LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
485BPOS, 1999-04-22
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<PAGE>
   
  As filed with the Securities and Exchange Commission on April 22, 1999
    
                                                     Registration No. 33-25990
                                                                      811-3214
- -------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC 20549

                                   FORM N-4
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        Post-Effective Amendment No. 16

                                      and

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                               Amendment No. 29
                       (Check appropriate box or boxes.)

                  LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
                  -------------------------------------------
                          (Exact Name of Registrant)

                    LINCOLN NATIONAL LIFE INSURANCE COMPANY
                  -------------------------------------------
                              (Name of Depositor)

                           1300 South Clinton Street
                           Fort Wayne, Indiana 46802
                  -------------------------------------------
        (Address of Depositor's Principal Executive Offices) (Zip Code)
       Depositor's Telephone Number, including Area Code: (219)455-2000


                             Jack D. Hunter, Esq.
                             200 East Berry Street
                           Fort Wayne, Indiana 46802
                          Telephone No. (219)455-2000
                  -------------------------------------------
                    (Name and Address of Agent for Service)
   
                       Copies of all communications to:
                        Sutherland Asbill & Brennan LLP
                         1275 Pennsylvania Avenue, NW
                          Washington, D.C. 20004-2415
                      Attention: Kimberly J. Smith, Esq.
    
              Approximate Date of Public Offering:  Continuous
                                                    ----------

  It is proposed that this filing will become effective:
   
  ----- immediately upon filing pursuant to paragraph (b) of Rule 485
    X   on May 1, 1999 pursuant to paragraph (b) of Rule 485
  -----
  ----- 60 days after filing pursuant to paragraph (a)(1) of Rule 485
        on (date) pursuant to paragraph (a)(1) of Rule 485
  -----
    
                     Title of Securities Being Registered:
                Units of Interest Under Variable Annuity Contracts

<PAGE>
   
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
    
 
   
Home Office:
Lincoln National Life Insurance Company
1300 South Clinton Street
Fort Wayne, IN 46802
    
 
   
This Prospectus describes individual variable annuity contracts that are issued
by Lincoln National Life Insurance Company (LINCOLN LIFE). They are for use with
nonqualified and qualified retirement plans. Generally, you do not pay federal
income tax on the contract's growth until it is paid out. The contracts are
designed to accumulate CONTRACT VALUE and to provide retirement income that you
cannot outlive or for an agreed upon time. These benefits may be a variable or
fixed amount or a combination of both. If the annuitant dies before the ANNUITY
COMMENCEMENT DATE, we will pay your BENEFICIARY a DEATH BENEFIT.
    
 
   
This Prospectus offers three types of contracts. They are a single premium
deferred annuity, a flexible premium deferred annuity and a periodic premium
deferred annuity.
    
 
   
The minimum PURCHASE PAYMENTS for each contract are:
    
 
   
1.  Single premium deferred contract: $1,000 for Roth IRAs, IRAs and SEPs;
    $3,000 for all others;
    
 
   
2.  Flexible premium deferred contract (Multi-Fund 2,3,4,): $1,000 for Roth
    IRAs, IRAs and SEPs; $3,000 for all others (minimum $100 subsequent PURCHASE
    PAYMENT); and
    
 
   
3.  Periodic premium deferred contract (Multi-Fund 1): $600 per CONTRACT YEAR
    (minimum $25 per PURCHASE PAYMENT).
    
 
   
You choose whether your CONTRACT VALUE accumulates on a variable or a fixed
(guaranteed) basis or both. If you put all your PURCHASE PAYMENTS into the fixed
account, we guarantee your principal and a minimum interest rate. WE LIMIT
WITHDRAWALS AND TRANSFERS FROM THE FIXED SIDE OF THE CONTRACT. SEE THE FIXED
SIDE OF THE CONTRACT.
    
 
   
All 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. If you put all or some of your
PURCHASE PAYMENTS into one or more of the contract's SUBACCOUNTS you take all
the investment risk on the CONTRACT VALUE and the retirement income. If the
SUBACCOUNTS you select make money, your CONTRACT VALUE goes up; if they lose
money, it goes down. How much it goes up or down depends on the performance of
the funds and series you select. WE DO NOT GUARANTEE HOW ANY OF THE SUBACCOUNTS
WILL PERFORM. ALSO, NEITHER THE U.S. GOVERNMENT NOR ANY FEDERAL AGENCY INSURES
OR GUARANTEES YOUR INVESTMENT IN THE CONTRACT.
    
 
   
The available funds and series are listed below:
    
 
   
    Lincoln National Aggressive Growth Fund
    Lincoln National Bond Fund
    Lincoln National Capital Appreciation Fund
    Lincoln National Equity Income Fund
    Lincoln National Global Asset Allocation Fund
    Lincoln National Growth and Income Fund
    Lincoln National International Fund
    Lincoln National Managed Fund
    Lincoln National Money Market Fund
    Lincoln National Social Awareness Fund
    Lincoln National Special Opportunities Fund
    Delaware Group Premium Fund --
      Delaware Growth & Income (formerly known as
      Decatur Total Return) Series
      Global Bond Series
      Trend Series
    
 
   
This Prospectus gives you information about the contracts that you should know
before you decide to buy a contract and make PURCHASE PAYMENTS. You should also
review the Prospectuses for the funds and series that are attached, and keep the
Prospectuses for reference.
    
 
   
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THIS CONTRACT
OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
    
 
   
You can obtain a current Statement of Additional Information (SAI) about the
contracts which has more information. Its terms are made part of this
Prospectus. For a free copy, write: Lincoln National Life Insurance Company,
P.O. Box 2340, Fort Wayne, Indiana 46801, or call 1-800-4LINCOLN (454-6265). The
SAI and other information about LINCOLN LIFE and the VAA are also available on
the SEC's web site (http://www.sec.gov). There is a table of contents for the
SAI on the last page of this Prospectus.
    
 
   
May 1, 1999
    
 
                                                                               1
<PAGE>
   
TABLE OF CONTENTS
    
   
<TABLE>
<CAPTION>
                                                  PAGE
<S>                                            <C>
- ----------------------------------------------------------
Special terms                                           2
- ----------------------------------------------------------
Expense tables                                          3
- ----------------------------------------------------------
Summary                                                 5
- ----------------------------------------------------------
Condensed financial information                         7
- ----------------------------------------------------------
Investment results                                      9
- ----------------------------------------------------------
Financial statements                                    9
- ----------------------------------------------------------
Lincoln National Life Insurance Company                 9
- ----------------------------------------------------------
Variable annuity account (VAA)                          9
- ----------------------------------------------------------
Fixed side of the contract                              9
- ----------------------------------------------------------
Investments of the variable annuity account            10
- ----------------------------------------------------------
Description of the funds and series                    10
- ----------------------------------------------------------
Charges and other deductions                           12
- ----------------------------------------------------------
 
<CAPTION>
                                                  PAGE
- ----------------------------------------------------------
<S>                                            <C>
 
The contracts                                          15
- ----------------------------------------------------------
Annuity payouts                                        19
- ----------------------------------------------------------
Federal tax matters                                    20
- ----------------------------------------------------------
Voting rights                                          24
- ----------------------------------------------------------
Distribution of the contracts                          24
- ----------------------------------------------------------
Return privilege                                       24
- ----------------------------------------------------------
State regulation                                       24
- ----------------------------------------------------------
Restrictions under the Texas Optional
Retirement Program                                     24
- ----------------------------------------------------------
Records and reports                                    25
- ----------------------------------------------------------
Other information                                      25
- ----------------------------------------------------------
Statement of additional information
table of contents for the VAA                          27
- ----------------------------------------------------------
</TABLE>
    
 
   
SPECIAL TERMS
    
 
   
(We have italicized the special terms that have special meaning throughout this
Prospectus)
    
 
   
ACCOUNT OR VARIABLE ANNUITY ACCOUNT (VAA) -- The segregated investment account,
Lincoln National Variable Annuity Account C, into which LINCOLN LIFE sets aside
and invests the assets for the variable side of the contract 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.
    
 
   
ANNUITANT -- The person on whose life the ANNUITY BENEFIT PAYMENTS made after an
ANNUITY COMMENCEMENT DATE are based.
    
 
   
ANNUITY COMMENCEMENT DATE -- The VALUATION DATE when funds are withdrawn or
converted into ANNUITY UNITS or fixed dollar payout for payment of retirement
income benefits under the ANNUITY PAYOUT option you select.
    
 
   
ANNUITY PAYOUT OPTION -- An amount paid at regular intervals after the ANNUITY
COMMENCEMENT DATE 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 for
the variable side of the contract after the ANNUITY COMMENCEMENT DATE.
    
 
   
BENEFICIARY -- The person you designate to receive any DEATH BENEFIT paid if the
annuitant dies before the ANNUITY COMMENCEMENT DATE.
    
 
   
CONTRACTOWNER (you, your, owner) -- The person who has the ability to exercise
the rights within the CONTRACT (decides on investment allocations, transfers,
payout option, designates the BENEFICIARY, etc.). Usually, but not always, the
owner is the ANNUITANT.
    
 
   
CONTRACT VALUE -- At a given time before the ANNUITY COMMENCEMENT DATE, the
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 -- An amount payable to your designated BENEFICIARY if the
annuitant dies before the ANNUITY COMMENCEMENT DATE. An enhanced guaranteed
minimum death benefit (EGMDB) is also available.
    
 
   
LINCOLN LIFE (we, us, our) -- Lincoln National Life Insurance Company.
    
 
   
PURCHASE PAYMENTS -- Amounts paid into the contract.
    
