104    78,633,070    49,442,218
                                           --------------   ------------   ------------  ------------  ------------  ------------
 TOTAL INCREASE (DECREASE) IN
  NET ASSETS                                  562,726,635     60,478,953    (29,804,782)   52,941,687    79,343,780    44,090,903
                                           --------------   ------------   ------------  ------------  ------------  ------------

 NET ASSETS AT DECEMBER 31, 1994            3,125,230,395     60,588,953    207,925,326    53,051,687    79,453,780   201,124,981

 Changes from operations:
  Net investment income (loss)                176,428,785      ($905,936)   $13,169,598       ($9,631)   $2,485,598    $5,231,968
  Net realized gain (loss) on investments       8,981,733        896,058       (282,800)      580,996       441,027       950,383
  Net change in unrealized appreciation
   or depreciation on investments             790,623,398     27,064,946     25,508,393    21,258,762    39,159,306    39,936,516
                                           --------------   ------------   ------------  ------------  ------------  ------------

 NET INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS                   976,033,916     27,055,068     38,395,191    21,830,127    42,085,931    46,118,867

  Net increase (decrease) from unit
   transactions                               626,658,984     49,434,067     18,988,437    52,227,582   118,250,480     8,467,208
                                           --------------   ------------   ------------  ------------  ------------  ------------
 TOTAL INCREASE (DECREASE) IN
  NET ASSETS                                1,602,692,900     76,489,135     57,383,628    74,057,709   160,336,411    54,586,075
                                           --------------   ------------   ------------  ------------  ------------  ------------
 NET ASSETS AT DECEMBER 31, 1995           $4,727,923,295   $137,078,088   $265,308,954  $127,109,396  $239,790,191  $255,711,056
                                           ==============   ============   ============  ============  ============  ============

                                              Lincoln                                       Lincoln       Lincoln       Lincoln
                                              National        Lincoln         Lincoln       National     National      National
                                             Growth and      National         National       Money        Social        Special
                                               Income      International      Managed        Market      Awareness   Opportunities
                                              Account         Account         Account       Account       Account       Account
                                              -------         -------         -------       -------       -------       -------

  NET ASSETS AT JANUARY 1, 1994            $1,049,008,642   $161,418,447   $460,621,302   $82,764,856  $139,640,840  $273,955,487

Changes from operations:
  Net investment income (loss)                $65,845,494    ($1,973,792)   $33,293,465    $2,311,995     9,194,042    22,066,298
  Net realized gain (loss) on investments       1,910,076        615,665        327,561         -           327,723      (650,146)
  Net change in unrealized appreciation
   or depreciation on investments             (64,677,388)     3,692,172    (47,159,981)        -       (10,984,286)  (27,417,765)
                                           --------------   ------------   ------------   ------------ ------------  -------------
 NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS                     3,078,182      2,334,045    (13,538,955)    2,311,995    (1,462,521)   (6,001,613)

  Net increase (decrease) from unit
   transactions                               130,213,346    152,790,077     13,619,529    (5,686,209)   28,586,364    49,431,854
                                           --------------   ------------   ------------   ------------ ------------  -------------
 TOTAL INCREASE (DECREASE) IN
  NET ASSETS                                  133,291,528    155,124,122         80,574    (3,374,214)   27,123,843    43,430,241
                                           --------------   ------------   ------------   ------------ ------------  -------------

 NET ASSETS AT DECEMBER 31, 1994            1,182,300,170    316,542,569    460,701,876    79,390,642   166,764,683   317,385,728

 Changes from operations:
  Net investment income (loss)                 92,592,420     13,300,217     17,756,955     3,678,470     8,824,306    20,304,820
  Net realized gain (loss) on investments       2,581,323      1,927,628      1,287,963         -           229,227       369,928
  Net change in unrealized appreciation
   or depreciation on investments             366,086,846      9,952,160    110,426,495         -        67,848,514    83,381,460
                                           --------------   ------------   ------------   ------------ ------------  -------------

 NET INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS                   461,260,589     25,180,005    129,471,413     3,678,470    76,902,047   104,056,208

  Net increase (decrease) from unit
   transactions                               210,527,753     16,481,346     18,988,168    (4,315,482)   58,588,662    79,020,763
                                           --------------   ------------   ------------   ------------ ------------  -------------
 TOTAL INCREASE (DECREASE) IN
  NET ASSETS
                                              671,788,342     41,661,351    148,459,581      (637,012)  135,490,709   183,076,971
                                           --------------   ------------   ------------   ------------ ------------  -------------

 NET ASSETS AT DECEMBER 31, 1995           $1,854,088,512   $358,203,920   $609,161,457   $78,753,630  $302,255,392  $500,462,699
                                           ==============   ============   ============   ============ ============  =============
</TABLE>

See accompanying notes to financial statements.
<PAGE>

LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C

NOTES TO FINANCIAL STATEMENTS

December 31, 1995


1. ACCOUNTING POLICIES

The Account:
- ------------
The Lincoln National Variable Annuity Account C (the Variable Account) is a 
segregated investment account of The Lincoln National Life Insurance Company 
(the Company) and is registered under the Investment Company Act of 1940, as 
amended, as a unit investment trust.

Investments:
- -----------
The Variable Account invests in the Lincoln National Aggressive Growth Fund,
Inc., Lincoln National Bond Fund, Inc., Lincoln National Capital Appreciation
Fund, Inc., Lincoln National Equity-Income Fund, Inc., Lincoln National Global 
Asset Allocation Fund, Inc., Lincoln National Growth and Income Fund, Inc., 
Lincoln National International Fund, Inc., Lincoln National Managed Fund, Inc., 
Lincoln National Money Market Fund, Inc., Lincoln National Social Awareness 
Fund, Inc., and Lincoln National Special Opportunities Fund, Inc. (the Funds). 
Investments in the Funds are stated at the closing net values per share on 
December 31, 1995. The Funds are registered as open end investment management 
companies.

Investment transactions are accounted for on a trade date basis and dividend 
income is recorded on the ex-dividend date. The cost of investments sold is 
determined by the average cost method.

Dividends:
- ---------
Dividends are automatically reinvested in shares of the Funds on the payable 
date.

Federal Income Taxes:
- --------------------
Operations of the Variable Account form a part of and are taxed with operations 
of the Company, which is taxed as a "life insurance company" under the Internal 
Revenue Code. Using current law, no federal income taxes are payable with 
respect to the Variable Account's net investment income and the net realized 
gain on investments.

Annuity Reserves:
- ----------------
Reserves on contracts not involving life contingencies are calculated using an 
assumed investment rate of 5%. Reserves on contracts involving life 
contingencies are calculated using a modification of the 1971 Individual 
Annuitant Mortality Table and an assumed investment rate of 5%.

2. MORTALITY AND EXPENSE GUARANTEES AND OTHER TRANSACTIONS WITH AFFILIATE

Amounts are paid to the Company for mortality and expense guarantees at the rate
of .002745% of the current value of the Variable Account per day (1.002% on an 
annual basis). In addition, amounts retained by the Company from the proceeds of
the sales of annuity contracts for contract charges and for surrender charges 
were as follows during 1995:

<TABLE> 
<CAPTION> 

         <S>                                                <C> 
         Lincoln National Aggressive Growth Account         $   (3,404)
         Bond Account                                          529,593
         Lincoln National Capital Appreciation Account          (2,414)
         Lincoln National Equity-Income Account                 (3,733)
         Lincoln National Global Asset Allocation Account      422,872
         Lincoln National Growth and Income Account          2,694,377
         Lincoln National International Account                562,168
         Lincoln National Managed Account                      921,291
         Lincoln National Money Market Account                 396,619
         Lincoln National Social Awareness Account             426,029
         Lincoln National Special Opportunities Account        685,954 
                                                            ---------- 
                                                            $6,629,352
                                                            ==========
</TABLE> 

Accordingly, the Company is responsible for all sales, general, and
administrative expenses applicable to the Variable Account.


3. NET ASSETS

Net Assets at December 31, 1995 consisted of the following:

<TABLE> 
<CAPTION> 

                                                     Lincoln                         Lincoln          Lincoln       Lincoln
                                                     National         Lincoln        National         National      National
                                                    Aggressive        National       Capital          Equity-     Global Asset
                                                      Growth            Bond       Appreciation        Income      Allocation
                                    Combined         Account          Account        Account          Account       Account
                                    --------        ----------        -------      ------------       -------     ------------
<S>                                 <C>            <C>               <C>          <C>                <C>         <C>

Unit Transactions:
  Accumulation units             $2,949,858,283    $111,440,838    $149,160,730    $104,662,000     $196,338,339  $173,256,439
  Annuity reserves                   17,505,550         117,849         340,649         200,686          655,211       745,420
                                 --------------    ------------    ------------    ------------     ------------  ------------
                                  2,967,363,833     111,558,687     149,501,379     104,862,686      196,993,550   174,001,859

Accumulated net investment
   income (loss)                    801,943,440      (1,152,433)    106,717,136          74,238        3,025,724    38,501,567
Accumulated net realized gain
   (loss) on investments             50,929,253         883,036        (344,302)        581,428          447,373     1,584,685
Net unrealized appreciation
   on investments                   907,686,769      25,788,798       9,434,741      21,591,044       39,323,544    41,622,945
                                 --------------    ------------    ------------    ------------     ------------  ------------
                                 $4,727,923,295    $137,078,088    $265,308,954    $127,109,396     $239,790,191  $255,711,056
                                 ==============    ============    ============    ============     ============  ============

                                     Lincoln                                         Lincoln          Lincoln       Lincoln
                                    National          Lincoln        Lincoln         National        National      National
                                   Growth and        National        National         Money           Social        Special
                                     Income        International     Managed          Market         Awareness   Opportunities
                                     Account          Account        Account         Account          Account       Account
                                 --------------    -------------   ------------    ------------     ------------  ------------
 <S>                             <C>               <C>             <C>             <C>              <C>            <C>
Unit Transactions:
  Accumulation units             $1,045,998,335     $307,625,527   $334,702,996     $30,340,395     $198,564,180  $297,768,504
  Annuity reserves                   13,066,934          390,223      1,239,130         200,149          211,539       337,760
                                 --------------    -------------   ------------    ------------     ------------  ------------
                                  1,059,065,269      308,015,750    335,942,126      30,540,544      198,775,719   298,106,264
                                                                                                              
Accumulated net investment          
   income (loss)                    312,836,820       10,335,594    159,061,470      48,213,086       24,326,711   100,003,527
Accumulated net realized gain       
   (loss) on investments             12,947,230        2,823,882      2,642,230               -        3,285,963    26,077,728
Net unrealized appreciation             
   on investments                   469,239,193       37,028,694    111,515,631               -       75,866,999    76,275,180
                                 --------------    -------------   ------------    ------------     ------------  ------------
                                 $1,854,088,512     $358,203,920   $609,161,457     $78,753,630     $302,255,392  $500,462,699
                                 ==============    =============   ============    ============     ============  ============

</TABLE> 

<PAGE>

LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C

NOTES TO FINANCIAL STATEMENTS (Continued)

4. SUMMARY OF CHANGES FROM UNIT TRANSACTIONS
<TABLE>
<CAPTION>
                                                                                         Year Ended December 31
                                                                                 1995                             1994
                                                                       --------------------------      --------------------------- 
                                                                          Units         Amount            Units          Amount
                                                                       -----------  -------------      -----------   -------------
<S>                                                                   <C>           <C>                <C>           <C>
Aggressive Growth Account                                   
  Accumulation Units:                                       
    Contract purchases                                                  86,104,243  $  89,562,485       84,107,448   $  76,068,218
    Terminated contracts and transfers to annuity reserves             (39,132,839)   (40,190,032)     (16,670,693)    (14,109,833)
                                                                       -----------  -------------      -----------   -------------
                                                                        46,971,404     49,372,453       67,436,755      61,958,385
  Annuity Reserves:                                         
    Transfers from accumulation units and between accounts                  84,743         82,683           63,724          58,724
    Annuity payments                                                       (20,294)       (21,424)          (7,083)         (2,460)
    Receipt (reimbursement) of mortality guarantee adjustment                  313            355              (32)            (29)
                                                                       -----------  -------------      -----------   -------------
                                                                            64,762         61,614           56,609          56,235
Bond Account                                                
  Accumulation Units:                                       
    Contract purchases                                                  19,365,131     75,287,744       16,354,396      58,570,949
    Terminated contracts and transfers to annuity reserves             (14,621,455)   (56,288,542)     (21,219,415)    (76,460,665)
                                                                       -----------  -------------      -----------   -------------
                                                                         4,743,676     18,999,202       (4,865,019)    (17,889,716)
  Annuity Reserves:                                         
    Transfers from accumulation units and between accounts                  12,671         42,825           24,083           5,490
    Annuity payments                                                       (16,433)       (55,063)         (37,451)        (51,881)
    Receipt (reimbursement) of mortality guarantee adjustment                  386          1,473             (122)           (437)
                                                                       -----------  -------------      -----------   -------------
                                                                            (3,376)       (10,765)         (13,490)        (46,828)
Capital Appreciation Account                                
  Accumulation Units:                                       
    Contract purchases                                                  66,122,712     75,254,717       58,317,908      58,239,344
    Terminated contracts and transfers to annuity reserves             (20,180,412)   (23,190,279)      (6,303,261)     (5,751,782)
                                                                       -----------  -------------      -----------   -------------
                                                                        45,942,300     52,064,438       52,014,647      52,487,562
  Annuity Reserves:                                         
    Transfers from accumulation units and between accounts                 161,891        180,041           64,891          46,320
    Annuity payments                                                       (15,470)       (18,086)         (27,670)         (8,581)
    Receipt (reimbursement) of mortality guarantee adjustment                1,002          1,189             (194)           (197)
                                                                       -----------  -------------      -----------   ------------- 
                                                                           147,423        163,144           37,027          37,542
Equity-Income Account                                       
  Accumulation Units:                                       
    Contract purchases                                                 126,796,961    154,590,919       87,288,845      89,340,582
    Terminated contracts and transfers to annuity reserves             (30,362,775)   (36,426,079)     (12,016,087)    (11,277,083)
                                                                       -----------  -------------      -----------   -------------
                                                                        96,434,186    118,164,840       75,272,758      78,063,499
  Annuity Reserves:                                         
    Transfers from accumulation units and between accounts                 269,564        220,202          605,336         617,160
    Annuity payments                                                      (178,459)      (133,771)         (64,330)        (47,859)
    Receipt (reimbursement) of mortality guarantee adjustment                 (696)          (791)             258             270
                                                                       -----------  -------------      -----------   -------------
                                                                            90,409         85,640          541,264         569,571
Global Asset Allocation Account                             
  Accumulation Units:                                       
    Contract purchases                                                  30,492,535     54,864,824       53,015,835      87,399,009
    Terminated contracts and transfers to annuity reserves             (25,995,053)   (46,489,629)     (23,733,003)    (38,406,000)
                                                                       -----------  -------------      -----------   -------------
                                                                         4,497,482      8,375,195       29,282,832      48,993,009
  Annuity Reserves:                                         
    Transfers from accumulation units and between accounts                  93,022        167,479          371,857         516,579
    Annuity payments                                                       (44,060)       (79,943)         (97,734)        (63,073)
    Receipt (reimbursement) of mortality guarantee adjustment                3,189          4,477           (2,617)         (4,297)
                                                                       -----------  -------------      -----------   -------------
                                                                            52,151         92,013          271,506         449,209
Growth and Income Account                                   
  Accumulation Units:                                       
    Contract purchases                                                  78,788,015    435,781,433       71,469,595     324,622,854
    Terminated contracts and transfers to annuity reserves             (41,346,455)  (224,231,067)     (43,920,709)   (197,878,237)
                                                                       -----------  -------------      -----------   -------------
                                                                        37,441,560    211,550,366       27,548,886     126,744,617
  Annuity Reserves:                                         
    Transfers from accumulation units and between accounts                 120,000        664,486        1,037,499       4,701,947
    Annuity payments                                                      (303,716)    (1,689,271)        (296,140)     (1,289,274)
    Receipt (reimbursement) of mortality guarantee adjustment               (6,247)         2,172           12,205          56,056
                                                                       -----------  -------------      -----------   -------------
                                                                          (189,963)    (1,022,613)         753,564       3,468,729
</TABLE>
<PAGE>