 
   
SUBACCOUNT -- The portion of the VAA that reflects investments in ACCUMULATION
and ANNUITY UNITS of a class of a particular fund or series available under the
contracts. There is a separate SUBACCOUNT which corresponds to each fund or
SERIES.
    
 
   
VALUATION DATE -- Each day the New York Stock Exchange (NYSE) is open for
trading.
    
 
   
VALUATION PERIOD -- The period starting at the close of trading (currently 4:00
p.m. New York time) on each day that the NYSE is open for trading (VALUATION
DATE) and ending at the close of such trading on the next VALUATION DATE.
    
 
2
<PAGE>
   
EXPENSE TABLES
    
 
   
SUMMARY OF CONTRACT OWNER EXPENSES:
    
 
   
<TABLE>
<S>                                                                          <C>
The maximum surrender charge (contingent deferred sales charge) as a
percentage of CONTRACT VALUE (for single premium and periodic premium
contracts), or of PURCHASE PAYMENTS (for flexible premium contracts),        7% (SINGLE AND
surrendered/withdrawn:                                                       FLEXIBLE)
                                                                             8% (PERIODIC)
</TABLE>
    
 
   
The surrender charge percentage is reduced over time. The later the redemption
occurs, the lower the surrender charge with respect to that surrender or
withdrawal. We may reduce or waive these charges in certain situations.
See Charges and other deductions -- Surrender charges.
    
 
   
ANNUAL CONTRACT FEE:
Periodic and flexible premium Multi-Fund 2 contract only: $25
    
 
   
VAA ANNUAL EXPENSES:
(as a percentage of average account value):
    
 
   
<TABLE>
<CAPTION>
                                                   WITH EGMDB         WITHOUT EGMDB
<S>                                             <C>                <C>
Mortality and expense risk charge                        1.00%               1.00%
 
Enhanced guaranteed minimum DEATH BENEFIT
  charge                                                  .30%                 --
                                                          ---                 ---
  Total annual charge for each VAA SUBACCOUNT            1.30%               1.00%
</TABLE>
    
 
   
ANNUAL EXPENSES OF THE FUNDS AND SERIES FOR THE YEAR ENDED DECEMBER 31, 1998:
    
 
   
(as a percentage of each fund's or series' average net assets):
    
 
   
<TABLE>
<CAPTION>
                                               MANAGEMENT        OTHER           TOTAL
                                               FEES          +   EXPENSES    =   EXPENSES
<C>  <S>                                       <C>          <C>  <C>        <C>  <C>
- -----------------------------------------------------------------------------------------
 1.  Aggressive Growth                         .73               .08             .81
- -----------------------------------------------------------------------------------------
 2.  Bond                                      .44               .13             .57
- -----------------------------------------------------------------------------------------
 3.  Capital Appreciation                      .75               .08             .83
- -----------------------------------------------------------------------------------------
 4.  Equity-Income                             .72               .07             .79
- -----------------------------------------------------------------------------------------
 5.  Global Asset Allocation                   .72               .19             .91
- -----------------------------------------------------------------------------------------
 6.  Growth and Income                         .31               .04             .35
- -----------------------------------------------------------------------------------------
 7.  International                             .79               .14             .93
- -----------------------------------------------------------------------------------------
 8.  Managed                                   .36               .03             .39
- -----------------------------------------------------------------------------------------
 9.  Money Market                              .48               .11             .59
- -----------------------------------------------------------------------------------------
10.  Social Awareness                          .34               .04             .38
- -----------------------------------------------------------------------------------------
11.  Special Opportunities                     .36               .06             .42
- -----------------------------------------------------------------------------------------
     Delaware Growth & Income (formerly known
     as Decatur Total Return)*                 .60               .11             .71
12.
- -----------------------------------------------------------------------------------------
13.  Global Bond* (after waiver)               .68               .17             .85
- -----------------------------------------------------------------------------------------
14.  Trend* (after waiver)                     .75               .10             .85
- -----------------------------------------------------------------------------------------
</TABLE>
    
 
   
*The investment adviser for the Delaware Growth & Income Series (formerly
Decatur Total Return Series) and the Trend Series is Delaware Management
Company, Inc. ("DMC"). The investment advisor for the Global Bond Series is
Delaware International Advisers Ltd. Effective May 1, 1999 through October 31,
1999 the investment advisers for the series of the Delaware Group Premium Fund
have VOLUNTARILY agreed to waive their management fees and reimburse each series
for expenses to the extent that total expenses will not exceed 0.80% for the
Delaware Growth & Income Series, 0.85% for the Trend Series and the Global Bond
Series. In addition the management fees for Delaware Growth & Income will not
exceed 0.60%. The fee ratios shown above have been restated, if necessary, to
reflect the new voluntary limitations which took effect on May 1, 1999. The
declaration of a VOLUNTARY expense limitation does not bind the investment
advisers to declare future expense limitations with respect to the fund.
Pursuant to a vote of the fund's shareholders on March 17, 1999, a new
management fee structure based on average daily net assets was approved. The
above ratios have been restated to reflect the new management fee structure,
which took effect on May 1, 1999. Without the reimbursements or waivers total
expenses for each series for year ending 12/31/98 would have been -- Global
Bond, 0.92%, Trend, 0.85%.
    
 
                                                                               3
<PAGE>
   
EXAMPLES
    
 
   
(expenses of the SUBACCOUNTS and the funds and series):
    
 
   
If you surrender your contract at the end of the time period shown, 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
                           ------------------------  ------------------------  ------------------------  ------------------------
                            SGL   MF2  MF3&4   PER.   SGL   MF2  MF3&4   PER.   SGL   MF2  MF3&4   PER.   SGL   MF2  MF3&4   PER.
- -----------------------------------------------------------------------------  --------------------------------------------------
<C>  <S>                   <C>   <C>   <C>     <C>   <C>   <C>   <C>     <C>   <C>   <C>   <C>     <C>   <C>   <C>   <C>     <C>
 1.  Aggressive Growth       93    92    91     101   121   118   116     146   148   146   143     194   244   250   244     273
- -----------------------------------------------------------------------------  --------------------------------------------------
 2.  Bond                    91    89    89      99   112   109   107     138   134   132   129     180   214   221   214     243
- -----------------------------------------------------------------------------  --------------------------------------------------
 3.  Capital Appreciation    94    92    92     102   121   118   117     147   149   147   145     195   246   252   246     220
- -----------------------------------------------------------------------------  --------------------------------------------------
 4.  Equity-Income           93    92    91     101   120   117   116     146   147   145   142     193   242   247   242     271
- -----------------------------------------------------------------------------  --------------------------------------------------
 5.  Global Asset
     Allocation              94    93    92     102   123   121   119     149   153   151   149     199   255   260   255     283
- -----------------------------------------------------------------------------  --------------------------------------------------
 6.  Growth and Income       89    87    87      97   107   104   102     133   125   122   120     172   196   201   196     225
- -----------------------------------------------------------------------------  --------------------------------------------------
 7.  International           95    93    93     103   124   121   120     150   154   152   150     200   257   262   257     285
- -----------------------------------------------------------------------------  --------------------------------------------------
 8.  Managed                 90    88    88      98   109   106   104     135   129   126   123     176   203   209   203     233
- -----------------------------------------------------------------------------  --------------------------------------------------
 9.  Money Market            91    90    89      99   114   111   109     140   137   134   132     183   220   226   220     249
- -----------------------------------------------------------------------------  --------------------------------------------------
10.  Social Awareness        89    88    87      97   108   105   103     134   127   124   121     174   199   204   199     228
- -----------------------------------------------------------------------------  --------------------------------------------------
11.  Special
     Opportunities           90    88    88      98   109   106   104     135   129   126   123     176   203   209   203     233
- -----------------------------------------------------------------------------  --------------------------------------------------
12.  Delaware Growth &
     Income (formerly
     Decatur Total
     Return)                 93    91    90     101   118   115   113     144   143   141   138     189   234   239   234     263
- -----------------------------------------------------------------------------  --------------------------------------------------
13.  Global Bond             94    92    92     102   122   119   117     147   150   148   146     196   248   254   248     277
- -----------------------------------------------------------------------------  --------------------------------------------------
14.  Trend                   93    92    91     101   121   118   116     146   148   146   143     194   244   250   244     273
- -----------------------------------------------------------------------------  --------------------------------------------------
</TABLE>
    
 
   
If you do not surrender your contract, 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
                           ------------------------  ------------------------  ------------------------  ------------------------
                            SGL   MF2  MF3&4   PER.   SGL   MF2  MF3&4   PER.   SGL   MF2  MF3&4   PER.   SGL   MF2  MF3&4   PER.
- -----------------------------------------------------------------------------  --------------------------------------------------
<C>  <S>                   <C>   <C>   <C>     <C>   <C>   <C>   <C>     <C>   <C>   <C>   <C>     <C>   <C>   <C>   <C>     <C>
 1.  Aggressive Growth       21    22    21      19    66    68    66      59   113   116   113     101   244   250   244     218
- -----------------------------------------------------------------------------  --------------------------------------------------
 2.  Bond                    19    19    19      16    57    59    57      50    99   102    99      86   214   221   214     187
- -----------------------------------------------------------------------------  --------------------------------------------------
 3.  Capital Appreciation    22    22    22      19    67    68    67      59   115   117   115     102   246   252   246     220
- -----------------------------------------------------------------------------  --------------------------------------------------
 4.  Equity-Income           21    22    21      19    66    67    66      58   112   115   112     100   242   247   242     216
- -----------------------------------------------------------------------------  --------------------------------------------------
 5.  Global Asset
     Allocation              22    23    22      20    69    71    69      62   119   121   119     106   255   260   255     229
- -----------------------------------------------------------------------------  --------------------------------------------------
 6.  Growth and Income       17    17    17      14    52    54    52      44    90    92    90      77   196   201   196     168
- -----------------------------------------------------------------------------  --------------------------------------------------
 7.  International           23    23    23      20    70    71    70      62   120   122   120     107   257   262   257     231
- -----------------------------------------------------------------------------  --------------------------------------------------
 8.  Managed                 18    18    18      15    54    56    54      47    93    96    93      80   203   209   203     176
- -----------------------------------------------------------------------------  --------------------------------------------------
 9.  Money Market            19    20    19      17    59    61    59      51   102   104   102      89   220   226   220     194
- -----------------------------------------------------------------------------  --------------------------------------------------
10.  Social Awareness        17    18    17      15    53    55    53      45    91    94    91      78   199   204   199     172
- -----------------------------------------------------------------------------  --------------------------------------------------
11.  Special
     Opportunities           18    18    18      15    54    56    54      47    93    96    93      80   203   209   203     176
- -----------------------------------------------------------------------------  --------------------------------------------------
12.  Delaware Growth &
     Income (formerly
     Decatur Total
     Return)                 20    21    20      18    63    65    63      55   108   111   108      96   234   239   234     208
- -----------------------------------------------------------------------------  --------------------------------------------------
13.  Global Bond             22    22    22      19    67    69    67      60   116   118   116     103   248   254   248     222
- -----------------------------------------------------------------------------  --------------------------------------------------
14.  Trend                   21    22    21      19    66    68    66      59   113   116   113     101   244   250   244     218
- -----------------------------------------------------------------------------  --------------------------------------------------
</TABLE>
    
 
   
We provide these examples to help you understand the direct and indirect costs
and expenses of the contract. The examples assume that an enhanced DEATH BENEFIT
is in effect. Without this benefit, expenses would be lower.
    
 
   
For more information, see Charges and other deductions in this Prospectus, and
the Prospectuses for the funds and series. Premium taxes may also apply,
although they do not appear in the examples. We also reserve the right to impose
a charge on transfers between SUBACCOUNTS and to and from the fixed account.
Currently, there is no charge. THESE EXAMPLES SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS
THAN THOSE.
    
 
4
<PAGE>
   
SUMMARY
    
 
   
WHAT KIND OF CONTRACT AM I BUYING? It is an individual annuity contract between
you and LINCOLN LIFE. It may provide for a fixed annuity and/or a variable
annuity. This Prospectus describes the variable side of the contract. See The
contracts.
    
 
   
WHAT IS THE VARIABLE ANNUITY ACCOUNT (VAA)? It is a separate account we
established under Indiana insurance law, and registered with the SEC as a unit
investment trust. VAA assets are allocated to one or more SUBACCOUNTS, according
to your investment choices. VAA assets are not chargeable with liabilities
arising out of any other business which LINCOLN LIFE may conduct. See Variable
annuity account (VAA). REMEMBER THAT PARTICIPANTS IN THE VAA BENEFIT FROM ANY
GAIN, AND TAKE A RISK OF ANY LOSS, IN THE VALUE OF THE SECURITIES IN THE FUNDS'
OR SERIES' PORTFOLIOS.
    
 
   
WHAT ARE MY INVESTMENT CHOICES? Based upon your instruction, the VAA applies
your PURCHASE PAYMENTS to buy fund and series shares in one or more of the
investment funds of the SUBACCOUNTS: Aggressive Growth, Bond, Capital
Appreciation, Delaware Growth & Income (formerly known as Decatur Total Return),
Equity-Income, Global Asset Allocation, Global Bond, Growth and Income,
International, Managed, Money Market, Social Awareness, Special Opportunities,
Trend.
    
 
   
In turn, each fund or series holds a portfolio of securities consistent with its
investment policy. See Investment of the variable annuity accounts and
Description of the funds and series.
    
 
   
WHO INVESTS MY MONEY? The investment advisor for the Lincoln National funds is
Lincoln Investment Management, Inc. (Lincoln Investment), Fort Wayne, Indiana.
The investment advisor for the Trend Series and Delaware Growth & Income
(formerly known as Decatur Total Return) Series is DMC, and the investment
manager of the Global Bond Series is DIAL, an affiliate of Delaware Management,
Philadelphia, Pennsylvania. Each is an indirect subsidiary of Lincoln National
Corporation (LNC), and registered as an investment advisor with the SEC. See
Investments of the variable annuity account -- Investment advisors.
    
 
   
HOW DOES THE CONTRACT WORK? If we approve your application, we will send you a
contract. When you make PURCHASE PAYMENTS during the accumulation phase, you buy
ACCUMULATION UNITS. If you decide to receive retirement income payments, your
ACCUMULATION UNITS are converted to ANNUITY UNITS. Your retirement income
payments will be based on the number of ANNUITY UNITS you received and the value
of each ANNUITY UNIT on payout days. See The contracts.
    
 
   
WHAT CHARGES DO I PAY UNDER THE CONTRACT? If you withdraw CONTRACT VALUE, you
pay a surrender charge from 0% to 8%, depending upon how many CONTRACT YEARS
have elapsed (single premium and periodic premium), or how many CONTRACT YEARS
the PURCHASE PAYMENT has been in the contract (flexible premium), and which type
of contract you choose. We may waive surrender charges in certain situations.
See Charges and other deductions -- Surrender charges.
    
 
   
We will deduct any applicable premium tax from PURCHASE PAYMENTS or CONTRACT
VALUE at the time the tax is incurred or at another time we choose.
    
 
   
We charge an annual contract fee of $25 under the periodic and the flexible
premium Multi-Fund 2 contracts.
    
 
   
We apply an annual charge totaling 1.30% of net asset value of the VAA. This
charge includes 1.00% as a mortality and expense risk charge. If the enhanced
DEATH BENEFIT is not in effect, the annual charge is 1.00%. See Charges and
other deductions.
    
 
   
Each fund and series pays a management fee based on its average daily net asset
value. See Investments of the variable annuity account -- Investment Advisor.
Each fund and series also has additional operating expenses. These are described
in the Prospectuses for the fund or series.
    
 
   
WHAT PURCHASE PAYMENTS DO I MAKE, AND HOW OFTEN? Subject to the minimum and
maximum payment amounts for each type of contract, your payments may be
flexible. See The contracts -- Purchase Payments.
    
 
   
HOW WILL MY ANNUITY PAYOUTS BE CALCULATED? If you decide to annuitize, you
select an annuity option and start receiving retirement income payments from
your contract as a fixed option or variable option or a combination of both. See
Annuity options.
    
 
   
WHAT HAPPENS IF THE ANNUITANT DIES BEFORE I ANNUITIZE? If the enhanced DEATH
BENEFIT is in effect, your BENEFICIARY will receive the CONTRACT VALUE. If the
enhanced DEATH BENEFIT is not in effect, your BENEFICIARY will receive the
greater of the guaranteed minimum death benefit or the CONTRACT VALUE. Your
BENEFICIARY has options as to how the DEATH BENEFIT is paid. See death benefit
before the annuity commencement date.
    
 
   
MAY I TRANSFER CONTRACT VALUE BETWEEN SUBACCOUNTS AND BETWEEN THE FIXED SIDE OF
THE CONTRACT? Yes, with certain limits. See The Contracts - transfers between
SUBACCOUNTS on or before the annuity commencement date; transfers following the
annuity commencement date; and transfers to and from the general account on or
before the annuity commencement date.
    
 
                                                                               5
<PAGE>
   
MAY I SURRENDER THE CONTRACT OR MAKE A WITHDRAWAL? Yes, subject to contract
requirements and to the restrictions of any qualified retirement plan for which
the contract was purchased. See The contracts -- Surrenders and withdrawals. If
you surrender the contract or make a withdrawal, certain charges may apply. See
Charges and other deductions. A portion of surrender/withdrawal proceeds may be
taxable. In addition, if you decide to take a distribution before age 59 1/2, a
10% Internal Revenue Service (IRS) tax penalty may apply. A surrender or a
withdrawal also may be subject to 20% withholding. See Federal tax matters.
    
 
   
DO I GET A FREE LOOK AT THIS CONTRACT? Yes. you can cancel the contract within
ten days (in some states longer) of the date you first receive the contract. You
need to return the contract, postage prepaid, to our home office. In most states
you assume the risk of any market drop on PURCHASE PAYMENTS you allocate to the
variable side of the contract. See Return privilege.
    
 
6
<PAGE>
CONDENSED FINANCIAL INFORMATION FOR THE VAA
 
ACCUMULATION UNIT VALUES
 
   
The following information relating to ACCUMULATION UNIT values including the
enhanced guaranteed minimum death benefit charge where applicable and number of
ACCUMULATION UNITS for each of the 10 years in the period ended December 31,
1998 comes from the VAA'S financial statements. It should be read along with the
 
VAA'S financial statements and notes which are all included in the SAI.
    