<TABLE>
<S>                                                                    <C>             <C>           <C>              <C>
Lincoln National International Account                                          
  Accumulation Units:                                          
    Contract purchases                                                  125,636,747     161,050,848   194,314,664      246,895,222
    Terminated contracts and transfers to annuity reserves             (112,767,417)   (144,572,098)  (75,225,996)     (94,146,874)
                                                                       ------------    ------------   -----------     ------------
                                                                         12,869,330      16,478,750   119,088,668      152,748,348
  Annuity Reserves:                                            
    Transfers from accumulation units and between accounts                  157,378         104,047       116,964          126,298
    Annuity payments                                                       (157,737)       (102,827)      (83,606)         (84,058)
    Receipt (reimbursement) of mortality guarantee adjustment                 1,063           1,376          (402)            (511)
                                                                       ------------    ------------   -----------     ------------
                                                                                704           2,596        32,956           41,729
Lincoln National Managed Account                                                
  Accumulation Units:                                          
    Contract purchases                                                   30,628,296      95,910,986    36,109,775       98,575,292
    Terminated contracts and transfers to annuity reserves              (25,023,163)    (76,850,028)  (31,411,054)     (85,243,976)
                                                                       ------------    ------------   -----------     ------------
                                                                          5,605,133      19,060,958     4,698,721       13,331,316
  Annuity Reserves:                                            
    Transfers from accumulation units and between accounts                   87,231         183,273       188,209          486,300
    Annuity payments                                                       (112,721)       (257,050)      (87,747)        (198,953)
    Receipt of mortality guarantee adjustment                                   143             987           315              866
                                                                       ------------    ------------   -----------     ------------
                                                                            (25,347)        (72,790)      100,777          288,213
Lincoln National Money Market Account                                           
  Accumulation Units:                                          
    Contract purchases                                                   45,135,781      96,320,764    55,509,834      113,503,638
    Terminated contracts and transfers to annuity reserves              (47,105,496)   (100,754,678)  (58,167,403)    (119,190,736)
                                                                       ------------    ------------   -----------     ------------
                                                                         (1,969,715)     (4,433,914)   (2,657,569)      (5,687,098)
  Annuity Reserves:                                            
    Transfers from accumulation units and between accounts                   70,227         150,907        66,325           33,184
    Annuity payments                                                        (18,070)        (34,758)      (65,378)         (31,558)
    Receipt (reimbursement) of mortality guarantee adjustment                 1,052           2,283          (345)            (737)
                                                                       ------------    ------------   -----------     ------------
                                                                             53,209         118,432           602              889
Lincoln National Social Awareness Account                                       
  Accumulation Units:                                          
    Contract purchases                                                   39,371,799      97,257,107    30,523,160       61,205,129
    Terminated contracts and transfers to annuity reserves              (16,236,637)    (38,656,851)  (16,459,939)     (32,685,698)
                                                                       ------------    ------------   -----------     ------------
                                                                         23,135,162      58,600,256    14,063,221       28,519,431
  Annuity Reserves:                                            
    Transfers from accumulation units and between accounts                   17,276          37,515        48,369           98,958
    Annuity payments                                                        (19,731)        (40,978)      (15,774)         (31,992)
    Reimbursement of mortality guarantee adjustment                          (2,827)         (8,131)          (17)             (33)
                                                                       ------------    ------------   -----------     ------------
                                                                             (5,282)        (11,594)       32,578           66,933
Lincoln National Special Opportunities Account                                  
  Accumulation Units:                                          
    Contract purchases                                                   33,694,088     169,910,302    37,792,494      162,254,574
    Terminated contracts and transfers to annuity reserves              (18,373,914)    (90,956,261)  (26,432,618)    (112,865,138)
                                                                       ------------    ------------   -----------     ------------
                                                                         15,320,174      78,954,041    11,359,876       49,389,436
  Annuity Reserves:                                            
    Transfers from accumulation units and between accounts                   21,950         121,796        20,826           78,494
    Annuity payments                                                        (10,255)        (58,948)      (10,796)         (34,645)
    Receipt (reimbursement) of mortality guarantee adjustment                   844           3,874          (332)          (1,431)
                                                                       ------------    ------------   -----------     ------------
                                                                             12,539          66,722         9,698           42,418

                                 NET INCREASE FROM UNIT TRANSACTIONS                   $626,658,984                   $593,633,429
                                                                                       ============                   ============
</TABLE> 

5. PURCHASES AND SALES OF SECURITIES
The aggregate cost of investments purchased and the aggregate proceeds from
investments sold were as follows for 1995.

<TABLE> 
<CAPTION> 
                                                                                 Aggregate        Aggregate
                                                                                  Cost of         Proceeds
                                                                                 Purchases       from Sales
                                                                                ------------     ------------ 
        <S>                                                                      <C>              <C>   
        Lincoln National Aggressive Growth Account                              $ 55,109,502     $  6,511,823
        Lincoln National Bond Account                                             40,389,473       10,234,243
        Lincoln National Capital Appreciation Account                             55,742,916        4,009,943
        Lincoln National Equity-Income Account                                   121,497,123        3,167,467
        Lincoln National Global Asset Allocation Account                          23,071,206       11,170,826
        Lincoln National Growth and Income Account                               312,079,177       16,202,162
        Lincoln National International Account                                    61,286,471       32,746,570
        Lincoln National Managed Account                                          51,131,484       16,506,561
        Lincoln National Money Market Account                                     44,749,878       46,725,113
        Lincoln National Social Awareness Account                                 67,790,852        1,769,164
        Lincoln National Special Opportunities Account                           110,026,089       13,110,077
                                                                                ------------     ------------ 
                                                                                $942,874,171     $162,153,949
                                                                                ============     ============ 
</TABLE>
<PAGE>
               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


Board of Directors of The Lincoln National Life Insurance Company and
ContractOwners of Lincoln National Variable Annuity Account C


We have audited the accompanying statement of assets and liability of Lincoln
National Variable Annuity Account C (Variable Account) as of December 31, 1995,
and the related statement of operations for the year then ended, and the
statement of changes in net assets for each of the two years in the period then
ended. These financial statements are the responsibility of the Variable
Account's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1995, by correspondence with
the custodian. An audit also includes assessing the accounting principles used 
and significant estimates made by management, as well as evaluating the overall 
financial statement presentation. We believe that our audits provide a 
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of Lincoln National Variable 
Annuity Account C at December 31, 1995, the results of its operations for the 
year then ended, and the changes in its net assets for each of the two years in 
the period then ended in conformity with generally accepted accounting 
principles.



Fort Wayne, Indiana                 
March 6, 1996                                             /s/ Ernst & Young LLP

<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Balance Sheets
<TABLE> 
<CAPTION> 
                                                            December 31
                                                        1995          1994
                                                          (000's omitted)
<S>                                                <C>            <C> 
Assets
Investments:
  Securities available-for-sale, at fair value:
    Fixed maturity (cost:  1995-$18,852,837; 
      1994-$18,193,928)                             $20,414,785   $17,692,214
    Equity (cost:  1995-$480,261; 1994-$416,351)        598,435       456,333
  Mortgage loans on real estate                       3,147,783     2,795,914
  Real estate                                           746,023       679,512
  Policy loans                                          565,325       528,731
  Other investments                                     241,219       158,196
Total investments                                    25,713,570    22,310,900

Cash and invested cash                                  802,743       990,880
Property and equipment                                   53,830        54,989
Deferred acquisition costs                              953,834     1,736,526
Premiums and fees receivable                            117,634       123,494
Accrued investment income                               352,301       367,370
Assets held in separate accounts                     18,461,629    13,000,540
Federal income taxes                                         --       134,463
Amounts recoverable from reinsurers                   2,940,976     2,069,292
Goodwill                                                  5,149         3,385
Other assets                                            185,398       233,708
Total assets                                        $49,587,064   $41,025,547
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Balance Sheets (continued)
<TABLE> 
<CAPTION> 

                                                            December 31
                                                        1995          1994
                                                          (000's omitted)
<S>                                                <C>           <C>  
Liabilities and shareholder's equity
Liabilities:
  Policy liabilities and accruals:
    Future policy benefits, claims and 
      claims expenses                               $ 8,435,019   $ 7,540,772
    Unearned premiums                                    55,174        61,472
  Total policy liabilities and accruals               8,490,193     7,602,244

  Contractholder funds                               18,171,822    17,028,628
  Liabilities related to separate accounts           18,461,629    13,000,540
  Federal income taxes                                  166,430            --
  Short-term debt                                       124,783       153,656
  Long-term debt                                         40,827        54,794
  Other liabilities                                   1,412,534     1,264,730
Total liabilities                                    46,868,218    39,104,592

Shareholder's equity:
  Common stock, $2.50 par value: 
    Authorized, issued and outstanding 
      shares-10 million (owned by Lincoln 
      National Corporation)                              25,000        25,000
    Additional paid-in capital                          809,557       791,605
    Retained earnings                                 1,440,994     1,428,969
    Net unrealized gain (loss) on 
      securities available-for-sale                     443,295      (324,619)
Total shareholder's equity                            2,718,846     1,920,955
Total liabilities and shareholder's equity          $49,587,064   $41,025,547
</TABLE> 
See accompanying notes.
<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Statements of Income
<TABLE> 
<CAPTION> 
                                                 Year ended December 31
                                              1995        1994        1993
                                                     (000's omitted)
<S>                                      <C>          <C>          <C> 
Revenue:
  Insurance premiums                     $  846,873   $1,099,480   $1,972,630
  Insurance fees                            450,423      390,384      425,083
  Net investment income                   1,899,630    1,673,981    1,823,459
  Realized gain (loss) on investments       136,195     (138,522)      92,150
  Gain (loss) on sale of affiliates              --       68,954      (98,500)
  Other                                       3,405       20,946       35,781
Total revenue                             3,336,526    3,115,223    4,250,603

Benefits and expenses:
  Benefits and settlement expenses        2,122,616    2,194,047    3,033,139
  Underwriting, acquisition, 
    insurance and other expenses            764,346      660,363      881,703
  Interest expense                               67          615           96
Total benefits and expenses               2,887,029    2,855,025    3,914,938

Income before Federal income taxes 
  and cumulative effect of 
  accounting change                         449,497      260,198      335,665
Federal income taxes                        127,472       40,400      142,544
Income before cumulative 
  effect of accounting change               322,025      219,798      193,121
Cumulative effect of accounting
  change (postretirement benefits)               --           --       45,582
Net income                               $  322,025   $  219,798   $  147,539

Earnings per share:
  Income before cumulative 
    effect of accounting change          $    32.20   $    21.98   $    19.31
  Cumulative effect of accounting 
    change (postretirement benefits)             --           --        (4.56)
Net income                               $    32.20   $    21.98   $    14.75
</TABLE> 
See accompanying notes.
<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Statements of Shareholder's Equity

                                                 Year ended December 31
                                              1995        1994        1993
                                                     (000's omitted)
Common stock-balance 
  at beginning and end of year           $   25,000   $   25,000   $   25,000

Additional paid-in capital:
  Balance at beginning of year              791,605      791,444      791,223
  Contribution from Lincoln 
    National Corporation                     17,952          161          221
  Balance at end of year                    809,557      791,605      791,444

Retained earnings:
  Balance at beginning of year            1,428,969    1,334,171    1,198,632
  Net income                                322,025      219,798      147,539
  Dividends declared                       (310,000)    (125,000)     (12,000)
  Balance at end of year                  1,440,994    1,428,969    1,334,171

Net unrealized gain (loss) on 
  securities available-for-sale:
    Balance at beginning of year           (324,619)     621,161       47,303
    Cumulative effect of 
      accounting change                          --           --      564,153
    Other change during the year            767,914     (945,780)       9,705
    Balance at end of year                  443,295     (324,619)     621,161
Total shareholder's equity
  at end of year                         $2,718,846   $1,920,955   $2,771,776

See accompanying notes.
<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Statements of Cash Flows