   
<TABLE>
<CAPTION>
                                                          1998*              1997        1996       1995       1994        1993
<S>                                              <C>          <C>          <C>        <C>         <C>        <C>        <C>
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                  without
                                                  with EGMDB        EGMDB
Aggressive Growth subaccount
Accumulation unit value
- - Beginning of period                            $    1.684        1.687       1.384      1.196        .896      1.000      1.000**
- - End of period                                  $    1.559        1.567       1.687      1.384       1.196       .896      1.000**
Number of accumulation units
- - End of period (000's omitted)                       1,953      204,322     199,221    172,630     114,518     67,547        110
- ----------------------------------------------------------------------------------------------------------------------------------
Bond subaccount
Accumulation unit value
- - Beginning of period                            $    4.625        4.632       4.283      4.228       3.585      3.780      3.398
- - End of period                                  $    5.002        5.024       4.632      4.283       4.228      3.585      3.780
Number of accumulation units
- - End of period (000's omitted)                       1,160       70,180      60,078     62,709      62,644     57,900     62,765
- ----------------------------------------------------------------------------------------------------------------------------------
Capital Appreciation subaccount
Accumulation unit value
- - Beginning of period                            $    1.881        1.884       1.520      1.294       1.017      1.000      1.000**
- - End of period                                  $    2.562        2.574       1.884      1.520       1.294      1.017      1.000**
Number of accumulation units
- - End of period (000's omitted)                       4,553      284,822     234,328    174,073      98,067     52,125        110
- ----------------------------------------------------------------------------------------------------------------------------------
Equity-Income subaccount
Accumulation unit value
- - Beginning of period                            $    2.146        2.150       1.663      1.391       1.046      1.000      1.000**
- - End of period                                  $    2.388        2.399       2.150      1.663       1.391      1.046      1.000**
Number of accumulation units
- - End of period (000's omitted)                       5,898      395,691     371,051    275,632     171,817     75,383        110
- ----------------------------------------------------------------------------------------------------------------------------------
Global Asset Allocation subaccount
Accumulation unit value
- - Beginning of period                            $    2.716        2.720       2.302      2.013       1.642      1.689      1.453
- - End of period                                  $    3.042        3.056       2.720      2.302       2.013      1.642      1.689
Number of accumulation units
- - End of period (000's omitted)                       1,888      155,191     159,590    140,242     126,558    122,061     92,778
- ----------------------------------------------------------------------------------------------------------------------------------
Growth and Income subaccount
Accumulation unit value
- - Beginning of period                            $    9,635        9,650       7.453      6.292       4.593      4.579      4.084
- - End of period                                  $   11.444       11.497       9.650      7.453       6.292      4.593      4.579
Number of accumulation units
- - End of period (000's omitted)                       2,252      353,739     357,850    332,885     291,063    253,621    226,072
- ----------------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
                                                   1992       1991       1990       1989
<S>                                              <C>        <C>        <C>        <C>
- -----------------------------------------------                        --------------------
 
Aggressive Growth subaccount
Accumulation unit value
- - Beginning of period
- - End of period                                  trading began in 1994.
Number of accumulation units
- - End of period (000's omitted)
- -----------------------------------------------                        --------------------
Bond subaccount
Accumulation unit value
- - Beginning of period                                3.181      2.737      2.591      2.312
- - End of period                                      3.398      3.181      2.737      2.591
Number of accumulation units
- - End of period (000's omitted)                     52,842     46,830     40,983     37,671
- -----------------------------------------------                        --------------------
Capital Appreciation subaccount
Accumulation unit value
- - Beginning of period
- - End of period                                  trading began in 1994.
Number of accumulation units
- - End of period (000's omitted)
- -----------------------------------------------                        --------------------
Equity-Income subaccount
Accumulation unit value
- - Beginning of period
- - End of period                                  trading began in 1994.
Number of accumulation units
- - End of period (000's omitted)
- -----------------------------------------------                        --------------------
Global Asset Allocation subaccount
Accumulation unit value
- - Beginning of period                                1.378      1.174      1.175      1.005
- - End of period                                      1.453      1.378      1.174      1.175
Number of accumulation units
- - End of period (000's omitted)                     67,873     57,199     50,149     39,835
- -----------------------------------------------                        --------------------
Growth and Income subaccount
Accumulation unit value
- - Beginning of period                                4.050      3.125      3.126      2.611
- - End of period                                      4.084      4.050      3.125      3.126
Number of accumulation units
- - End of period (000's omitted)                    188,659    144,515    114,974     96,161
- -----------------------------------------------                        --------------------
</TABLE>
    
 
   
 * The EGMDB became available in June 1997, the first full year was 1998.
    
   
** These values do not reflect a full year's experience because they are
calculated for the period from the beginning of investment activity of
the subaccounts through December 31.
    
 
                                                                               7
<PAGE>
   
<TABLE>
<CAPTION>
                                                          1998*              1997        1996       1995       1994        1993
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>          <C>          <C>        <C>         <C>        <C>        <C>
                                                                  without
                                                  with EGMDB        EGMDB
International subaccount
Accumulation unit value
- - Beginning of period                            $    1.560        1,562       1.488      1.368       1.271      1.243       .901
- - End of period                                  $    1.765        1.773       1.562      1.488       1.368      1.271      1.243
Number of accumulation units
- - End of period (000's omitted)                       2,375      275,657     294,705    294,570     261,509    248,639    129,551
- ----------------------------------------------------------------------------------------------------------------------------------
Managed subaccount
Accumulation unit value
- - Beginning of period                            $    4.707        4.714       3.913      3.515       2.747      2.827      2.558
- - End of period                                  $    5.236        5.260       4.714      3.913       3.515      2.747      2.827
Number of accumulation units
- - End of period (000's omitted)                       1,775      178,768     179,210    178,496     172,789    167,184    162,485
- ----------------------------------------------------------------------------------------------------------------------------------
Money Market subaccount
Accumulation unit value
- - Beginning of period                            $    2.415        2.419       2.324      2.235       2.137      2.079      2.044
- - End of period                                  $    2.505        2.517       2.419      2.324       2.235      2.137      2.079
Number of accumulation units
- - End of Period (000's omitted)                         644       46,571      36,107     40,057      35,136     37,106     39,763
- ----------------------------------------------------------------------------------------------------------------------------------
Social Awareness subaccount
Accumulation unit value
- - Beginning of period                            $    4.942        4.950       3.638      2.843       2.005      2.021      1.796
- - End of period                                  $    5.848        5.875       4.950      3.638       2.843      2.005      2.021
 
Number of accumulation units
- - End of period (000's omitted)                       5,136      304,204     251,168    175,970     106,204     83,069     69,006
- ----------------------------------------------------------------------------------------------------------------------------------
Special Opportunities subaccount
Accumulation unit value
- - Beginning of period                            $    8.236        8.249       6.505      5.618       4.303      4.392      3.740
- - End of period                                  $    8.681        8.721       8.249      6.505       5.618      4.303      4.392
Number of accumulation units
- - End of period (000's omitted)                         899       98,734     101,475     97,744      88,993     73,673     62,314
- ----------------------------------------------------------------------------------------------------------------------------------
Trend subaccount
Accumulation unit value
- - Beginning of period                            $    1.189        1.191       0.991      1.000 **
- - End of period                                  $    1.362        1.368       1.191      0.991 **  trading began in 1996
Number of accumulation units
- - End of period (000's omitted)                       1,522       63,364      46,558     23,508
- ----------------------------------------------------------------------------------------------------------------------------------
Delaware Growth & Income subaccount (formerly
  known as Decatur Total Return)
Accumulation unit value
- - Beginning of period                            $    1.459        1.461       1.126      1.000 **
- - End of period                                  $    1.603        1.611       1.461      1.126 **  trading began in 1996
Number of accumulation units
- - End of period (000's omitted)                       4,111       90,935      64,052     12,220
- ----------------------------------------------------------------------------------------------------------------------------------
Global Bond subaccount
Accumulation unit value
- - Beginning of period                            $    1.107        1.109       1.111      1.000 **
- - End of period                                  $    1.179        1.184       1.109      1.111 **  trading began in 1996
Number of accumulation units
- - End of period (000's omitted)                         373       12,869      11,177      7,613
- ----------------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
                                                   1992       1991       1990       1989
- -----------------------------------------------                        --------------------
<S>                                              <C>        <C>        <C>        <C>
 
International subaccount
Accumulation unit value
- - Beginning of period                                 .990    1.000**
 
                                                                       trading began in
- - End of period                                       .901     .990**  1991.
Number of accumulation units
- - End of period (000's omitted)                     50,718     21,088
- -----------------------------------------------                        --------------------
Managed subaccount
Accumulation unit value
- - Beginning of period                                2.492      2.065      2.015      1.737
- - End of period                                      2.558      2.492      2.065      2.015
Number of accumulation units
- - End of period (000's omitted)                    139,606    115,929    104,011     95,285
- -----------------------------------------------                        --------------------
Money Market subaccount
Accumulation unit value
- - Beginning of period                                1.996      1.907      1.783      1.651
- - End of period                                      2.044      1.996      1.907      1.783
Number of accumulation units
- - End of Period (000's omitted)                     46,993     77,812     57,377     53,287
- -----------------------------------------------                        --------------------
Social Awareness subaccount
Accumulation unit value
- - Beginning of period                                1.750      1.285      1.357      1.042
- - End of period                                      1.796      1.750      1.285      1.357
Number of accumulation units
- - End of period (000's omitted)                     50,838     30,735     19,486      7,127
- -----------------------------------------------                        --------------------
Special Opportunities subaccount
Accumulation unit value
- - Beginning of period                                3.519      2.481      2.710      2.054
- - End of period                                      3.740      3.519      2.481      2.710
Number of accumulation units
- - End of period (000's omitted)                     51,056     37,798     33,837     27,789
- -----------------------------------------------                        --------------------
Trend subaccount
Accumulation unit value
- - Beginning of period
- - End of period
Number of accumulation units
- - End of period (000's omitted)
- -----------------------------------------------                        --------------------
Delaware Growth & Income subaccount (formerly
  known as Decatur Total Return)
Accumulation unit value
- - Beginning of period
- - End of period
Number of accumulation units
- - End of period (000's omitted)
- -----------------------------------------------                        --------------------
Global Bond subaccount
Accumulation unit value
- - Beginning of period
- - End of period
Number of accumulation units
- - End of period (000's omitted)
- -----------------------------------------------                        --------------------
</TABLE>
    
 
   
 * The EGMDB became available in June 1997, the first full year was 1998.
    