                                                 Year ended December 31
                                              1995        1994        1993
                                                     (000's omitted)
Cash flows from operating activities
Net income                               $  322,025   $  219,798   $  147,539
Adjustments to reconcile net income
  to net cash provided
  by operating activities:
    Deferred acquisition costs              124,526     (171,063)     (92,183)
    Premiums and fees receivable              6,082       10,755       80,582
    Accrued investment income                15,069      (54,434)     (18,827)
    Policy liabilities and accruals         621,603      114,038      345,142
    Contractholder funds                  1,335,625    1,769,240    1,248,058
    Amounts recoverable from reinsurers    (883,425)    (884,388)    (700,622)
    Federal income taxes                     95,745        8,364     (130,308)
    Provisions for depreciation              39,089       38,870       41,516
    Amortization of discount and premium    (86,653)       7,928     (100,274)
    Realized loss (gain) on investments    (244,995)     219,682     (115,881)
    Loss (gain) on sale of affiliates            --      (68,954)      98,500
    Cumulative effect of
       accounting change                         --           --       45,582
    Other                                  458,542        (4,599)      51,369
Net adjustments                          1,481,208       985,439      752,654
Net cash provided by 
  operating activities                   1,803,233     1,205,237      900,193

Cash flows from investing activities
Securities available-for-sale:
  Purchases                            (13,549,807)  (12,100,213)  (7,171,684)
  Sales                                 12,163,673     9,326,809    7,139,781
  Maturities                               929,018       958,065       42,707
Fixed maturity securities
  held for investment:
    Purchases                                   --            --   (5,903,805)
    Sales                                       --            --    2,805,980
    Maturities                                  --            --    1,639,739
Purchases of other investments          (1,711,427)   (1,421,321)  (1,936,013)
Sale or maturity of other investments    1,198,536     1,457,157    1,142,872
Sale of affiliates                              --       520,340           --
Decrease in cash collateral
  on loaned securities                     (39,681)     (163,872)     (40,454)
Other                                     (213,708)      (37,606)      83,751
Net cash used in 
  investing activities                  (1,223,396)   (1,460,641)  (2,197,126)
<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Statements of Cash Flows (continued)

                                                 Year ended December 31
                                             1995        1994          1993
                                                     (000's omitted)
Cash flows from financing activities
Principal payments on long-term debt     $ (13,967)   $     (200)  $   (1,138)
Issuance of long-term debt                      --            --       10,314
Net increase (decrease) in
  short-term debt                          (28,873)        3,629       13,047
Universal life and investment
  contract deposits                      1,716,239     2,381,829    2,418,037
Universal life and 
  investment contract withdrawals       (2,149,325)   (1,604,450)  (1,503,105)
Capital contribution from
  Lincoln National Corporation              17,952           161          221
Dividends paid to shareholder             (310,000)     (125,000)     (12,000)
Net cash provided by
  (used in) financing activities          (767,974)      655,969      925,376

Net increase (decrease) in cash           (188,137)      400,565     (371,557)
Cash at beginning of year                  990,880       590,315      961,872
Cash at end of year                     $  802,743   $   990,880   $  590,315

See accompanying notes.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements

December 31, 1995

1. Summary of Significant Accounting Policies 

Basis of Presentation

The accompanying consolidated financial statements include The Lincoln National
Life Insurance Company ("Company") and its majority-owned subsidiaries.  The 
Company and its subsidiaries operate multiple insurance businesses.  Operations
are divided into two business segments (see Note 9).  These consolidated
financial statements have been prepared in conformity with generally accepted
accounting principles.

Use of Estimates

The nature of the insurance business requires management to make estimates and 
assumptions that affect the amounts reported in the consolidated financial 
statements and accompanying notes.  Actual results could differ from those 
estimates.  

Investments 

The Company classifies its fixed maturity securities and equity securities 
(common and non-redeemable preferred stocks) as available-for-sale and, 
accordingly, such securities are carried at fair value.  The cost of fixed 
maturity securities is adjusted for amortization of premiums and discounts.  
The cost of fixed maturity and equity securities is adjusted for declines in 
value that are other than temporary.

For the mortgage-backed securities portion of the fixed maturity securities 
portfolio, the Company recognizes income using a constant effective yield 
based on anticipated prepayments and the estimated economic life of the 
securities.  When estimates of prepayments change, the effective yield is 
recalculated to reflect actual payments to date and anticipated future 
payments.  The net investment in the securities is adjusted to the amount that 
would have existed had the new effective yield been applied since the 
acquisition of the securities.  This adjustment is reflected in net investment 
income.

Mortgage loans on real estate are carried at outstanding principal balances 
less unaccrued discounts and net of reserves for declines that are other than 
temporary.  Investment real estate is carried at cost less allowances for 
depreciation.  Such real estate is carried net of reserves for declines in 
value that are other than temporary.  Real estate acquired through foreclosure  
proceedings is recorded at fair value on the settlement date which establishes 
a new cost basis.  If 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

1. Summary of Significant Accounting Policies (continued)

a subsequent periodic review of a foreclosed property indicates the fair 
value, less estimated costs to sell, is lower than the carrying value at the 
settlement date, the carrying value is adjusted to the lower amount.  Policy 
loans are carried at the aggregate unpaid balances.  Any changes to the 
reserves for mortgage loans on real estate and real estate are reported as a 
realized gain (loss) on investments.

Cash and invested cash are carried at cost and include all highly liquid debt 
instruments purchased with a maturity of three months or less, including 
participation in a short-term investment pool administered by Lincoln National 
Corporation ("LNC"), the Company's parent.

Realized gain (loss) on investments is recognized in net income, net of 
related amortization of deferred acquisition costs, using the specific 
identification method.  Changes in the fair values of securities carried at 
fair value are reflected directly in shareholder's equity after deductions for 
related adjustments for deferred acquisition costs and amounts required to 
satisfy policyholder commitments that would have been recorded if these 
securities would have been sold at their fair value, and after deferred taxes 
or credits to the extent deemed recoverable.

Derivatives

The Company hedges certain portions of its exposure to interest rate 
fluctuations, the widening of bond yield spreads over comparable maturity U.S. 
Government obligations and foreign exchange risk by entering into derivative 
transactions.  A description of the Company's accounting for its hedge of such 
risks is discussed in the following two paragraphs.

The premium paid for an interest rate cap is deferred and amortized to net 
investment income on a straight-line basis over the term of the interest rate 
cap.  Any settlement received in accordance with the terms of the interest 
rate caps is recorded as investment income.  Spread-lock agreements, interest 
rate swaps and financial futures, which hedge fixed maturity securities 
available-for-sale, are carried at fair value with the change in fair value 
reflected directly in shareholder's equity.  Realized gain (loss) from the 
settlement of such derivatives is deferred and amortized over the life of the 
hedged assets as an adjustment to the yield.  Foreign exchange forward 
contracts, foreign currency options and foreign currency swaps, which hedge 
some of the foreign exchange risk of investments in fixed maturity securities 
denominated in foreign currencies, are carried at fair value with the change 
in fair value reflected in earnings.  Realized gain (loss) from the settlement 
of such derivatives is also reflected in earnings.  
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

1. Summary of Significant Accounting Policies (continued)

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

Property and Equipment

Property and equipment owned for company use is carried at cost less 
allowances for depreciation.

Premiums and Fees

Revenue for universal life and other interest-sensitive life insurance policies
consists of policy charges for cost of insurance, policy initiation and
administration, and surrender charges that have been assessed.  Traditional
individual life-health and annuity premiums are recognized as revenue over the
premium-paying period of the policies.  Group health premiums are prorated over
the contract term of the policies.

Assets Held in Separate Accounts/Liabilities Related to Separate Accounts

These assets and liabilities represent segregated funds administered and 
invested by the Company for the exclusive benefit of pension and variable life 
and annuity contractholders.  The fees received by the Company for 
administrative and contractholder maintenance services performed for these 
separate accounts are included in the Company's consolidated statements of 
income.
<PAGE>

    
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)      
 
Deferred Acquisition Costs

Commissions and other costs of acquiring universal life insurance, variable 
universal life insurance, traditional life insurance, annuities and group 
health insurance which vary with and are primarily related to the production 
of new business, have been deferred to the extent recoverable.  Acquisition 
costs for universal and variable universal life insurance policies are being 
amortized over the lives of the policies in relation to the incidence of 
estimated gross profits from surrender charges and investment, mortality and 
expense margins, and actual realized gain (loss) on investments.  That 
amortization is adjusted retrospectively when estimates of current or future 
gross profits to be realized from a group of policies are revised.  The 
traditional life-health and annuity acquisition costs are amortized over the 
premium-paying period of the related policies using assumptions consistent 
with those used in computing policy reserves.  

Expenses

Expenses for universal and variable universal life insurance policies include 
interest credited to policy account balances and benefit claims incurred 
during the period in excess of policy account balances.  Interest crediting 
rates associated with funds invested in the Company's general account during 
1993 through 1995 ranged from 6.1% to 8.25%. 

Goodwill

The cost of acquired subsidiaries in excess of the fair value of net assets 
(goodwill) is amortized using the straight-line method over periods that 
generally correspond with the benefits expected to be derived from the 
acquisitions.  Goodwill is amortized over 40 years.  The carrying value of 
goodwill is reviewed periodically for indicators of impairment in value.

Policy Liabilities and Accruals

The liabilities for future policy benefits and expenses for universal and 
variable universal life insurance policies consist of policy account balances 
that accrue to the benefit of the policyholders, excluding surrender charges.  
The liabilities for future policy benefits and expenses for traditional life 
policies and immediate and deferred paid-up annuities are computed using a net 
level premium method and assumptions for investment yields, mortality and 
withdrawals based principally on Company experience projected at the time of 
policy issue, with provision for possible adverse deviations.  Interest 
assumptions for traditional direct individual life reserves for all policies 
range from 2.3% to 11.7% graded to 5.7% after 30 years depending on time of 
policy issue.  Interest rate assumptions for reinsurance reserves range from 
5.0% to 11.0% graded to 8.0% after 20 years.  The interest assumptions for 
immediate and deferred paid-up annuities range from 4.5% to 8.0%.
<PAGE>
     
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

1. Summary of Significant Accounting Policies (continued)

With respect to its policy liabilities and accruals, the Company carries on a 
continuing review of its 1) overall reserve position, 2) reserving techniques 
and 3) reinsurance arrangements, and as experience develops and new 
information becomes known, liabilities are adjusted as deemed necessary.  The 
effects of changes in estimates are included in the operating results for the 
period in which such estimates occur. 

Reinsurance

The Company enters into reinsurance agreements with other companies in the 
normal course of their business.  The Company may assume reinsurance from 
unaffiliated companies and/or cede reinsurance to such companies.  
Assets/liabilities and premiums/benefits from certain reinsurance contracts 
which grant statutory surplus to other insurance companies have been netted on 
the balance sheets and income statements, respectively, since there is a right 
of offset.  All other reinsurance agreements are reported on a gross basis.

Depreciation

Provisions for depreciation of investment real estate and property and 
equipment owned for Company use are computed principally on the straight-line 
method over the estimated useful lives of the assets.

Postretirement Medical and Life Insurance Benefits

The Company accounts for its postretirement medical and life insurance 
benefits using the full accrual method.
<PAGE>
   
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

1. Summary of Significant Accounting Policies (continued)

Income Taxes

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

The Company uses the liability method of accounting for income taxes.  
Deferred income taxes reflect the net tax effects of temporary differences 
between the carrying amounts of assets and liabilities for financial reporting 
purposes and the amounts used for income tax return purposes.  The Company 
establishes a valuation allowance for any portion of its deferred tax assets 
which are unlikely to be realized.


2. Changes in Accounting Principles and Changes in Estimates

Postretirement Benefits Other Than Pensions
 
Effective January 1, 1993, the Company changed its method of accounting for 
postretirement medical and life insurance benefits for its eligible employees 
and agents from a pay-as-you-go method to a full accrual method in accordance 
with Financial Accounting Standards No. 106 entitled "Employers' Accounting 
for Postretirement Benefits Other Than Pensions" ("FAS 106").  This full 
accrual method recognizes the estimated obligation for retired employees and 
agents and active employees and agents who are expected to retire in the 
future.  The effect of the change was to increase net periodic postretirement 
benefit cost by $7,800,000 and decrease income before cumulative effect of 
accounting change by $5,100,000 ($0.51 per share).  The implementation of FAS 
106 resulted in a one-time charge to the first quarter 1993 net income of 
$45,600,000 or $4.56 per share ($69,000,000 pre-tax) for the cumulative effect 
of the accounting change.  See Note 6 for additional disclosures regarding 
postretirement benefits other than pensions.
<PAGE>
  
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

2. Changes in Accounting Principles and Changes in Estimates (continued)

Accounting by Creditors for Impairment of a Loan

Financial Accounting Standards No. 114 entitled "Accounting by Creditors for 
Impairment of a Loan" ("FAS 114") issued in May 1993, was adopted by the 
Company effective January 1, 1993.  FAS 114 requires that if an impaired 
mortgage loan's fair value as described in Note 3 is less than the recorded 
investment in the loan, the difference is recorded in the mortgage loan 
allowance for losses account.  The adoption of FAS 114 resulted in additions 
to the mortgage loan allowance for losses account and reduced first quarter 
1993 income before cumulative effect of accounting change and net income by 
$37,700,000 or $3.77 per share ($57,200,000 pre-tax).  See Note 3 for further 
mortgage loan disclosures.  Most of the effect of this change in accounting 
was within the Life Insurance and Annuities business segment.
 
Accounting for Certain Investments in Debt and Equity Securities

Financial Accounting Standards No. 115 entitled "Accounting for Certain 
Investments in Debt and Equity Securities" ("FAS 115") issued in May 1993, was 
adopted by the Company as of December 31, 1993.  In accordance with the rules, 
the prior year financial statements have not been restated to reflect the 
change in accounting principle.  Under FAS 115, securities can be classified 
as available-for-sale, trading or held-to-maturity according to the holder's 
intent.  The Company classified its entire fixed maturity securities portfolio 
as "available-for-sale."  Securities classified as available-for-sale are 
carried at fair value and unrealized gains and losses on such securities are 
carried as a separate component of shareholder's equity.  The ending balance 
of shareholder's equity at December 31, 1993 was increased by $564,200,000 
(net of $377,500,000 of related adjustments to deferred acquisition costs, 
$50,700,000 of policyholder commitments and $303,700,000 in deferred income 
taxes, all of which would have been recognized if those securities would have 
been sold at their fair value, net of amounts applicable to Security-
Connecticut Corporation) to reflect the net unrealized gain on fixed maturity 
securities classified as available-for-sale previously carried at amortized 
cost.  Prior to the adoption of FAS 115, the Company carried a portion of its 
fixed maturity securities at fair value with unrealized gains and losses 
carried as a separate component of shareholder's equity.  The remainder of 
such securities were carried at amortized cost. 
<PAGE>
  
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

2. Changes in Accounting Principles and Changes in Estimates (continued)

Change in Estimate for Net Investment Income Related to Mortgage-Backed 
Securities

At December 31, 1993, the Company had $5,942,100,000 invested in mortgage-
backed securities.  As indicated in Note 1, the Company recognizes income on 
these securities using a constant effective yield based on anticipated 
prepayments.  With the implementation of new investment software in December  
1993, the Company was able to significantly refine its estimate of the 
effective yield on such securities to better reflect actual prepayments and 
estimates of future prepayments.  This resulted in an increase in the 
amortization of purchase discount on these securities of $58,000,000 and, 
after related amortization of deferred acquisition costs ($18,300,000) and 
income taxes ($14,300,000), increased 1993's income before cumulative effect 
of accounting change and net income by $25,500,000 or $2.55 per share.  Most 
of the effect of this change in estimate was within the Life Insurance and 
Annuities business segment.

Change in Estimate for Disability Income Reserves
 
During the fourth quarter of 1993, income before cumulative effect of 
accounting change and net income decreased by $15,500,000 or $1.55 per share 
as the result of strengthening reinsurance disability income reserves by 
$23,900,000.  The need for this reserve increase within the Reinsurance 
segment was identified as the result of management's assessment of current 
expectations for morbidity trends and the impact of lower investment income 
due to lower interest rates.
   
During the fourth quarter of 1995, the Company completed an in-depth review of 
the experience of its disability income business.  As a result of this study, 
and based on the assumption that recent experience will continue in the 
future, income before cumulative effect of accounting change and net income 
decreased by $33,500,000 or $3.35 per share ($51,500,000 pre-tax) as a result 
of strengthening disability income reserves by $15,200,000 and writing-off 
deferred acquisition costs of $36,300,000 in the Reinsurance segment.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments

The major categories of net investment income are as follows:
<TABLE> 
<CAPTION> 
                                                    Year ended December 31
                                                  1995       1994       1993
                                                        (in millions)
<S>                                            <C>        <C>        <C> 
  Fixed maturity securities                    $1,549.4   $1,357.4   $1,497.6
  Equity securities                                 8.9        7.4        4.3
  Mortgage loans on real estate                   268.3      271.3      294.2
  Real estate                                     110.0       97.8       75.2
  Policy loans                                     35.4       32.7       36.0
  Invested cash                                    55.4       46.4       24.8
  Other investments                                15.8        7.3        8.0
  Investment revenue                            2,043.2    1,820.3    1,940.1
  Investment expenses                             143.6      146.3      116.6
  Net investment income                        $1,899.6   $1,674.0   $1,823.5
</TABLE> 

The realized gain (loss) on investments is as follows:
    
<TABLE> 
<CAPTION> 
                                                     Year ended December 31
                                                   1995       1994       1993
                                                          (in millions)
<S>                                              <C>       <C>        <C>    
  Fixed maturity securities available-for-sale:
    Gross gain                                    $239.6    $  69.6    $ 91.1
    Gross loss                                     (87.8)    (294.1)     (8.4)
  Equity securities available-for-sale:
    Gross gain                                      82.3       50.2      88.3
    Gross loss                                     (31.3)     (50.5)    (33.7)
  Fixed maturity securities held for investment:
    Gross gain                                        --         --     209.9
    Gross loss                                        --         --     (69.5)
  Other investments                                 42.2        5.1    (161.8)
  Related restoration or amortization
    of deferred acquisition costs and
    provision for policyholder
    commitments                                   (108.8)      81.2     (23.7)
  Total                                           $136.2    $(138.5)   $ 92.2
</TABLE> 
     
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

Provisions (credits) for write-downs and net changes in provisions for losses, 
which are included in realized gain (loss) on investments shown above, are as 
follows:

<TABLE> 
<CAPTION> 
                                                     Year ended December 31
                                                     1995     1994     1993
                                                          (in millions)
<S>                                                 <C>      <C>     <C> 
  Fixed maturity securities                         $10.4    $14.2   $ 55.6
  Equity securities                                   3.3      6.8       --
  Mortgage loans on real estate                      14.7     19.5    136.7
  Real estate                                        (7.2)    13.0     21.8
  Other long-term investments                        (1.5)      .3      3.9
  Guarantees                                         (2.2)     4.3      1.7
  Total                                             $17.5    $58.1   $219.7
</TABLE>

The change in unrealized appreciation (depreciation) on investments in fixed 
maturity and equity securities is as follows:

<TABLE> 
<CAPTION> 
                                                 Year ended December 31
                                              1995        1994        1993
                                                     (in millions)
<S>                                        <C>        <C>          <C> 
  Fixed maturity securities 
    available-for-sale                     $2,063.7   $(1,903.7)   $1,387.1
  Equity securities available-for-sale         78.1       (26.0)        9.2
  Fixed maturity securities 
    held for investment                          --          --      (959.7)
  Total                                    $2,141.8   $(1,929.7)   $  436.6
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

The cost, gross unrealized gain and loss and fair value of securities 
available-for-sale are as follows:

<TABLE> 
<CAPTION> 
                                                    December 31, 1995
                                                    Gross Unrealized   Fair
                                            Cost      Gain     Loss    Value
                                                      (in millions)
<S>                                      <C>        <C>       <C>    <C> 
  Corporate bonds                        $12,412.1  $1,141.0  $28.7  $13,524.4
  U.S. Government bonds                      569.6      83.9     .1      653.4
  Foreign governments bonds                  927.9      70.3     .6      997.6
  Mortgage-backed securities:
    Mortgage pass-through securities       1,072.5      41.0    3.2    1,110.3
    Collateralized mortgage obligations    3,816.3     262.5    7.4    4,071.4
    Other mortgage-backed securities           2.8        .3     --        3.1
  State and municipal bonds                   12.3        .1     --       12.4
  Redeemable preferred stocks                 39.3       2.9     --       42.2
  Total fixed maturity securities         18,852.8   1,602.0   40.0   20,414.8
  Equity securities                          480.3     123.6    5.5      598.4
  Total                                  $19,333.1  $1,725.6  $45.5  $21,013.2
</TABLE> 
    
<TABLE> 
<CAPTION> 
                                                    December 31, 1994
                                                    Gross Unrealized   Fair
                                            Cost      Gain     Loss    Value
                                                      (in millions)
<S>                                      <C>        <C>      <C>     <C> 
  Corporate bonds                        $11,519.3  $143.3   $514.4  $11,148.2
  U.S. Government bonds                    1,048.4     6.9     25.5    1,029.8
  Foreign governments bonds                  541.2     4.7     12.5      533.4
  Mortgage-backed securities:
    Mortgage pass-through securities       1,176.8     3.0     44.1    1,135.7
    Collateralized mortgage obligations    3,835.5    85.8    148.6    3,772.7
    Other mortgage-backed securities           5.0      .1       .1        5.0
  State and municipal bonds                   16.3      .4       --       16.7
  Redeemable preferred stocks                 51.4      .2       .9       50.7
  Total fixed maturity securities         18,193.9   244.4    746.1   17,692.2
  Equity securities                          416.3    56.4     16.4      456.3
  Total                                  $18,610.2  $300.8   $762.5  $18,148.5
</TABLE> 
     
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

Future maturities of fixed maturity securities available-for-sale are as 
follows:

<TABLE> 
<CAPTION> 
                                                           December 31, 1995
                                                                       Fair
                                                           Cost       Value
                                                             (in millions)
<S>                                                     <C>         <C> 
  Due in one year or less                               $   278.4   $   282.6
  Due after one year through five years                   2,955.7     3,102.1
  Due after five years through ten years                  4,918.2     5,265.9
  Due after ten years                                     5,808.9     6,579.4
  Subtotal                                               13,961.2    15,230.0
  Mortgage-backed securities                              4,891.6     5,184.8
  Total                                                 $18,852.8   $20,414.8
</TABLE> 

The foregoing data is based on stated maturities.  Actual maturities will 
differ in some cases because borrowers may have the right to call or pre-pay 
obligations. 

At December 31, 1995, the current par, amortized cost and estimated fair value 
of investments in mortgage-backed securities summarized by interest rates of 
the underlying collateral are as follows:

<TABLE> 
<CAPTION> 
                                                      December 31, 1995
                                                Current                 Fair
                                                  Par       Cost       Value
                                                        (in millions)
<S>                                            <C>        <C>        <C> 
  Below 7%                                     $  292.6   $  290.5   $  293.6
  7%-8%                                         1,302.8    1,276.9    1,318.2
  8%-9%                                         1,607.0    1,564.7    1,669.8
  Above 9%                                      1,810.5    1,759.5    1,903.2
  Total                                        $5,012.9   $4,891.6   $5,184.8
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

The quality ratings of fixed maturity securities available-for-sale are as 
follows:
<TABLE> 
<CAPTION> 
                                                  December 31, 1995
  <S>                                             <C>         
  Treasuries and AAA                                     34.1%
  AA                                                      8.0
  A                                                      25.9
  BBB                                                    24.5
  BB                                                      3.9
  Less than BB                                            3.6
                                                        100.0%
</TABLE> 
Mortgage loans on real estate are considered impaired when, based on current 
information and events, it is probable that the Company will be unable to 
collect all amounts due according to the contractual terms of the loan 
agreement.  When the Company determines that a loan is impaired, a provision 
for loss is established for the difference between the carrying value of the 
mortgage loan and the estimated value.  Estimated value is based on either the 
present value of expected future cash flows discounted at the loan's effective 
interest rate, the loan's observable market price or the fair value of the 
collateral.  The provision for losses is reported as realized gain (loss) on 
investments.  Mortgage loans deemed to be uncollectible are charged against 
the provision for losses and subsequent recoveries, if any, are credited to 
the provision for losses.

The provision for losses is maintained at a level believed adequate by 
management to absorb estimated probable credit losses.  Management's periodic 
evaluation of the adequacy of the provision for losses is based on the 
Company's past loan loss experience, known and inherent risks in the 
portfolio, adverse situations that may affect the borrower's ability to repay 
(including the timing of future payments), the estimated value of the 
underlying collateral, composition of the loan portfolio, current economic 
conditions and other relevant factors.  This evaluation is inherently 
subjective as it requires estimating the amounts and timing of future cash 
flows expected to be received on impaired loans that may be susceptible to 
significant change.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

Impaired loans along with the related allowance for losses are as follows:
<TABLE> 
<CAPTION> 
                                                               December 31
                                                             1995      1994
                                                              (in millions)
  <S>                                                       <C>       <C>  
  Impaired loans with allowance for losses                  $144.7    $246.0
  Allowance for losses                                       (28.5)    (56.6)
  Impaired loans with no allowance for losses                  2.1       2.2
  Net impaired loans                                        $118.3    $191.6
</TABLE> 
Impaired loans with no allowance for losses are a result of direct write-downs 
or for collateral dependent loans where the fair value of the collateral is 
greater than the recorded investment in such loans.

A reconciliation of the mortgage loan allowance for losses for these impaired 
mortgage loans is as follows:
<TABLE> 
<CAPTION> 
                                                      Year ended December 31
                                                      1995     1994     1993
                                                           (in millions)
<S>                                                   <C>     <C>      <C>    
Balance at beginning of year                          $56.6   $220.7   $129.1
Provisions for losses                                  14.7     19.5     79.5
Provision for adoption of FAS 114                        --       --     57.2
Releases due to write-downs                           (12.0)      --       --
Releases due to sales                                 (15.9)  (164.7)   (12.2)
Releases due to foreclosures                          (14.9)   (18.9)   (32.9)
Balance at end of year                                $28.5   $ 56.6   $220.7
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

The average recorded investment in impaired loans and the interest income 
recognized on impaired loans were as follows:
<TABLE> 
<CAPTION> 
                                                      Year ended December 31
                                                      1995     1994     1993
                                                            (in millions)
  <S>                                                <C>      <C>      <C>  
  Average recorded investment in impaired loans      $181.7   $467.5   $703.6
  Interest income recognized on impaired loans         16.6     36.1     47.3
</TABLE> 
All interest income on impaired loans was recognized on the cash basis of 
income recognition.

As of December 31, 1995 and 1994, the Company had restructured loans of 
$62,500,000 and $36,200,000, respectively.  The Company recorded $6,300,000 
and $800,000 interest income on these restructured loans in 1995 and 1994, 
respectively.  Interest income in the amount of $6,600,000 and $3,900,000 
would have been recorded on these loans according to their original terms in 
1995 and 1994, respectively.  As of December 31, 1995 and 1994, the Company 
had no outstanding commitments to lend funds on restructured loans.

As of December 31, 1995, the Company's investment commitments for fixed 
maturity securities (primarily private placements), mortgage loans on real 
estate and real estate were $543,100,000.

Fixed maturity securities available-for-sale, mortgage loans on real estate 
and real estate with a combined carrying value at December 31, 1995 of 
$1,300,000 were non-income producing for the year ended December 31, 1995.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

The cost information for mortgage loans on real estate, real estate and other 
long-term investments are net of allowances for losses.  The balance sheet 
account for other liabilities includes a reserve for guarantees of third-party 
debt.  The amount of allowances and a reserve for such items is as follows:
<TABLE> 
<CAPTION> 
                                                                December 31
                                                               1995     1994
                                                               (in millions)
  <S>                                                         <C>      <C>  
  Mortgage loans on real estate                               $28.5    $56.6
  Real estate                                                  46.6     65.2
  Other long-term investments                                  11.8     13.5
</TABLE> 
Details underlying the balance sheet caption "Net Unrealized Gain (Loss) on 
Securities Available-for-Sale," are as follows:
<TABLE> 
<CAPTION> 
                                                             December 31
                                                          1995        1994
                                                            (in millions)
  <S>                                                  <C>         <C>  
  Fair value of securities available-for-sale          $21,013.2   $18,148.5
  Cost of securities available-for-sale                 19,333.1    18,610.2
  Unrealized gain (loss)                                 1,680.1      (461.7)
  Adjustments to deferred acquisition costs               (492.1)      158.2
  Amounts required to satisfy
    policyholder commitments                              (510.1)        8.6
  Deferred income credits (taxes)                         (234.6)      105.9
  Valuation allowance for deferred tax assets                 --      (135.6)
  Net unrealized gain (loss) on
    securities available-for-sale                      $   443.3   $  (324.6)
</TABLE> 
Adjustments to deferred acquisition costs and amounts required to satisfy 
policyholder commitments are netted against the Deferred Acquisition Costs 
asset account and included with the Future Policy Benefits, Claims and Claims 
Expense liability account on the balance sheet, respectively.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

4. Federal Income Taxes

The Federal income tax expense (benefit) before cumulative effect of 
accounting change is as follows:
<TABLE> 
<CAPTION> 
                                                     Year ended December 31
                                                    1995      1994     1993
                                                           (in millions)
  <S>                                              <C>      <C>       <C>  
  Current                                          $172.5   $(93.4)   $261.3
  Deferred                                          (45.0)   133.8    (118.8)
  Total                                            $127.5   $ 40.4    $142.5
</TABLE> 
Cash paid for Federal income taxes in 1995, 1994 and 1993 was $27,500,000, 
$41,400,000 and $272,600,000, respectively.  The cash paid in 1995 is net of a 
$146,900,000 cash refund related to the carryback of 1994 capital losses to 
prior years.