   
** These values do not reflect a full year's experience because they are
calculated for the period from the beginning of investment activity of
the subaccounts through December 31.
    
 
ADDITIONAL INFORMATION FOR THE MONEY MARKET SUBACCOUNT:
 
   
Seven-day yield: 3.16%; Length of base period-7 days; Date of last day of base
period: December 31, 1998.
    
 
   
Seven-day yield including EGMDB: 2.89%; Length of base period-7 days: Date of
last day of base period: December 31, 1998.
    
 
8
<PAGE>
   
INVESTMENT RESULTS
    
 
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 nonstandardized 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 nonstandardized 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.
 
FINANCIAL STATEMENTS
 
   
The financial statements of the VAA and the statutory-basis financial statements
of LINCOLN LIFE are located in the SAI. You may obtain a free copy by writing
Lincoln National Life Insurance Company, P.O. Box 2340, Fort Wayne, Indiana
46801 or calling 1-800-4LINCOLN (454-6265).
    
 
   
LINCOLN NATIONAL LIFE INSURANCE COMPANY
    
 
   
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 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.
 
   
The VAA is used to support other annuity contracts offered by LINCOLN LIFE in
addition to the contracts described in this prospectus. The other annuity
contracts supported by the VAA invest in the same portfolios of the funds and
series as the contracts described in this Prospectus. These other annuity
contracts may have different charges that could affect performance of the
SUBACCOUNT.
    
 
FIXED SIDE OF THE CONTRACT
 
   
PURCHASE PAYMENTS allocated to the fixed side of the contract become part of
LINCOLN LIFE'S general account, and DO NOT participate in the investment
experience of the VAA. The general account is subject to regulation and
supervision by the Indiana Department of Insurance as well as the insurance laws
and regulations of the jurisdictions in which the contracts are distributed.
    
 
   
In reliance on certain exemptions, exclusions and rules, LINCOLN LIFE has not
registered interests in the general account as a security under the Securities
Act of 1933 and has not registered the general account as an investment company
under the 1940 Act. Accordingly, neither the general account nor any interests
in it are regulated under the 1933 Act or the 1940 Act. LINCOLN LIFE has been
advised that the staff of the SEC has not made a review of the disclosures which
are included in this prospectus which relate to our general account and to the
fixed account under the contract. These disclosures, however, may be subject to
certain generally applicable provisions of the federal securities laws relating
to the
    
 
                                                                               9
<PAGE>
accuracy and completeness of statements made in prospectuses. This prospectus is
generally intended to serve as a disclosure document only for aspects of the
contract involving the VAA, and therefore contains only selected information
regarding the fixed side of the contract. Complete details regarding the fixed
side of the contract are in the contract.
 
PURCHASE PAYMENTS allocated to the fixed side of the contract are guaranteed to
be credited with a minimum interest rate, specified in the contract, of at least
3.0%. A PURCHASE PAYMENT allocated to the fixed side of the contract is credited
with interest beginning on the next calendar day following the date of receipt
if all data is complete. LINCOLN LIFE may vary the way in which it credits
interest to the fixed side of the contract from time to time.
 
   
ANY INTEREST IN EXCESS OF 3% WILL BE DECLARED IN ADVANCE IN LINCOLN LIFE'S SOLE
DISCRETION. CONTRACTOWNERS BEAR THE RISK THAT NO INTEREST IN EXCESS OF 3% WILL
BE DECLARED.
    
 
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 (owned by LNC) is the advisor for each of the Lincoln
National funds and is primarily responsible for the investment decisions
affecting the funds. The services it provides are explained in the Prospectuses
of the funds. Under an advisory agreement 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.
    
 
Additionally, Lincoln Investment currently has six sub-advisory agreements in
which the sub-advisor may perform some or substantially 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 sub-advisors under
Lincoln Investment (the advisor):
    
 
   
<TABLE>
<CAPTION>
SUB-ADVISOR            FUND
<S>                    <C>
- ---------------------------------------------------
Delaware
  International
  Advisers, Ltd.       International
- ---------------------------------------------------
Fidelity Management
  Trust Co.            Equity-Income
- ---------------------------------------------------
Janus Capital Corp.    Capital Appreciation
- ---------------------------------------------------
Putnam Investment
  Management, Inc.     Aggressive Growth;
                       Global Asset Allocation
- ---------------------------------------------------
Vantage Investment
  Advisors             Growth and Income; Managed
                       (for stock portfolio);
                       Social Awareness; and
                       Special Opportunities
- ---------------------------------------------------
</TABLE>
    
 
The Bond and Money Market Funds do not have sub-advisors.
 
   
DMC, an indirect subsidiary of LNC, is the advisor for the Trend Series and
Delaware Growth & Income (formerly known as Decatur Total Return) Series and is
primarily responsible for the investment decisions affecting these series. DIAL,
an affiliate of DMC, furnishes investment management services to the Global Bond
series.
    
 
   
Additional information about DMC and DIAL may be found in the Delaware Group
Premium Fund, Inc. Prospectus enclosed in this booklet under Management of the
Fund.
    
 
   
DESCRIPTION OF THE FUNDS AND SERIES
    
 
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 or series 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
 
10
<PAGE>
legal definitions for these terms are contained in the 1940 Act. PLEASE BE
ADVISED THAT THERE IS NO ASSURANCE THAT ANY OF THE FUNDS OR SERIES WILL ACHIEVE
ITS STATED OBJECTIVES.
 
   
Certain funds offered as part of this contract have similar investment
objectives and policies to other portfolios managed by the advisor. The
investment results of the funds, however, may be higher or lower than the other
portfolios that are managed by the advisor. There can be no assurance, and no
representation is made, that the investment results of any of the funds will be
comparable to the investment results of any other portfolio managed by the
advisor.
    
 
FUNDS
 
  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 significantly in a short time.
 
  2.  Bond Fund (1981) -- The investment objective is maximum current income
      consistent with prudent investment strategy. The fund invests primarily in
      medium-and long-term corporate and government 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
 
   
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 ITS STATED OBJECTIVES.
    
 
   
  1.  Delaware Growth & Income (formerly known as Decatur Total Return) Series
      -- 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. Delaware Growth & Income (formerly known as
      Decatur Total Return) invests, but not exclusively, in common stocks and
      income-producing securities convertible into common stocks, consistent
      with the series' objective.
    
 
   
  2.  Trend Series -- 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.
    
 
   
  3.  Global Bond Series -- 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
    
 
                                                                              11
<PAGE>
      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.
 
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. In addition, shares of the Delaware Group Premium Fund,
Inc. are sold to separate accounts of life insurance companies other than
LINCOLN LIFE. 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.
 
INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS
 
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 nonfundamental depends on the particular fund
or series. If they are nonfundamental, 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.
 
   
REINVESTMENT OF DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
    
 
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.) We cannot substitute shares
of one fund for another without approval by the SEC. We will also notify you.
    
 
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 and flexible
premium deferred contracts, Multi-Fund-Registered Trademark- 3 and 4. For
periodic and flexible premium, Multi-Fund-Registered Trademark- 2 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.
    
 
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
distribution 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
 
12
<PAGE>
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 tax 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 NONRECURRING LUMP SUM PAYMENT TO PERIODIC
  PREMIUM DEFERRED CONTRACT
For a single premium deferred contract or a nonrecurring 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>
- ---------------------------------------------------
                         1  2 3 4 5 6 7 8+
Charge as a percent of
  proceeds withdrawn     7% 6 5 4 3 2 1 0
</TABLE>
 
Investment gains attributable to a nonrecurring 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 nonrecurring 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>
- ---------------------------------------------------
                         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. In addition, as explained
previously, an account charge will be deducted for a surrender on
Multi-Fund-Registered Trademark- 2 flexible premium contracts.
    
 
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 YEAR'S 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.
 
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 National
Association Securities Dealers, in no event will the aggregate surrender charges
under a contract exceed 8.5% 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
 
                                                                              13
<PAGE>
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.
 
For example, in certain circumstances, a holder of an annuity contract issued by
Lincoln Life may exchange it for a contract. In this circumstance, the surrender
charge applicable to such contract in the future will be calculated as if (i)
the date of purchase of the contract is the date the original annuity contract
was purchased and (ii) each PURCHASE PAYMENT had been made on the actual date of
such payment, whether under the annuity contract or the contract. An exchange of
an annuity contract for a contract may or may not be advantageous, based on all
of the circumstances, including a comparison of contractual terms and conditions
such as investment options and charges and deductions other than surrender
charges. Generally speaking, an exchange would not involve an exchange fee or be
subject to taxes. We may pay a commission to the agent assisting on the
exchange. Additional information on exchanges, as well as a copy of the
prospectus for the annuity contract, is available upon request.
 
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 annuitants receiving annuity payouts
live longer than we assumed when we calculated our guaranteed rates. We assume
this mortality risk through guaranteed annuity rates incorporated into the
contract which we cannot change. We also assume the risk that the charges for
administrative expenses, which, we cannot change, will be insufficient to cover
actual administrative costs.
    
 
   
If the mortality and expense risk 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%.
 