The effective tax rate on pre-tax income before cumulative effect of 
accounting change is lower than the prevailing corporate Federal income tax 
rate.  A reconciliation of this difference is as follows:  
<TABLE> 
<CAPTION>  
                                                     Year ended December 31
                                                    1995      1994     1993
                                                           (in millions)
   <S>                                             <C>       <C>      <C>   
  Tax rate times pre-tax income                    $157.3    $91.1    $117.5
  Effect of:
    Tax-exempt investment income                    (22.0)   (21.5)    (16.2)
    Participating policyholders' share                5.4      3.4       4.1
    Loss (gain) on sale of affiliates                  --    (24.1)     34.5
    Other items                                     (13.2)    (8.5)      2.6
  Provision for income taxes                       $127.5    $40.4    $142.5

  Effective tax rate                                 28.4%    15.5%     42.5%
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

4. Federal Income Taxes (continued)

The Federal income tax recoverable (liability) is as follows:
<TABLE> 
<CAPTION> 
                                                              December 31
                                                            1995       1994
                                                              (in millions)
  <S>                                                     <C>         <C> 
  Current                                                 $ (25.0)    $118.2
  Deferred                                                 (141.4)      16.3
  Total                                                   $(166.4)    $134.5
</TABLE> 
Significant components of the Company's net deferred tax asset (liability) are 
as follows:
<TABLE> 
<CAPTION> 
                                                              December 31
                                                            1995       1994
                                                              (in millions)
  <S>                                                      <C>        <C> 
  Deferred tax assets:
    Policy liabilities and accruals 
      and contractholder funds                             $ 694.5    $430.9
    Loss on investments                                         --      16.8
    Net unrealized loss on 
      securities available-for-sale                             --     161.6
    Postretirement benefits other than pensions               25.3      24.2
    Other                                                     39.5      34.6
  Total deferred tax assets                                  759.3     668.1
  Valuation allowance for deferred tax assets                   --    (135.6)
  Net deferred tax assets                                    759.3     532.5

  Deferred tax liabilities:
    Deferred acquisition costs                               218.8     475.5
    Net unrealized gain on 
      securities available-for-sale                          579.6        --
    Gain on investments                                        7.7        --
    Other                                                     94.6      40.7
  Total deferred tax liabilities                             900.7     516.2
  Net deferred tax (liability) asset                       $(141.4)   $ 16.3
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

4. Federal Income Taxes (continued)

The Company is required to establish a "valuation allowance" for any portion 
of its deferred tax assets which are unlikely to be realized.  At December 31, 
1994, $161,600,000 of deferred tax assets relating to net unrealized capital 
losses on fixed maturity and equity securities available-for-sale were 
available to be recorded in shareholder's equity before considering a 
valuation allowance.  For Federal income tax purposes, capital losses may only 
be used to offset capital gains in the current year or during a three year 
carryback and five year carryforward period.  Due to these restrictions, and 
the uncertainty at that time of future capital gains, these deferred tax 
assets were substantially offset by a valuation allowance of $135,600,000.  By 
December 31, 1995, the fair values of fixed maturity and equity securities 
available-for-sale were greater than the cost basis resulting in unrealized 
capital gains.  Accordingly, no valuation allowance was established as of 
December 31, 1995 since management believes it is more likely than not that 
the Company will realize the benefit of its deferred tax assets.

Prior to 1984, a portion of the life companies' current income was not subject 
to current income tax, but was accumulated for income tax purposes in a 
memorandum account designated as "policyholders' surplus." The total of the 
life companies' balances in their respective "policyholders' surplus" accounts 
at December 31, 1983 of $204,800,000 was "frozen" by the Tax Reform Act of 
1984 and, accordingly, there have been no additions to the accounts after that 
date.  That portion of current income on which income taxes have been paid 
will continue to be accumulated in a memorandum account designated as 
"shareholder surplus," and is available for dividends to the shareholder 
without additional payment of tax.  The December 31, 1995 total of the life 
companies' account balances for their "shareholder surplus" was 
$1,554,000,000.  Should dividends to the shareholder for each life company 
exceed its respective "shareholder surplus," amounts would need to be 
transferred from its respective "policyholders' surplus" and would be subject 
to Federal income tax at that time.  In connection with the 1993 sale of a 
life insurance affiliate (see Note 10), $8,800,000 was transferred from 
policyholders' surplus to shareholder surplus and current income tax of 
$3,100,000 was paid.  Under existing or foreseeable circumstances, the Company 
neither expects nor intends that distributions will be made from the remaining 
balance in "policyholders' surplus" of $196,000,000 that will result in any 
such tax.  Accordingly, no provision for deferred income taxes has been 
provided by the Company on its "policyholders' surplus" account.  In the event 
that such excess distributions are made, it is estimated that income taxes of 
approximately $68,600,000 would be due.

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

5. Supplemental Financial Data

The balance sheet captions, "Real Estate," "Other Investments" and "Property 
and Equipment," are shown net of allowances for depreciation as follows: 

<TABLE> 
<CAPTION> 
                                                               December 31
                                                             1995      1994
                                                              (in millions)
<S>                                                         <C>       <C> 
  Real estate                                               $ 51.6    $ 37.0
  Other investments                                           14.6      12.2
  Property and equipment                                     100.7     104.7
</TABLE> 

Details underlying the balance sheet caption, "Contractholder Funds," are as 
follows: 

<TABLE>
<CAPTION> 
                                                            December 31
                                                          1995        1994
                                                           (in millions)
<S>                                                    <C>         <C> 
  Premium deposit funds                                $17,886.9   $16,770.3
  Undistributed earnings on participating business          91.9        63.6
  Other                                                    193.0       194.7
  Total                                                $18,171.8   $17,028.6
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

5. Supplemental Financial Data (continued)

Details underlying the balance sheet captions, "Short-term and Long-term 
Debt," are as follows:

<TABLE> 
<CAPTION> 
                                                               December 31
                                                             1995      1994
                                                              (in millions)
<S>                                                         <C>       <C> 
  Short-term debt:
    Short-term notes                                        $123.5    $150.8
    Current portion of long-term debt                          1.3       2.9
  Total short-term debt                                     $124.8    $153.7

  Long-term debt less current portion:
    7% mortgage note payable, due 1996                      $   --    $  4.9
    9.48% mortgage note payable, due 1996                       --       7.7
    12% mortgage note payable, due 1996                         --        .2
    8.42% mortgage note payable, due 1997                      7.0       7.2
    8.25% mortgage note payable, due 1997                     10.1      10.2
    8% mortgage note payable, due 1997                         2.1        --
    8.75% mortgage note payable, due 1998                     18.4      18.8
    9.75% mortgage note payable, due 2002                      3.2       5.8
  Total long-term debt                                      $ 40.8    $ 54.8
</TABLE> 

Future maturities of long-term debt are as follows (in millions):

      1996 -- $ 1.3    1998 -- $18.4    2000       -- $ --
      1997 --  19.2    1999 --    --    Thereafter --  3.2

Cash paid for interest for 1995, 1994 and 1993 was $67,000, $615,000 and 
$96,000, respectively.

Reinsurance transactions included in the income statement caption, "Insurance 
Premiums," are as follows:

<TABLE> 
<CAPTION> 
                                                      Year ended December 31
                                                      1995     1994     1993
                                                           (in millions)
<S>                                                  <C>      <C>      <C> 
  Insurance assumed                                  $777.6   $910.8   $807.5
  Insurance ceded                                     441.7    716.7    568.6
  Net reinsurance premiums                           $335.9   $194.1   $238.9
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

5. Supplemental Financial Data (continued)

The income statement caption, "Benefits and Settlement Expenses," is net of 
reinsurance recoveries of $456,000, $524,000 and $438,000 for the years ended 
December 31, 1995, 1994 and 1993, respectively.

The income statement caption, "Underwriting, Acquisition, Insurance and Other 
Expenses," includes amortization of deferred acquisition costs of 
$399,700,000, $115,200,000 and $241,000,000 for the years ended December 31, 
1995, 1994 and 1993, respectively.  An additional $(85,200,000), $81,200,000 
and ($23,700,000) of deferred acquisition costs was restored (amortized) and 
netted against "Realized Gain (Loss) on Investments" for the years ended 
December 31, 1995, 1994 and 1993, respectively.

6. Employee Benefit Plans

Pension Plans

LNC maintains funded defined benefit pension plans for most of its employees 
and, prior to January 1, 1995, full-time agents.  The benefits for employees 
are based on total years of service and the highest 60 months of compensation 
during the last 10 years of employment.  The benefits for agents were based on 
a percentage of each agent's yearly earnings.  The plans are funded by 
contributions to tax-exempt trusts.  The Company's funding policy is 
consistent with the funding requirements of Federal laws and regulations.  
Contributions are intended to provide not only the benefits attributed to 
service to date, but also those expected to be earned in the future.  Plan 
assets consist principally of listed equity securities and corporate 
obligations and government bonds.

All benefits applicable to the funded defined benefit plan for agents were 
frozen as of December 31, 1994.  The curtailment of this plan did not have a 
significant effect on net pension cost for 1994.  Effective January 1, 1995, 
pension benefits for agents have been provided by a new defined contribution 
plan.  Contributions to this plan will be based on 2.3% of an agent's earnings 
up to the social security wage base and 4.6% of any excess.

LNC also administers two types of unfunded, nonqualified, defined benefit 
plans for certain employees and agents.  A supplemental retirement plan 
provides defined benefit pension benefits in excess of limits imposed by 
Federal tax law.  A salary continuation plan provides certain officers of the 
Company defined pension benefits based on years of service and final monthly 
salary upon death or retirement. 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

6. Employee Benefit Plans (continued)

The status of the funded defined benefit pension plans and the amounts 
recognized on the balance sheets are as follows:

<TABLE> 
<CAPTION> 
                                                              December 31
                                                            1995       1994
                                                             (in millions)
<S>                                                       <C>        <C> 
  Actuarial present value of benefit obligation: 
    Vested benefits                                       $(162.1)   $(130.5)
    Nonvested benefits                                       (9.2)      (7.3)
  Accumulated benefit obligation                           (171.3)    (137.8)
  Effect of projected future compensation increases         (37.2)     (24.3)
  Projected benefit obligation                             (208.5)    (162.1)
  Plan assets at fair value                                 196.4      159.3
  Projected benefit obligations in
    excess of plan assets                                   (12.1)      (2.8)
  Unrecognized net loss (gain)                               12.6        (.5)
  Unrecognized prior service cost                             1.2        1.1
  Prepaid (accrued) pension cost 
    included in other liabilities                         $   1.7    $  (2.2)
</TABLE> 

The status of the unfunded defined benefit pension plans and the amounts 
recognized on the balance sheets are as follows: 

<TABLE> 
<CAPTION> 
                                                                December 31
                                                               1995      1994
                                                               (in millions)
<S>                                                           <C>       <C> 
  Actuarial present value of benefit obligation: 
    Vested benefits                                           $(7.0)    $(5.4)
    Nonvested benefits                                         (1.5)     (1.0)
  Accumulated benefit obligation                               (8.5)     (6.4)
  Effect of projected future compensation increases            (2.4)     (2.5)
  Projected benefit obligation                                (10.9)     (8.9)
  Unrecognized transition obligation                             --        --
  Unrecognized net loss (gain)                                  1.0       (.3)
  Unrecognized prior service cost                                .8        .8
  Accrued pension costs included in other liabilities         $(9.1)    $(8.4)
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

6. Employee Benefit Plans (continued)

The determination of the projected benefits obligation for the defined benefit 
plans was based on the following assumptions:
<TABLE> 
<CAPTION> 
                                                        1995    1994    1993
  <S>                                                   <C>     <C>     <C>  
  Weighted-average discount rate                         7.0%    8.0%    7.0%
  Rate of increase in compensation:
    Salary continuation plan                             6.0     6.5     6.0
    All other plans                                      5.0     5.0     5.0
  Expected long-term rate of return on plan assets       9.0     9.0     9.0
</TABLE> 
The components of net pension cost for the defined benefit pension plans are 
as follows:
<TABLE> 
<CAPTION> 
                                                       Year ended December 31
                                                        1995    1994    1993
                                                            (in millions)
   <S>                                                 <C>     <C>     <C> 
  Service cost-benefits earned during the year         $ 5.0   $ 8.9   $ 8.5
  Interest cost on projected benefit obligation         13.2    12.9    12.4
  Actual return on plan assets                         (36.3)    4.7   (20.1)
  Net amortization (deferral)                           22.9   (18.6)    6.1
  Net pension cost                                     $ 4.8   $ 7.9   $ 6.9
</TABLE> 

401(k)

LNC and the Company sponsor contributory defined contribution plans for 
eligible employees and agents.  The Company's contributions to the plans are 
equal to each participant's pre-tax contribution, not to exceed 6% of base 
pay, multiplied by a percentage, ranging from 25% to 150%, which varies 
according to certain incentive criteria as determined by LNC's Board of 
Directors.  Expense for these plans amounted to $8,000,000, $13,200,000 and 
$11,800,000 in 1995, 1994 and 1993, respectively.  
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

6. Employee Benefit Plans (continued)

Postretirement Medical and Life Insurance Benefit Plans

LNC sponsors unfunded defined benefit plans that provide postretirement 
medical and life insurance benefits to full-time employees and agents who, 
depending on the plan, have worked for the Company 10 to 15 years and attained 
age 55 to 60.  Medical benefits are also available to spouses and other 
dependents of employees and agents.  For medical benefits, limited 
contributions are required from individuals retired prior to November 1, 1988; 
contributions for later retirees, which can be adjusted annually, are based on 
such items as years of service at retirement and age at retirement.  The life 
insurance benefits are noncontributory, although participants can elect 
supplemental contributory benefits.

The status of the postretirement medical and life insurance benefit plans and 
the amounts recognized on the balance sheets are as follows:

<TABLE> 
<CAPTION> 
                                                               December 31
                                                             1995       1994
                                                              (in millions)
 <S>                                                       <C>        <C>  
  Accumulated postretirement benefit obligation:
    Retirees                                               $(39.8)    $(34.9)
    Fully eligible active plan participants                  (9.9)      (7.0)
    Other active plan participants                          (20.8)     (15.0)
  Accumulated postretirement benefit obligation             (70.5)     (56.9)
  Unrecognized net gain                                       (.8)      (5.5)
  Accrued plan cost included in other liabilities          $(71.3)    $(62.4)
</TABLE> 
The components of periodic postretirement benefit cost are as follows:
<TABLE> 
<CAPTION> 
                                                       Year ended December 31
                                                        1995    1994    1993
                                                            (in millions)
  <S>                                                   <C>     <C>     <C>    
  Service cost                                          $1.5    $1.7    $2.6
  Interest cost                                          4.4     4.2     4.6
  Amortization cost (credit)                             (.8)     .1      --
  Net periodic postretirement benefit cost              $5.1    $6.0    $7.2
</TABLE> 
<PAGE>
  
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

6. Employee Benefit Plans (continued)

The calculation of the accumulated postretirement benefit obligation assumes a 
weighted-average annual rate of increase in the per capita cost of covered 
benefits (i.e., health care cost trend rate) of 9.5% for 1996 gradually 
decreasing to 5.5% by 2004 and remaining at that level thereafter.  The health 
care cost trend rate assumption has a significant effect on the amounts 
reported.  For example, increasing the assumed health care cost trend rates by 
one percentage point each year would increase the accumulated postretirement 
benefit obligation as of December 1995 and 1994 by $5,100,000 and $4,100,000, 
respectively, and the aggregate of the estimated service and interest cost 
components of net periodic postretirement benefit cost for the year ended 
December 31, 1995 by $488,000.  The calculation assumes a long-term rate of 
increase in compensation of 5.0% for both December 31, 1995 and 1994.  The 
weighted-average discount rate used in determining the accumulated 
postretirement benefit obligation was 7.0% and 8.0% at December 31, 1995 and 
1994, respectively.


7. Restrictions, Commitments and Contingencies

Shareholder's Equity Restrictions

Net income as determined in accordance with statutory accounting practices for 
the Company and its insurance subsidiaries in 1995, 1994 and 1993 was 
$284,500,000, $366,700,000 and $237,000,000, respectively.  The Company's 
shareholder's equity as determined in accordance with statutory accounting 
practices at December 31, 1995 and 1994 was $1,732,900,000 and $1,679,700,000, 
respectively.

The Company is subject to certain insurance department regulatory restrictions 
as to the transfer of funds and payments of dividends to LNC.  In 1996, the 
Company can transfer up to $284,500,000 without seeking prior approval from 
the insurance regulators.


Disability Income Claims

The liability for disability income claims net of the related asset for 
amounts recoverable from reinsurers at December 31, 1995 and 1994 is a net 
liability of $602,600,000 and $441,700,000, respectively, excluding deferred 
acquisition costs.  The bulk of the increase to this liability relates to the 
assumption of a large block of disability claim reserves and related assets 
during the third quarter of 1995.  In addition, as indicated in Note 2, the 
Company strengthened its disability income reserves and wrote off certain 
related deferred acquisition costs in the fourth quarter of 1995.  The 
reserves were established on the assumption that the recent experience will 
continue in the future.  If incidence levels or claim termination rates vary 
significantly from these assumptions, further adjustments to reserves may be 
required in the future.  It is not possible to provide a meaningful estimate 
of a range of possible outcomes at this time.  The Company reviews and updates 
the level of these reserves on an on-going basis.

Compliance of Qualified Annuity Plans

Tax authorities continue to focus on compliance of qualified annuity plans 
marketed by insurance companies.  If sponsoring employers cannot demonstrate 
compliance and the insurance company is held responsible due to its marketing 
efforts, the Company and other insurers may be subject to potential liability.  
It is not possible to provide a meaningful estimate of the range of potential 
liability at this time.  Management continues to monitor this matter and to 
take steps to minimize any potential liability.

Group Pension Annuities

The liabilities for guaranteed interest and group pension annuity contracts, 
which are no longer being sold, are supported by a single portfolio of assets 
which attempts to match the duration of these liabilities.  Due to the very 
long-term nature of group pension annuities and the resulting inability to 
exactly match cash flows, a risk exists that future cash flows from 
investments will not be reinvested at rates as high as currently earned by the 
portfolio.  This situation could cause losses which would be recognized at 
some future time.

Leases 
   
The Company and certain of its subsidiaries lease their home office properties 
through sale-leaseback agreements.  The agreements provide for a 25 year lease 
period with options to renew for six additional terms of five years each.  The 
agreements also provide the Company with the right of first refusal to 
purchase the properties during the term of the lease, including renewal 
periods, at a price as defined in the agreements.  In addition, the Company 
has the option to purchase the leased properties at fair market value as 
defined in the agreements on the last day of the initial 25 year lease period 
ending in 2009 or the last day of any of the renewal periods.  
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Total rental expense under operating leases in 1995, 1994 and 1993 was 
$24,400,000, $21,700,000 and $27,100,000.  Future minimum rental commitments 
are as follows (in millions):
<TABLE> 
<CAPTION> 
  <S>                                                            <C> 
  1996                                                           $ 20.9
  1997                                                             19.5
  1998                                                             18.3
  1999                                                             18.3
  2000                                                             17.7
  Thereafter                                                      172.4
  Total                                                          $267.1
</TABLE> 
Insurance Ceded and Assumed

The Company cedes insurance to other companies, including certain affiliates.  
The portion of risks exceeding each companys retention limit is reinsured 
with other insurers.  The Company seeks reinsurance coverage within the 
business segment that sells life insurance that limits its liabilities on an 
individual insured to $3,000,000.  To cover products other than life 
insurance, the Company acquires other insurance coverages with retentions and 
limits which management believes are appropriate for the circumstances.  The 
accompanying financial statements reflect premiums, benefits and settlement 
expenses and deferred acquisition costs, net of insurance ceded (see Note 5).  
The Company and its subsidiaries remain liable if their reinsurers are unable 
to meet their contractual obligations under the applicable reinsurance 
agreements.

The Company assumes insurance from other companies, including certain 
affiliates.  At December 31, 1995, the Company has provided $92,700,000 of 
statutory surplus relief to other insurance companies under reinsurance 
transactions.  Generally, such amounts are offset by corresponding receivables 
from the ceding company, which are secured by future profits on the reinsured 
business.  However, the Company is subject to the risk that the ceding company 
may become insolvent and the right of offset would not be permitted.  
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Vulnerability from Concentrations

At December 31, 1995, the Company did not have a material concentration of 
financial instruments in a single investee, industry or geographic location.  
Also at December 31, 1995, the Company did not have a concentration of 1) 
business transactions with a particular customer, lender or distributor, 2) 
revenues from a particular product of service, 3) sources of supply of labor 
or services used in the business or 4) a market or geographic area in which 
business is conducted that makes it vulnerable to an event that is at least 
reasonably possible to occur in the near term and which could cause a serve 
impact to the Company's financial condition.
   
Other Contingency Matters
 
The Company and its subsidiaries are involved in various pending or threatened 
legal proceedings arising from the conduct of their business.  In some 
instances, these proceedings include claims for punitive damages and similar 
types of relief in unspecified or substantial amounts, in addition to amounts 
for alleged contractual liability or requests for equitable relief.  After 
consultation with counsel and a review of available facts, it is management's 
opinion that these proceedings ultimately will be resolved without materially 
affecting the consolidated financial statements of the Company.
 
The number of insurance companies that are under regulatory supervision has 
resulted, and is expected to continue to result, in assessments by state 
guaranty funds to cover losses to policyholders of insolvent or rehabilitated 
companies.  Mandatory assessments may be partially recovered through a 
reduction in future premium taxes in some states.  The Company has accrued for 
expected assessments net of estimated future premium tax deductions.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Guarantees

The Company has guarantees with off-balance-sheet risks whose contractual 
amounts represent credit exposure.  Outstanding guarantees with off-balance-
sheet risks, shown in notional or contract amounts, are as follows:
<TABLE> 
<CAPTION> 
                                                               Notional or
                                                            Contract Amounts
                                                               December 31
                                                              1995    1994
                                                              (in millions)
  <S>                                                        <C>     <C> 
  Real estate partnerships                                   $ 3.3   $17.6
  Mortgage loan pass-through certificates                     63.6    78.2
  Total                                                      $66.9   $95.8
</TABLE> 
The Company has invested in real estate partnerships that use conventional 
mortgage loans.  In some cases, the terms of these arrangements involve 
guarantees by each of the partners to indemnify the mortgagor in the event a 
partner is unable to pay its principal and interest payments.  In addition, 
the Company has sold commercial mortgage loans through grantor trusts which  
issued pass-through certificates.  The Company has agreed to repurchase any  
mortgage loans which remain delinquent for 90 days at a repurchase price 
substantially equal to the outstanding principal balance plus accrued interest 
thereon to the date of repurchase.  It is management's opinion that the value 
of the properties underlying these commitments is sufficient that in the event 
of default the impact would not be material to the Company.  Accordingly, both 
the carrying value and fair value of these guarantees is zero at December 31, 
1995 and 1994.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Derivatives

The Company has derivatives with off-balance-sheet risks whose notional or 
contract amounts exceed the credit exposure.  The Company has entered into 
derivative transactions to reduce its exposure to fluctuations in interest 
rates, the widening of bond yield spreads over comparable maturity U.S. 
Government obligations and foreign exchange risks.  In addition, the Company 
is subject to the risks associated with changes in the value of its 
derivatives; however, such changes in the value generally are offset by 
changes in the value of the items being hedged by such contracts.  Outstanding 
derivatives with off-balance-sheet risks, shown in notional or contract 
amounts along with their carrying value and estimated fair values, are as 
follows:
<TABLE> 
<CAPTION> 
                                                   Assets (Liabilities)
                                Notional or   Carrying Fair  Carrying Fair
                              Contract Amounts  Value Value   Value  Value
                                December 31     December 31    December 31
                               1995     1994     1995  1995    1994   1994
                                              (in millions)
<S>                         <C>       <C>        <C>    <C>    <C>    <C>     
Interest rate derivatives:
  Interest rate
    cap agreements          $5,110.0  $4,400.0   $22.7  $5.3   $23.3  $34.4
  Spread-lock 
   agreements                  600.0   1,300.0     (.9)  (.9)    3.2    3.2
  Financial
    futures contracts             --     382.5      --    --    (7.5)  (7.5)
  Interest rate swaps            5.0       5.0      .2    .2      .2     .2
                             5,715.0   6,087.5    22.0   4.6    19.2   30.3
  Foreign currency
    derivatives:
      Foreign exchange
        forward contracts       15.7      21.2     (.6)  (.6)     .2     .2
      Foreign currency
        options                 99.2        --     1.9   1.4      --     --
      Foreign currency
        swaps                   15.0        --      .4    .4      --     --
                               129.9      21.2     1.7   1.2      .2     .2
                            $5,844.9  $6,108.7   $23.7  $5.8   $19.4  $30.5
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

A reconciliation and discussion of the notional or contract amounts for the 
significant programs using derivative agreements and contracts is as follows:
<TABLE> 
<CAPTION> 
                                     Interest Rate Caps      Spread Locks
                                        December 31          December 31
                                      1995      1994       1995       1994
                                                   (in millions)
  <S>                              <C>        <C>        <C>        <C> 
  Balance at beginning of year     $4,400.0   $3,800.0   $1,300.0   $1,700.0
  New contracts                       710.0      600.0      800.0         --
  Terminations and maturities            --         --   (1,500.0)    (400.0)
  Balance at end of year           $5,110.0   $4,400.0   $  600.0   $1,300.0
</TABLE> 
<TABLE> 
<CAPTION> 
                                                 Financial Futures
                                          Contracts             Options
                                       1995       1994       1995      1994
                                                  (in millions)
  <S>                               <C>         <C>         <C>       <C>    
  Balance at beginning of year      $  382.5    $   33.1    $   --    $   --
  New contracts                        810.5     1,087.7     181.6     308.0
  Terminations and maturities       (1,193.0)     (738.3)   (181.6)   (308.0)
  Balance at end of year            $     --    $  382.5    $   --    $   --
</TABLE> 
<TABLE> 
<CAPTION> 
                                              Foreign Currency Derivatives
                                            Foreign
                                            Exchange       Foreign   Foreign
                                            Forward       Currency   Currency
                                           Contracts       Options     Swaps
                                         1995    1994    1995  1994 1995  1994
                                                      (in millions)
  <S>                                   <C>     <C>    <C>     <C>  <C>    <C>  
  Balance at beginning of year          $ 21.2  $  --  $   --  $--  $  --  $--
  New contracts                          131.2   38.5   356.6   --   15.0   --
  Terminations and maturities           (136.7) (17.3) (257.4)  --     --   --
  Balance at end of year                $ 15.7  $21.2  $ 99.2  $--  $15.0  $--
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Interest Rate Caps

The interest rate cap agreements, which expire in 1997 through 2003, entitle 
the Company to receive payments from the counterparties on specified future 
reset dates, contingent on future interest rates.  For each cap, the amount of 
such quarterly payments, if any, is determined by the excess of a market 
interest rate over a specified cap rate times the notional amount divided by 
four.  The purpose of the Company's interest rate cap agreement program is to 
protect its annuity line of business from the effect of fluctuating interest 
rates.  The premium paid for the interest rate caps is included in other 
assets ($22,700,000 and $23,400,000 as of December 31, 1995 and 1994, 
respectively) and is being amortized over the terms of the agreements and is 
included in net investment income.