   
DEDUCTION FOR THE ENHANCED GUARANTEED MINIMUM DEATH BENEFIT (EGMDB)
    
 
   
When the EGMDB becomes effective, we will begin deducting from the VAA an
amount, computed daily, which is equal to an annual rate of 0.30% of the daily
net asset value. This charge will start at the beginning of the next VALUATION
PERIOD. This charge will continue for all future CONTRACT YEARS unless the owner
elects to discontinue the EGMDB. If the EGMDB is discontinued, the 0.30% annual
charge will stop at the end of the VALUATION PERIOD when the EGMDB is
terminated. See The contracts -- Death benefit before the annuity commencement
date.
    
 
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.
 
14
<PAGE>
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.
 
   
Once 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, the PURCHASE PAYMENT will be returned
immediately (unless you have authorized 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 nonrecurring 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 additional 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 COMMENCEMENT DATE,
the maturity date, the surrender of the contract, or payment of any DEATH
BENEFIT, whichever comes first.
    
 
VALUATION DATE
 
ACCUMULATION and ANNUITY UNITS will be valued once daily as of the close of
trading (currently 4:00 p.m., New York time) on each day that the NYSE 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, according 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, $1,000 under single
premium deferred contracts and $100 under flexible premium deferred contracts.
Upon allocation to a 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., New York time. If the
PURCHASE PAYMENT is received at or after 4:00 p.m., New York time, 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
 
PURCHASE PAYMENTS allocated to the VAA are converted into ACCUMULATION UNITS.
This is done by dividing each PURCHASE PAYMENT by the value of an ACCUMULATION
UNIT for the VALUATION PERIOD during which the PURCHASE PAYMENT is allocated to
the VAA. The ACCUMULATION UNIT value for each SUBACCOUNT was or will be
established at the inception of the SUBACCOUNT. It may increase or decrease from
VALUATION PERIOD to VALUATION PERIOD. The ACCUMULATION UNIT value for a
SUBACCOUNT for a later VALUATION PERIOD is determined as follows:
 
    (1) The total value of the fund or series shares held in the SUBACCOUNT is
        calculated by multiplying the number of fund or series shares owned by
        the SUBACCOUNT at the beginning of the VALUATION PERIOD by the net asset
        value per share of the fund or series at the end of the VALUATION
 
                                                                              15
<PAGE>
        PERIOD, and adding any dividend or other distribution of the fund or
        series if an ex-dividend date occurs during the VALUATION PERIOD; minus
 
    (2) The liabilities of the SUBACCOUNT at the end of the VALUATION PERIOD;
        these liabilities include daily charges imposed on the SUBACCOUNT, and
        may include a charge or credit with respect to any taxes paid or
        reserved for by us that we determine result from the operations of the
        VAA; and
 
    (3) Dividing the result by the number of SUBACCOUNT units outstanding at the
        beginning of the VALUATION PERIOD.
 
The daily charges imposed on a SUBACCOUNT for any VALUATION PERIOD are equal to
the daily mortality and expense risk charge multiplied by the number of calendar
days in the VALUATION PERIOD. Because a different daily charge is made for
contracts with the EGMDB than for those without, each of the two types of
contracts will have different corresponding ACCUMULATION UNIT values on any
given day.
 
TRANSFERS ON OR 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. 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 these 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. In order to prevent unauthorized or fraudulent telephone
transfers, we may require a CONTRACTOWNER to provide certain identifying
information before we will act upon their instructions. We may also assign the
CONTRACTOWNER a Personal Identification Number (PIN) to serve as identification.
We will not be liable for following telephone instructions we reasonably believe
are genuine. Telephone tranfer requests may be recorded and written confirmation
of all transfer requests will be mailed to the CONTRACTOWNER on the next
VALUATION DATE.
 
Telephone transfers will be processed on the VALUATION DATE that they are
received when they are received at our customer service center before 4:00 PM
New York time.
 
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) the sum of the percentages of the fixed value
transferred is limited to 25% of the value of the fixed side 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.
 
TRANSFERS AFTER 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, AFTER THE ANNUITY
COMMENCEMENT DATE, NO TRANSFERS ARE ALLOWED FROM THE FIXED SIDE OF THE CONTRACT
TO THE SUBACCOUNTS.
 
DEATH BENEFIT BEFORE THE ANNUITY COMMENCEMENT 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 and the enhanced
guaranteed minimum death benefit (EGMDB) is not in effect, a DEATH BENEFIT equal
to the CONTRACT VALUE will be paid to your designated BENEFICIARY.
    
 
An optional EGMDB is available for nonqualified, Roth IRA and IRA flexible
premium deferred annuity contracts, for ANNUITANTS up to age 75. (Please check
with your representative for availability to current CONTRACTOWNERS.) The EGMDB
will take effect on the VALUATION DATE when the EGMDB election form is approved
at our home office, if before 4:00 p.m. New York time. The OWNER may discontinue
the EGMDB at any time. If discontinued, the EGMDB will terminate on the
VALUATION DATE written notice is received at our home office, if before 4:00
p.m. New York time. If after 4:00 p.m. New York time, the EGMDB election or
termination will be
 
16
<PAGE>
   
effective with the next VALUATION DATE. The OWNER may not reelect the EGMDB once
it is discontinued. As of the annuity commencement date the EGMDB will be
discontinued and the charge for the EGMDB will stop. See Charges and other
deductions -- Deduction for the EGMDB.
    
 
If the ANNUITANT dies before the ANNUITY COMMENCEMENT DATE and the EGMDB is in
effect, the DEATH BENEFIT paid to your designated BENEFICIARY will be the
greater of:
 
1. the CONTRACT VALUE at the end of the VALUATION PERIOD when the death claim is
    approved for payment by LINCOLN LIFE, or
 
2. the higher of:
    (a) the CONTRACT VALUE at the end of the VALUATION PERIOD when the EGMDB
        becomes effective and;
 
    (b) the highest CONTRACT VALUE, at the end of the VALUATION PERIOD, on any
        contract anniversary date up to and including age 75 following election
        of the EGMDB;
 
increased by PURCHASE PAYMENTS and decreased by any withdrawals, annuitizations,
and premium taxes incurred after the contract anniversary or EGMDB effective
date the highest CONTRACT VALUE occurred.
 
The CONTRACT VALUE available upon death is the value of the contract at the end
of the VALUATION PERIOD during which the death claim is approved for payment by
LINCOLN LIFE. The approval of the death claim payment will occur after 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 EGMDB may not be elected on or after the ANNUITY COMMENCEMENT DATE.
 
At any time during a 60-day period 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 and the amount of the settlement is
$10,000 or more, a SecureLine-Registered Trademark- account will be established
in the name of the BENEFICIARY for that amount. If the lump sum amount is less
than $10,000, it will be sent to the BENEFICIARY. In either event, the proceeds
will be disbursed 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 at that time using
SecureLine-Registered Trademark- if the amount is $10,000 or more; if the amount
is under $10,000 it will be sent to the BENEFICIARY. This payment may be
postponed as permitted by the 1940 Act.
 
SecureLine-Registered Trademark- is an interest-bearing checking account
established in the name of the BENEFICIARY which is administered by State Street
Bank and Trust Company of Boston, MA. Once the SecureLine-Registered Trademark-
account is established, only the BENEFICIARY can authorize checks to be drawn on
the account.
 
ANNUITY PAYOUTS 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. Only the
spouse can be a joint owner on Multi-Fund-Registered Trademark- 4, flexible
premium deferred annuity contracts.
    
 
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 tax code, the cash surrender
value (CONTRACT VALUE less any applicable charges, fees, and taxes) 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 cash surrender value 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 tax 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.
    
 
                                                                              17
<PAGE>
SURRENDERS AND WITHDRAWALS
 
   
Before the ANNUITY COMMENCEMENT DATE, we will allow the surrender of the
CONTRACT or a withdrawal of the CONTRACT VALUE upon your written request,
subject to the rules below. A surrender/withdrawal after the ANNUITY
COMMENCEMENT DATE depends upon the annuity option selected.
    
 
   
The amount available upon surrender/withdrawal is the cash surrender value 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 written request at the home office.
The payment may be postponed as permitted by the 1940 Act. You may specify that
the charges be deducted from the amount you request withdrawn or from the
remaining CONTRACT VALUE.
    
 
   
Contract proceeds from the VAA will be paid within seven days, except (i) when
the NYSE is closed (except weekends and holidays); (ii) times when market
trading is restricted or the SEC declares an emergency, and we cannot value
units or the funds cannot redeem shares; or (iii) when the SEC so orders to
protect contract owners.
    
 
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 matters.
    
 
   
Special restrictions on surrenders/withdrawals apply if your contract is
purchased as part of a retirement plan of a public school system or Section
501(c)(3) organization under Section 403(b) of the tax code. Beginning January
1, 1989, in order for a contract to retain its tax-qualified status, Section
403(b) prohibits a withdrawal from a Section 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) 59 1/2 (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.
    
 
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.
 
   
DELAY OF PAYMENTS
    
 
   
Contract proceeds from the VAA will be paid within seven days, except (i) when
the NYSE is closed (except weekends and holidays); (ii) times when the market
trading is restricted or the SEC declares an emergency, and we cannot value
units or the funds cannot redeem shares; or (iii) when the SEC so orders to
protect CONTRACTOWNERS.
    