Spread Locks

Spread-lock agreements in effect at December 31, 1995 all expire in 2005.  
Spread-lock agreements provide for a lump sum payment to or by the Company 
depending on whether the spread between the swap rate and a specified U.S. 
Treasury note is larger or smaller than a contractually specified spread.  
Cash payments are based on the product of the notional amount, the spread 
between the swap rate and the yield of an equivalent maturity U.S. Treasury 
security and the price sensitivity of the swap at that time, expressed in 
dollars per basis point.  The purpose of the Company's spread-lock program is 
to protect a portion of its fixed maturity securities against widening of 
spreads.

Financial Futures

The Company uses exchange-traded financial futures contracts and options on 
those financial futures to hedge against interest rate risks and to manage 
duration of a portion of its fixed maturity securities.  Financial futures 
contracts obligate the Company to buy or sell a financial instrument at a 
specified future date for a specified price and may be settled in cash or 
through delivery of the financial instrument.  Cash settlements on the change 
in market values of financial futures contracts are made daily.  Options on 
financial futures give the Company the right, but not the obligation, to 
assume a long or short position in the underlying futures at a specified price 
during a specified time period.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Foreign Currency Derivatives 

The Company uses a combination of foreign exchange forward contracts, foreign 
currency options and foreign currency swaps, all of which are traded over-the-
counter, to hedge some of the foreign exchange risk of investments in fixed 
maturity securities denominated in foreign currencies.  The foreign currency 
forward contracts obligate the Company to deliver a specified amount of 
currency at a future date at a specified exchange rate.  Foreign currency 
options give the Company the right, but not the obligation, to buy or sell a 
foreign currency at a specific exchange rate during a specified time period.  
A foreign currency swap is a contractual agreement to exchange the currencies 
of two different countries pursuant to an agreement to reexchange the two 
currencies at the same rate of exchange at a specified future date.

Additional Derivative Information

Expenses for the agreements and contracts described above amounted to 
$5,600,000 and $5,400,000 in 1995 and 1994, respectively.  Deferred losses of 
$21,800,000 as of December 31, 1995, resulting from 1) terminated and expired 
spread-lock agreements, 2) financial futures contracts and 3) options on 
financial futures, are included with the related fixed maturity securities to 
which the hedge applied and are being amortized over the life of such 
securities.  

The Company is exposed to credit loss in the event of nonperformance by 
counterparties on interest rate cap agreements, spread-lock agreements, 
interest rate swaps, foreign exchange forward contracts, foreign currency 
options and foreign currency swaps, but the Company does not anticipate 
nonperformance by any of these counterparties.  The credit risk associated 
with such agreements is minimized by purchasing such agreements from financial 
institutions with long-standing, superior performance records.  The amount of 
such exposure is essentially the net replacement cost or market value for such 
agreements with each counterparty if the net market value is in the Company's 
favor.  At December 31, 1995, the exposure was $6,900,000.


8. Fair Value of Financial Instruments

The following discussion outlines the methodologies and assumptions used to 
determine the estimated fair value of the Company's financial instruments.  
Considerable judgment is required to develop these fair values and, 
accordingly, the estimates shown are not necessarily indicative of the amounts 
that would be realized in a one time, current market exchange of all of the 
Company's financial instruments.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

8. Fair Value of Financial Instruments (continued)

Fixed Maturity and Equity Securities

Fair values for fixed maturity securities are based on quoted market prices, 
where available.  For fixed maturity securities not actively traded, fair 
values are estimated using values obtained from independent pricing services 
or, in the case of private placements, are estimated by discounting expected 
future cash flows using a current market rate applicable to the coupon rate, 
credit quality and maturity of the investments.  The fair values for equity 
securities are based on quoted market prices.

Mortgage Loans on Real Estate

The estimated fair value of mortgage loans on real estate was established 
using a discounted cash flow method based on credit rating, maturity and 
future income when compared to the expected yield for mortgages having similar 
characteristics.  The rating for mortgages in good standing are based on 
property type, location, market conditions, occupancy, debt service coverage, 
loan to value, caliber of tenancy, borrower and payment record.  Fair values 
for impaired mortgage loans are measured based either on the present value of 
expected future cash flows discounted at the loan's effective interest rate, 
at the loan's market price or the fair value of the collateral if the loan is 
collateral dependent. 
 
Policy Loans
 
The estimated fair value of investments in policy loans was calculated on a 
composite discounted cash flow basis using Treasury interest rates consistent 
with the maturity durations assumed.  These durations were based on historical 
experience.
  
Other Investments and Cash and Invested Cash

The carrying value for assets classified as other investments and cash and 
invested cash in the accompanying balance sheets approximates their fair 
value.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

8. Fair Value of Financial Instruments (continued)

Investment Type Insurance Contracts

The balance sheet captions, "Future Policy Benefits, Claims and Claims 
Expenses" and "Contractholder Funds," include investment type insurance 
contracts (i.e., deposit contracts and guaranteed interest contracts).  The 
fair values for the deposit contracts and certain guaranteed interest 
contracts are based on their approximate surrender values.  The fair values 
for the remaining guaranteed interest and similar contracts are estimated 
using discounted cash flow calculations based on interest rates currently 
being offered on similar contracts with maturities consistent with those 
remaining for the contracts being valued.

The remainder of the balance sheet captions, "Future Policy Benefits, Claims 
and Claims Expenses" and "Contractholder Funds," that do not fit the 
definition of "investment type insurance contracts" are considered insurance 
contracts.  Fair value disclosures are not required for these insurance 
contracts and have not been determined by the Company.  It is the Company's 
position that the disclosure of the fair value of these insurance contracts is 
important in that readers of these financial statements could draw 
inappropriate conclusions about the Company's shareholder's equity determined 
on a fair value basis if only the fair value of assets and liabilities defined 
as financial instruments are disclosed.  The Company and other companies in 
the insurance industry are monitoring the related actions of the various rule-
making bodies and attempting to determine an appropriate methodology for 
estimating and disclosing the "fair value" of their insurance contract 
liabilities.

Short-Term and Long-Term Debt

Fair values for long-term debt issues are estimated using discounted cash flow 
analysis based on the Company's current incremental borrowing rate for similar 
types of borrowing arrangements.  For short-term debt, the carrying value 
approximates fair value.

Guarantees

The Company's guarantees include guarantees related to real estate 
partnerships and mortgage loan pass-through certificates.  Based on historical 
performance where repurchases have been negligible and the current status, 
which indicates none of the loans are delinquent, the fair value liability for 
the guarantees related to the mortgage loan pass-through certificates is 
insignificant.  Fair values for all other guarantees are based on fees that 
would be charged currently to enter into similar agreements, taking into 
consideration the remaining terms of the agreements and the counterparties' 
credit standing.

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

8. Fair Value of Financial Instruments (continued)

Derivatives

The Company's derivatives include interest rate cap agreements, spread-lock 
agreements, foreign currency exchange contracts, financial futures contracts, 
options on financial futures, interest rate swaps, foreign currency options 
and foreign currency swaps.  Fair values for these contracts are based on 
current settlement values.  The current settlement values are based on quoted 
market prices for the foreign currency exchange contracts, financial future 
contracts and options on financial futures and on brokerage quotes, which 
utilized pricing models or formulas using current assumptions, for all other 
swaps and agreements.

Investment Commitments

Fair values for commitments to make investment in fixed maturity securities 
(primarily private placements), mortgage loans on real estate and real estate 
are based on the difference between the value of the committed investments as 
of the date of the accompanying balance sheets and the commitment date, which 
would take into account changes in interest rates, the counterparties' credit 
standing and the remaining terms of the commitments.

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

8. Fair Value of Financial Instruments (continued)

The carrying values and estimated fair values of the Company's financial 
instruments are as follows:

<TABLE> 
<CAPTION> 
                                                    December 31
                                            1995                 1994
                                   Carrying     Fair     Carrying     Fair
        Assets (Liabilities)         Value      Value      Value      Value
                                                  (in millions)
<S>                                <C>        <C>        <C>        <C> 
  Fixed maturity securities        $20,414.8  $20,414.8  $17,692.2  $17,692.2
  Equity securities                    598.4      598.4      456.3      456.3
  Mortgage loans on real estate      3,147.8    3,330.5    2,795.9    2,720.6
  Policy loans                         565.3      557.4      528.7      508.1
  Other investments                    241.2      241.2      158.2      158.2
  Cash and invested cash               802.7      802.7      990.9      990.9
  Investment type 
    insurance contracts:
      Deposit contracts and
        certain guaranteed
        interest contracts         (15,390.8) (15,179.1) (14,294.7) (14,052.5)
      Remaining guaranteed 
        interest and similar
        contracts                   (2,470.9)  (2,396.5)  (2,485.5)  (2,423.9)
  Short-term debt                     (124.8)    (124.8)    (153.7)    (153.7)
  Long-term debt                       (40.8)     (36.7)     (54.8)     (57.0)
  Derivatives                           23.7        5.8       19.4       30.5
  Investment commitments                  --        (.8)        --        (.5)
</TABLE> 

As of December 31, 1995 and 1994, the carrying value of the deposit contracts 
and certain guaranteed contracts is net of deferred acquisition costs of 
$333,797,000 and $399,000,000, respectively, excluding adjustments for 
deferred acquisition costs applicable to changes in fair value of securities.  
The carrying values of these contracts are stated net of deferred acquisition 
costs in order that they be comparable with the fair value basis.


9. Segment Information 

The Company has two major business segments:  Life Insurance and Annuities and 
Reinsurance.  The Life Insurance and Annuities segment offers universal life, 
pension products and other individual coverages through a network of career 
agents, independent general agencies and insurance agencies located within a 
variety of financial institutions.  These products are sold throughout the 
United States by the Company.   Reinsurance sells reinsurance products and 
services to insurance companies, HMOs, self-funded employers and other primary 
risk accepting organizations in the U.S. and economically attractive 
international markets.  Effective in the fourth quarter of 1995, operating 
results of the direct disability income business previously included in the 
Life Insurance and Annuities segment is now included in the Reinsurance 
segment.  This direct disability income business, which is no longer being 
sold, is now managed by the Reinsurance segment along with its disability 
income business.  Prior to the sale of 100% of the ownership of its primary 
underwriter of employee life-health benefit coverages in 1994 (see Note 10), 
the Employee Life-Health Benefits segment distributed group life and health 
insurance, managed health care and other related coverages through career 
agents and independent general agencies.  Activity which is not included in 
the major business segments is shown as "Other Operations."

"Other Operations" includes operations not directly related to the business 
segments and unallocated corporate items (i.e., corporate investment income, 
interest expense on corporate debt and unallocated corporate overhead 
expenses).

The revenue, pre-tax income and assets by segment for 1993 through 1995 are as 
follows:

<TABLE> 
<CAPTION> 
                                                  Year ended December 31
                                                1995       1994       1993
                                                       (in millions)
<S>                                           <C>        <C>        <C> 
  Revenue:
    Life Insurance and Annuities              $2,569.2   $2,065.3   $2,341.9
    Reinsurance                                  751.2      660.4      610.7
    Employee Life-Health Benefits                   --      314.9    1,326.8
    Other Operations                              16.1       74.6      (28.8)
    Total                                     $3,336.5   $3,115.2   $4,250.6
  Income (loss) before income taxes and 
   cumulative effect of accounting change:
      Life Insurance and Annuities            $  361.0   $   75.6   $  265.3
      Reinsurance                                 83.5       93.9       31.6
      Employee Life-Health Benefits                 --       22.9       83.0
      Other Operations                             5.0       67.8      (44.2)
      Total                                   $  449.5   $  260.2   $  335.7
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

9. Segment Information (continued)

<TABLE> 
<CAPTION> 
                                                         December 31
                                                1995        1994        1993
                                                        (in millions)
<S>                                          <C>         <C>         <C> 
  Assets:
    Life Insurance and Annuities             $45,280.0   $37,675.9   $36,021.0
    Reinsurance                                3,383.5     2,311.5     2,328.9
    Employee Life-Health Benefits                   --          --       588.5
    Other Operations                             923.6     1,038.1       770.0
    Total                                    $49,587.1   $41,025.5   $39,708.4
</TABLE> 

Provisions for depreciation and capital additions were not material.

10. Sale of Affiliates

In December 1993, the Company recorded a provision for loss of $98,500,000 
(also $98,500,000 after-tax) in the "Other Operations" segment for the sale of 
Security-Connecticut Life Insurance Company ("Security-Connecticut").  The 
sale was completed on February 2, 1994 through an initial public offering and 
the Company received cash and notes, net of related expenses, totaling 
$237,700,000.  The loss on sale and disposal expenses did not differ 
materially from the estimate recorded in the fourth quarter of 1993.  For the 
year ended December 31, 1993, Security-Connecticut, which operated in the Life 
Insurance and Annuities segment, had revenue of $274,500,000 and net income of 
$24,000,000.

In 1994, the Company completed the sale of 100% of the common stock of 
EMPHESYS (parent company of Employers Health Insurance Company, which 
comprised the Employee Life-Health Benefits segment) for $348,200,000 of cash, 
net of related expenses, and a $50,000,000 promissory note.  A gain on sale of 
$69,000,000 (also $69,000,000 after-tax) was recognized in 1994 in "Other 
Operations".  For the year ended December 31, 1993, EMPHESYS had revenues of 
$1,304,700,000 and net income of $55,300,000.  EMPHESYS had revenue and net 
income of $314,900,000 and $14,400,000, respectively, during the three months 
of ownership in 1994.

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

11. Subsequent Event

In January 1996, LNC announced that it had signed a definitive agreement to 
acquire the group tax-sheltered annuity business of UNUM Corporation's 
affiliates.  This purchase is expected to be completed in the form of a 
reinsurance transaction with an initial ceding commission of approximately 
$70,000,000.  This ceding commission represents the present value of business 
in-force and, accordingly, will be classified as other intangible assets upon 
the close of this transaction.  This transaction, which is expected to close 
in the third quarter of 1996, will increase LNC's assets and policy 
liabilities and accruals by approximately $3,200,000,000.


12. Transactions With Affiliates

A wholly owned subsidiary of LNC, Lincoln Financial Group, Inc. ("LFGI"), has 
a nearly exclusive general agents contract with the Company under which it 
sells the Company's products and provides the service that otherwise would be 
provided by a home office marketing department and regional offices.  For 
providing these selling and marketing services, the Company paid LFGI override 
commissions and operating expense allowances of $81,900,000, $78,500,000 and 
$74,500,000 in 1995, 1994 and 1993, respectively.  LFGI incurred expenses of 
$10,400,000, $10,700,000 and $10,500,000 in 1995, 1994 and 1993, respectively, 
in excess of the override commission and operating expense allowances received 
from the Company, which the Company is not required to reimburse.