 
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. In the case of a qualified contract, 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 a surrender/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
 
   
For the flexible premium deferred annuity Multi-Fund-Registered Trademark- 2 and
3 contracts, the maximum commission which could be paid to dealers is equal to
5.25% on each PURCHASE PAYMENT; plus up to 0.10% of the value of PURCHASE
PAYMENTS in the VARIABLE ANNUITY ACCOUNT while the EGMDB is in effect. For
flexible premium deferred annuity Multi-Fund-Registered Trademark- 4 contracts,
the maximum commission which could be paid to dealers is equal to 4.50% on each
PURCHASE PAYMENT; plus an annual continuing commission up to .40% of the value
of the contract PURCHASE PAYMENTS invested for at least 15 months; plus up to
0.10% of the value of PURCHASE PAYMENTS in the VARIABLE ANNUITY ACCOUNT while
the EGMDB is in effect.
    
 
For the periodic premium deferred annuity contract, the maximum commission which
could be paid to dealers is 9% on the total PURCHASE PAYMENTS received during
the first CONTRACT YEAR and 5.25% on each PURCHASE PAYMENT in renewal CONTRACT
YEARS (or an equivalent schedule).
 
18
<PAGE>
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 used for qualified plans 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 1-800-4LINCOLN
(454-6265).
 
ANNUITY PAYOUTS
 
   
When you apply for a contract, you may select any ANNUITY COMMENCEMENT DATE
permitted by law. (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 tax code] and qualified
annuity plans [described in Section 403(a) of the tax 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 ANNUITY WITH GUARANTEED PERIOD. This option guarantees periodic
payouts during a guaranteed period, usually 10 or 20 years, and then continues
throughout the lifetime of the ANNUITANT. The guaranteed period is selected by
the CONTRACTOWNER.
    
 
JOINT LIFE 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 LIFE ANNUITY WITH GUARANTEED PERIOD. This option guarantees periodic
payouts during a guaranteed period, usually 10 or 20 years, and continues during
the joint lifetime of the ANNUITANT and a designated joint annuitant. The
payouts continue during the lifetime of the survivor. The guaranteed period is
selected by the CONTRACTOWNER.
    
 
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.
 
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 death claim is approved for payment by the home office.
 
   
GENERAL INFORMATION
    
 
   
Under the options listed above, you may not make withdrawals. Other options may
be made available by us. Options are only available to the extent they are
consistent with the requirements of the contract and Section 72(s) of the tax
code, if applicable. The mortality and expense risk charge will be assessed on
all variable ANNUITY PAYOUTS, including options that do not have a life
contingency and therefore no mortality risk.
    
 
The ANNUITY COMMENCEMENT DATE is usually on or before the ANNUITANT'S 85th
birthday; however you may change the ANNUITY COMMENCEMENT DATE, change the
annuity option, or change the allocation of the investment among SUBACCOUNTS up
to 30 days before the 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
 
                                                                              19
<PAGE>
sum, the BENEFICIARY may choose any ANNUITY PAYOUT option.
 
Unless you select another option, the contract automatically provides for a life
with a 10 year guaranteed period annuity (on a fixed, variable or combination
fixed and variable basis, in proportion to the account allocation at the time of
annuitization), except when a joint life 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 (or surviving ANNUITANT'S death in
the case of a joint life annuity) 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 tax code, if applicable.
    
 
VARIABLE ANNUITY PAYOUTS
Variable ANNUITY PAYOUTS will be determined using:
 
1. The CONTRACT VALUE on 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 contract 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. If the actual net investment rate (annualized) excceds 5%, the annuity
payout will increase at a rate proportional to the amount of such excess.
Conversely, if the actual rate is less than 5% annuity payments will decrease.
There is a more complete explanation of this calculation in the SAI.
    
 
   
FEDERAL TAX MATTERS
    
 
   
INTRODUCTION
    
   
The Federal income tax treatment of the CONTRACT is complex and sometimes
uncertain. The Federal income tax rules may vary with your particular
circumstances. This discussion DOES NOT include all the Federal income tax rules
that may affect you and your contract. This discussion also DOES NOT address
other Federal tax consequences, or state or local tax consequences, associated
with the contract. As a result, you should always consult a tax adviser about
the application of tax rules to your individual situation.
    
 
   
TAXATION OF NONQUALIFIED ANNUITIES
    
   
This part of the discussion describes some of the Federal income tax rules
applicable to nonqualified annuities. A nonqualified annuity is a contract not
issued in connection with a qualified retirement plan receiving special tax
treatment under the tax code, such as an IRA or a section 403(b) plan.
    
 
   
TAX DEFERRAL ON EARNINGS
    
   
The Federal income tax law generally does not tax any increase in your CONTRACT
VALUE until you receive a contract distribution. However, for this general rule
to apply, certain requirements must be satisfied:
    
 
   
- - An individual must own the contract (or the tax law must treat the contract as
  owned by an individual).
    
 
   
- - The investments of the VAA must be "adequately diversified" in accordance with
  IRS regulations.
    
 
   
- - Your right to choose particular investments for a contract must be limited.
    
 
   
- - The ANNUITY COMMENCEMENT DATE must not occur near the end of the ANNUITANT'S
  life expectancy.
    
 
   
CONTRACTS NOT OWNED BY AN INDIVIDUAL
    
   
If a contract is owned by an entity (rather than an individual) the tax code
generally does not treat it as an annuity contract for Federal income tax
purposes. This means that the entity owning the contract pays tax currently on
the excess of the CONTRACT VALUE over the purchase payments for the contract.
Examples of contracts where the owner pays current tax on the contract's
earnings are contracts issued to a corporation or a trust. Exceptions to this
rule exist. For example, the tax code treats a contract as owned by an
individual if the named owner is a trust or other entity that holds the contract
as an agent for an individual. However, this exception does not apply in the
case of any employer that owns a contract to provide deferred compensation for
its employees.
    
 
   
INVESTMENTS IN THE VAA MUST BE DIVERSIFIED
    
   
For a contract to be treated as an annuity for Federal income tax purposes, the
investments of the VAA must be "adequately diversified." IRS regulations define
standards for determining whether the investments of the VAA are adequately
diversified. If the VAA fails to comply with these diversification standards,
you could be required to pay tax currently on the excess of the CONTRACT VALUE
over the contract purchase payments. Although WE do not control the investments
of the underlying investment options, we expect that the underlying investment
options will comply with the IRS
    
 
20
<PAGE>
   
regulations so that the VAA will be considered "adequately diversified."
    
 
   
RESTRICTIONS
    
   
Federal income tax law limits your right to choose particular investments for
the contract. Because the I.R.S. has not issued guidance specifying those
limits, the limits are uncertain and your right to allocate CONTRACT VALUES
among the SUBACCOUNTS may exceed those limits. If so, you would be treated as
the owner of the assets of the VAA and thus subject to current taxation on the
income and gains from those assets. WE do not know what limits may be set by the
I.R.S. in any guidance that it may issue and whether any such limits will apply
to existing contracts. WE reserve the right to modify the contract without your
consent to try to prevent the tax law from considering you as the owner of the
assets of the VAA.
    
 
   
AGE AT WHICH ANNUITY PAYOUTS BEGIN
    
   
Federal income tax rules do not expressly identify a particular age by which
ANNUITY PAYOUTS must begin. However, those rules do require that an annuity
contract provide for amortization, through ANNUITY PAYOUTS, of the contract's
PURCHASE PAYMENTS and earnings. If ANNUITY PAYOUTS under the contract begin or
are scheduled to begin on a date past the ANNUITANT'S 85th birthday, it is
possible that the tax law will not treat the contract as an annuity for Federal
income tax purposes. In that event, you would be currently taxable on the excess
of the CONTRACT VALUE over the purchase payments of the contract.
    
 
   
TAX TREATMENT OF PAYMENTS
    
   
We make no guarantees regarding the tax treatment of any contract or of any
transaction involving a contract. However, the rest of this discussion assumes
that your contract will be treated as an annuity for Federal income tax purposes
and that the tax law will not tax any increase in your CONTRACT VALUE until
there is a distribution from your contract.
    
 
   
TAXATION OF WITHDRAWALS AND SURRENDERS
    
 
   
You will pay tax on withdrawals to the extent your CONTRACT VALUE exceeds your
purchase payments in the contract. This income (and all other income from your
contract) is considered ordinary income. A higher rate of tax is paid on
ordinary income than on capital gains. You will pay tax on a surrender to the
extent the amount you receive exceeds your purchase payments. In certain
circumstances your purchase payments are reduced by amounts received from your
contract that were not included in income.
    
 
   
TAXATION OF ANNUITY PAYOUTS
    
 
   
The tax code imposes tax on a portion of each ANNUITY PAYOUT (at ordinary income
tax rates) and treats a portion as a nontaxable return of your purchase payments
in the contract. WE will notify you annually of the taxable amount of your
ANNUITY PAYOUT. Once you have recovered the total amount of the purchase payment
in the contract, you will pay tax on the full amount of your ANNUITY PAYOUTS. If
ANNUITY PAYOUTS end because of the ANNUITANT'S death and before the total amount
of the purchase payments in the contract has been received, the amount not
received generally will be deductible.
    
 
   
TAXATION OF DEATH BENEFITS
    
 
   
WE may distribute amounts from your contract because of the death of a
CONTRACTOWNER or an ANNUITANT. The tax treatment of these amounts depends on
whether you or the ANNUITANT dies before or after the ANNUITY COMMENCEMENT DATE.
    
 
   
- - Death prior to the ANNUITY COMMENCEMENT DATE--
    
 
   
    -  If the beneficiary receives DEATH BENEFITS under an ANNUITY PAYOUT
        OPTION, they are taxed in the same manner as annuity payouts.
    
 
   
    -  If the beneficiary does not receive DEATH BENEFITS under an ANNUITY
        PAYOUT OPTION, they are taxed in the same manner as a withdrawal.
    