Cash and invested cash at December 31, 1995 and 1994 include the Company's 
participation in a short-term investment pool with LNC of $333,800,000 and 
$428,300,000, respectively.  Related investment income amounted to 
$22,500,000, $17,100,000 and $9,100,000 in 1995, 1994 and 1993, respectively.  
Short-term debt at December 31, 1995 and 1994 includes $67,000,000 and 
$68,600,000, respectively, borrowed from LNC.  The Company paid interest to 
LNC of $24,000, $8,000 and $137,000 in 1995, 1994 and 1993, respectively.

The Company provides services to and receives services from affiliated 
companies which resulted in a net receipt of $7,500,000, $13,900,000 and 
$18,900,000 in 1995, 1994 and 1993, respectively.

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

12. Transactions With Affiliates (continued)

The Company both cedes and accepts reinsurance from affiliated companies.  
Premiums in the accompanying statements of income includes reinsurance 
transactions with affiliated companies as follows:

<TABLE> 
<CAPTION> 
                                                                Year ended
                                                                December 31
                                                               1995     1994
                                                               (in millions)
<S>                                                          <C>       <C> 
  Insurance assumed                                          $ 17.6    $ 19.8
  Insurance ceded                                             214.4     481.3
</TABLE> 

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

<TABLE> 
<CAPTION> 
                                                                December 31
                                                              1995      1994
                                                               (in millions)
<S>                                                         <C>        <C> 
  Future policy benefits and claims assumed                 $  344.8   $341.3
  Future policy benefits and claims ceded                    1,344.5    857.7
  Amounts recoverable on paid and unpaid losses                 65.9     36.8
  Reinsurance payable on paid losses                             5.5      3.5
  Funds held under reinsurance treaties-net liability          712.3    238.4
</TABLE> 

Substantially all reinsurance ceded to affiliated companies is with 
unauthorized companies.  To take a reserve credit for such reinsurance, the 
Company holds assets from the reinsurer, including funds held under 
reinsurance treaties, and is the beneficiary on letters of credit aggregating 
$340,800,000 and $308,200,000 at December 31, 1995 and 1994, respectively.  At 
December 31, 1995 and 1994, LNC had guaranteed $275,300,000 and $298,200,000, 
respectively, of these letters of credit.  At December 31, 1995, the Company 
has a receivable (included in the foregoing amounts) from affiliated insurance 
companies in the amount of $241,900,000 for statutory surplus relief received 
under financial reinsurance ceded agreements.

 

                 
<PAGE>
 
Report of Ernst & Young LLP, Independent Auditors

Board of Directors
The Lincoln National Life Insurance Company

We have audited the accompanying consolidated balance sheets of The Lincoln 
National Life Insurance Company, a wholly owned subsidiary of Lincoln National 
Corporation, as of December 31, 1995 and 1994, and the related consolidated 
statements of income, shareholder's equity and cash flows for each of the three 
years in the period ended December 31, 1995. Our audits also included the 
financial statement schedules listed on B-   . These financial statements and 
schedules are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and schedules based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the consolidated financial position of The Lincoln 
National Life Insurance Company at December 31, 1995, and 1994, and the 
consolidated results of its operations and its cash flows for each of the three 
years in the period ended December 31, 1995, in conformity with generally 
accepted accounting principles. Also, in our opinion, the related financial 
statement schedules, when considered in relation to the basic financial 
statements taken as a whole, present fairly in all material respects the 
information set forth therein.

As discussed in Note 2 to the consolidated financial statements, in 1993 the 
Company changed its method of accounting for postretirement benefits other than 
pensions, accounting for impairment of loans and accounting for certain 
investments in debt and equity securities.

    
                             /S/ ERNST & YOUNG LLP 

Fort Wayne, Indiana      
February 7, 1996

<PAGE>
 
FINANCIAL SCHEDULES

The following consolidated financial statement schedules of The Lincoln National
Life Insurance Company and subsidiaries are included on Pages B-     through 
B-   . 

I   Summary of Investments Other than Investments in Related Parties December 
    31, 1995

III Supplementary Insurance Information Years ended December 31, 1995, 1994 and
    1993
 
IV  Reinsurance Years ended December 31, 1995, 1994 and 1993

V   Valuation and Qualifying Accounts Years ended December 31, 1995, 1994 and 
    1993

All other schedules for which provision is made in the applicable accounting 
regulation of the Securities and Exchange Commission are not required under the 
related instructions, are inapplicable or the required information is included 
in the consolidated financial statements, and therefore have been omitted.


<PAGE>
 
The Lincoln National Life Insurance Company and Subsidiaries

Schedule I
Summary of Investments Other Than Investments in Related Parties

December 31, 1995
(000's omitted)

<TABLE> 
<CAPTION> 
                 Column A                           Column B      Column C        Column D
                                                                                 Amount at
                                                                                   Which 
                                                                                  Shown in
                                                                                the Balance 
            Type of Investment                        Cost          Value          Sheet
<S>                                              <C>            <C>           <C> 
Fixed maturity securities available-for-sale:
  Bonds:
    United States Government and 
      government agencies and authorities        $    569,552   $   653,444   $   653,444
    States, municipalities
      and political subdivisions                       12,325        12,375        12,375
    Mortgage-backed securities                      4,891,521     5,184,751     5,184,751
    Foreign governments                               927,901       997,567       997,567
    Public utilities                                2,572,309     2,772,990     2,772,990
    Convertibles and bonds
      with warrants attached                          181,431       199,658       199,658
    All other corporate bonds                       9,658,371    10,551,770    10,551,770
  Redeemable preferred stocks                          39,427        42,230        42,230
Total fixed maturity securities                    18,852,837    20,414,785    20,414,785

Equity securities available-for-sale:
  Common stocks:
    Public utilities                                    8,980        10,989        10,989
    Banks, trust and insurance companies               74,897        89,197        89,197
    Industrial, miscellaneous and all other           345,434       436,556       436,556
  Nonredeemable preferred stocks                       50,950        61,693        61,693
Total equity securities                               480,261       598,435       598,435

Mortgage loans on real estate                       3,176,275                   3,147,783 (A)
Real estate:
  Investment properties                               635,135                     635,135
  Acquired in satisfaction of debt                    157,441                     110,888 (A)
Policy loans                                          565,325                     565,325
Other investments                                     253,015                     241,219 (A)
Total investments                                 $24,120,189                 $25,713,570
</TABLE>

(A)  Investments which are deemed to have declines in value that are other than
temporary are written down or reserved for to reduce their carrying value to 
their estimated realizable value.

<PAGE>
 
The Lincoln National Life Insurance Company and Subsidiaries

Schedule III
Supplementary Insurance Information
(000's omitted)

<TABLE> 
<CAPTION> 
             Column A                     Column B       Column C       Column D     Column E       Column F
                                                       Future Policy
                                                         Benefits,                 Other Policy
                                          Deferred      Claims and                  Claims and
                                         Acquisition      Claim         Unearned     Benefits       Premium
              Segment                       Costs        Expenses       Premiums      Payable      Revenue (A)
<S>                                      <C>            <C>             <C>        <C>             <C>  
Year ended December 31, 1995:
  Life insurance and annuities           $  713,213     $6,530,475       $ 9,145        $--        $  685,258
  Reinsurance                               247,921      1,855,039        45,951         --           611,416
  Other (including consolidating
     adjustments)                            (7,300)        49,505            78         --               622
Total                                    $  953,834     $8,435,019      $ 55,174        $--        $1,297,296

Year ended December 31, 1994:
  Life insurance and annuities           $1,427,692     $5,888,581      $ 11,201        $--        $  647,416
  Reinsurance                               304,913      1,626,033        51,618         --           542,034
  Employee life-health benefits                  --             --            --         --           299,338
  Other (including consolidating
    adjustments)                              3,921         26,158        (1,347)        --             1,076
Total                                    $1,736,526     $7,540,772      $ 61,472        $--        $1,489,864

Year ended December 31, 1993:
  Life insurance and annuities           $  999,126     $6,782,207      $  5,188        $--        $  662,353
  Reinsurance                               298,787      1,616,088        54,157         --           491,397
  Employee life-health benefits                  --        228,892            --         --         1,243,576
  Other (including consolidating 
    adjustments)                                 --        171,043           315         --               387
Total                                    $1,297,913     $8,798,230     $  59,660        $--        $2,397,713
</TABLE>
 
<PAGE>
 
The Lincoln National Life Insurance Company and Subsidiaries

Schedule III
Supplementary Insurance Information (continued)
(000's omitted)

<TABLE> 
<CAPTION> 
                Column A                     Column G      Column H         Column I       Column J     Column K
                                                                          Amortization
                                                           Benefits,      of Deferred
                                                Net       Claims and        Policy          Other
                                            Investment      Claim         Acquisition     Operating      Premium
                Segment                     Income (B)     Expenses          Costs       Expenses (B)    Written
<S>                                         <C>           <C>             <C>            <C>             <C> 
Year ended December 31, 1995:
  Life insurance and annuities              $1,741,231    $1,649,119        $298,020      $261,016         $--
  Reinsurance                                  134,000       472,198         101,729        93,750          --
  Other (including consolidating
    adjustments)                                24,399         1,299              --         9,898          --
Total                                       $1,899,630    $2,122,616        $399,749      $364,664         $--

Year ended December 31, 1994:
  Life insurance and annuities              $1,542,552    $1,554,479        $ 85,697      $349,529         $--
  Reinsurance                                  116,957       419,266          29,477       117,238          --
  Employee life-health benefits (C)             10,838       218,672              --        73,355          --
  Other (including consolidating
    adjustments)                                 3,634         1,630              --         5,682          --
Total                                       $1,673,981    $2,194,047        $115,174      $545,804         $--

Year ended December 31, 1993:
  Life insurance and annuities              $1,676,163    $1,615,883        $197,363      $268,066         $--
  Reinsurance                                  115,582       467,824          38,351        72,840          --
  Employee life-health benefits                 54,513       943,235              --       300,648          --
  Other (including consolidating
    adjustments)                               (22,799)        6,197           5,275          (744)         --
Total                                       $1,823,459    $3,033,139        $240,989      $640,810         $--

(A)  Includes insurance fees on universal life and other interest sensitive products.
(B)  The allocation of expenses between investments and other operations are based on a number of assumptions and estimates.  
Results would change if different methods were applied.
(C)  Includes data through the March 21, 1994 date of sale of the direct writer of employee life-health coverages.
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company and Subsidiaries

Schedule IV
Reinsurance (A)
(000's omitted)

<TABLE> 
<CAPTION> 
           Column A                      Column B      Column C       Column D     Column E      Column F
                                                                                                Percentage
                                                        Ceded         Assumed                   of Amount
                                          Gross        to Other      from Other        Net       Assumed
                                          Amount      Companies      Companies       Amount      to Net
<S>                                   <C>            <C>           <C>            <C>           <C>     
Year ended December 31, 1995:
  Life insurance in force             $ 51,570,782   $17,612,782   $142,794,000   $176,752,000    80.8%
  Premiums:
    Health insurance                       302,463       299,222        273,572        276,813    98.8
    Life insurance (B)                     658,936       142,523        504,070      1,020,483    49.4
Total                                 $    961,399   $   441,745   $    777,642   $  1,297,296

Year ended December 31, 1994:
  Life insurance in force             $ 79,802,000   $45,822,000   $125,640,000   $159,620,000    78.7%
  Premiums:
    Health insurance                       666,609       496,090        359,659        530,178    67.8
    Life insurance (B)                     629,185       220,678        551,179        959,686    57.4
Total                                 $  1,295,794   $   716,768   $    910,838   $  1,489,864

Year ended December 31, 1993:
  Life insurance in force             $135,401,000   $61,401,000   $109,257,000   $183,257,000    59.6%
  Premiums:
    Health insurance                     1,387,414       217,705        262,171      1,431,880    18.3
    Life insurance (B)                     771,408       350,907        545,332        965,833    56.5
Total                                 $  2,158,822   $   568,612   $    807,503   $  2,397,713

(A)  Special-purpose bulk reinsurance transactions have been excluded.
(B)  Includes insurance fees on universal life and other interest sensitive products.
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company and Subsidiaries

Schedule V
Valuation and Qualifying Accounts
(000's omitted)

<TABLE> 
<CAPTION> 
              Column A                            Column B              Column C             Column D     Column E
                                                                        Additions
                                                                    (1)          (2)
                                                                               Charged
                                                                  Charged        to
                                                  Balance at        to          Other                    Balance at
                                                  Beginning     Costs and      Accounts-   Deductions-    End of 
                                                  of Period    Expenses (A)    Describe    Describe (B)    Period
<S>                                               <C>          <C>             <C>         <C>           <C> 
Year ended December 31, 1995:
  Deducted from asset accounts:
    Reserve for mortgage loans on real estate      $ 56,614     $  2,659         $--       $ (30,781)     $ 28,492
    Reserve for real estate                          65,186       (7,227)         --         (11,406)       46,553
    Reserve for other long-term investments          13,492       (1,541)         --            (155)       11,796

Year ended December 31, 1994:
  Deducted from asset accounts:
    Reserve for mortgage loans on real estate      $220,671     $ 19,464         $--       $(183,521)     $ 56,614
    Reserve for real estate                         121,427       13,058          --         (69,299)       65,186
    Reserve for other long-term investments          26,730          262          --         (13,500)       13,492
  Included in other liabilities:
    Investment guarantees                             1,804        4,280          --          (6,084)           --

Year ended December 31, 1993:
  Deducted from asset accounts:
    Reserve for mortgage loans on real estate      $129,093     $136,717         $--       $ (45,139)     $220,671
    Reserve for real estate                         114,178       21,776          --         (14,527)      121,427
    Reserve for other long-term investments          31,582        3,905          --          (8,757)       26,730
  Included in other liabilities:
    Investment guarantees                            12,550        1,674          --         (12,420)        1,804

(A)  Exclude charges for the direct write-off of assets.  The negative amounts represent improvements in the underlying assets for 
which valuation accounts had previously been established.
(B)  Deductions reflect sales or foreclosures of the underlying holdings.
</TABLE> 



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