 
   
- - Death after the ANNUITY COMMENCEMENT DATE--
    
 
   
    -  If death benefits are received in accordance with the existing ANNUITY
        PAYOUT OPTION, they are excludible from income if they do not exceed the
        purchase payments not yet distributed from the contract. All ANNUITY
        PAYOUTS in excess of the purchase payments not previously received are
        includible in income.
    
 
   
    -  If death benefits are received in a lump sum, the tax law imposes tax on
        the amount of death benefits which exceeds the amount of purchase
        payments not previously received.
    
 
   
PENALTY TAXES PAYABLE ON WITHDRAWALS, SURRENDERS, OR ANNUITY PAYOUTS
    
 
   
The tax code may impose a 10% penalty tax on any distribution from your contract
which you must include in your gross income. The 10% penalty tax does not apply
if one of several exceptions exists. These exceptions include withdrawals,
surrenders, or ANNUITY PAYOUTS that:
    
 
   
    -  you receive on or after you reach age 59 1/2,
    
 
   
    -  you receive because you became disabled (as defined in the tax law),
    
 
   
    -  a beneficiary receives on or after your death, or
    
 
   
    -  you receive as a series of substantially equal periodic payments for your
        life (or life expectancy).
    
 
                                                                              21
<PAGE>
   
SPECIAL RULES IF YOU OWN MORE THAN ONE ANNUITY CONTRACT
    
 
   
In certain circumstances, you must combine some or all of the nonqualified
annuity contracts you own in order to determine the amount of an ANNUITY PAYOUT,
a surrender, or a withdrawal that you must include in income. For example, if
you purchase two or more deferred annuity contracts from the same life insurance
company (or its affiliates) during any calendar year, the tax code treats all
such contracts as one contract. Treating two or more contracts as one contract
could affect the amount of a surrender, a withdrawal or an ANNUITY PAYOUT that
you must include in income and the amount that might be subject to the penalty
tax described above.
    
 
   
LOANS AND ASSIGNMENTS
    
 
   
Except for certain qualified contracts, the tax code treats any amount received
as a loan under a contract, and any assignment or pledge (or agreement to assign
or pledge) any portion of your CONTRACT VALUE, as a withdrawal of such amount or
portion.
    
 
   
GIFTING A CONTRACT
    
 
   
If you transfer ownership of your contract to a person other than your spouse
(or to your former spouse incident to divorce), and receive a payment less than
your contract's value, you will pay tax on your CONTRACT VALUE to the extent it
exceeds your purchase payments not previously received. The new owner's purchase
payments in the contract would then be increased to reflect the amount included
in your income.
    
 
   
CHARGES FOR A CONTRACT'S DEATH BENEFIT
    
 
   
Your contract may have an EGMDB, for which you pay an annual charge, computed
daily. It is possible that the tax law may treat all or a portion of the EGMDB
charge as a contract withdrawal.
    
 
   
LOSS OF INTEREST DEDUCTION
    
 
   
After June 8, 1997 if a contract is issued to a taxpayer that is not an
individual, or if a contract is held for the benefit of an entity, the entity
will lose a portion of its deduction for otherwise deductible interest expenses.
This disallowance does not apply if you pay tax on the annual increase in the
CONTRACT VALUE. Entities that are considering purchasing a contract, or entities
that will benefit from someone else's ownership of a contract, should consult a
tax advisor.
    
 
   
QUALIFIED RETIREMENT PLANS
    
 
   
We also designed the contracts for use in connection with certain types of
retirement plans that receive favorable treatment under the tax code. Contracts
issued to or in connection with a qualified retirement plan are called
"qualified contracts." We issue contracts for use with different types of
qualified plans. The Federal income tax rules applicable to those plans are
complex and varied. As a result, this Prospectus does not attempt to provide
more than general information about use of the contract with the various types
of qualified plans. Persons planning to use the contract in connection with a
qualified plan should obtain advice from a competent tax advisor.
    
 
   
TYPES OF QUALIFIED CONTRACTS AND TERMS OF CONTRACTS
    
 
   
Currently, we issue contracts in connection with the following types of
qualified plans:
    
 
   
    -  Individual Retirement Accounts and Annuities ("Traditional IRAs")
    
 
   
    -  Roth IRAs
    
 
   
    -  Rollover IRAs
    
 
   
    -  Simplified Employee Pensions ("SEPs")
    
 
   
    -  Savings Incentive Matched Plan for Employees ("SIMPLE 401(k) plans")
    
 
   
    -  Public school system and tax-exempt organization annuity plans ("403(b)
        plans)
    
 
   
    -  Qualified corporate employee pension and profit-sharing plans ("401(a)
        plans") and qualified annuity plans ("403(a) plans")
    
 
   
    -  Self-employed individual plans ("H.R. 10 plans" or "Keogh Plans")
    
 
   
    -  Deferred compensation plans of state and local governments and tax-exempt
        organizations ("457 plans").
    
 
   
We may issue a contract for use with other types of qualified plans in the
future.
    
 
   
We will amend contracts to be used with a qualified plan as generally necessary
to conform to tax law requirements for the type of plan. However, the rights of
a person to any qualified plan benefits may be subject to the plan's terms and
conditions, regardless of the contract's terms and conditions. In addition, we
are not bound by the terms and conditions of qualified plans to the extent such
terms and conditions contradict the contract, unless we consent.
    
 
   
TAX TREATMENT OF QUALIFIED CONTRACTS
    
 
   
The Federal income tax rules applicable to qualified plans and qualified
contracts vary with the type of plan and contract. For example,
    
 
   
    -  Federal tax rules limit the amount of PURCHASE PAYMENTS that can be made,
        and the tax deduction or exclusion that may be allowed for the PURCHASE
        PAYMENTS. These limits vary depending on the type of qualified plan and
        the plan participant's specific circumstances, E.G., the participant's
        compensation.
    
 
   
    -  Under most qualified plans, E.G., 403(b) plans and Traditional IRAs, the
        annuitant must begin receiving payments from the contract in certain
        minimum amounts by a certain age, typically
    
 
22
<PAGE>
   
        age 70 1/2. However, these "minimum distribution rules" do not apply to
        a Roth IRA.
    
 
   
    -  Loans are allowed under certain types of qualified plans, but Federal
        income tax rules prohibit loans under other types of qualified plans.
        For example, Federal income tax rules permit loans under some section
        403(b) plans, but prohibit loans under Traditional and Roth IRAs. If
        allowed, loans are subject to a variety of limitations, including
        restrictions as to the loan amount, the loan's duration, and the manner
        of repayment. Your contract or plan may not permit loans.
    
 
   
TAX TREATMENT OF PAYMENTS
    
 
   
Federal income tax rules generally include distributions from a qualified
contract in the recipient's income as ordinary income. These taxable
distributions will include purchase payments that were deductible or excludible
from income. Thus, under many qualified contracts the total amount received is
included in income since a deduction or exclusion from income was taken for
purchase payments. There are exceptions. For example, you do not include amounts
received from a Roth IRA in income if certain conditions are satisfied.
    
 
   
Failure to comply with the minimum distribution rules applicable to certain
qualified plans, such as Traditional IRAs, will result in the imposition of an
excise tax. This excise tax generally equals 50% of the amount by which a
minimum required distribution exceeds the actual distribution from the qualified
plan.
    
 
   
FEDERAL PENALTY TAXES PAYABLE ON DISTRIBUTIONS
    
 
   
The tax code may impose a 10% penalty tax on the amount received from the
qualified contract that must be included in income. The tax code does not impose
the penalty tax if one of several exceptions applies. The exceptions vary
depending on the type of qualified contract you purchase. For example, in the
case of an IRA, exceptions provide that the penalty tax does not apply to a
withdrawal, surrender, OR ANNUITY PAYOUT:
    
 
   
    -  received on or after the annuitant reaches age 59 1/2,
    
 
   
    -  received on or after the annuitant's death or because of the annuitant's
        disability (as defined in the tax law),
    
 
   
    -  received as a series of substantially equal periodic payments for the
        annuitant's life (or life expectancy), or
    
 
   
    -  received as reimbursement for certain amounts paid for medical care.
    
 
   
These exceptions, as well as certain others not described here, generally apply
to taxable distributions from other qualified plans. However, the specific
requirements of the exception may vary.
    
 
   
TRANSFERS AND DIRECT ROLLOVERS
    
 
   
In many circumstances, money may be moved between qualified contracts and
qualified plans by means of a rollover or a transfer. Special rules apply to
such rollovers and transfers. If the applicable rules are not followed, you may
suffer adverse Federal income tax consequences, including paying taxes which
might not otherwise have had to be paid. A qualified advisor should always be
consulted before you move or attempt to move funds between any qualified plan or
contract and another qualified plan or contract.
    
 
   
The direct rollover rules apply to certain payments (called "eligible rollover
distributions") from section 401(a) plans, section 403(a) or (b) plans, HR 10
plans, and contracts used in connection with these types of plans. (The direct
rollover rules do not apply to distributions from IRAs or section 457 plans).
The direct rollover rules require that WE withhold Federal income tax equal to
20% of the eligible rollover distribution from the distribution amount, unless
you elect to have the amount directly transferred to certain qualified plans or
contracts. Before we send a rollover distribution, we will provide the recipient
with a notice explaining these requirements and how the 20% withholding can be
avoided by electing a direct rollover.
    
 
   
THE EGMDB AND IRAS
    
 
   
Pursuant to IRS regulations, IRAs may not invest in life insurance contracts. We
do not believe that these regulations prohibit the EGMDB from being provided
under the contracts when we issue the contracts as Traditional IRAs or Roth
IRAs. However, the law is unclear and it is possible that the presence of the
EGMDB under a contract issued as a Traditional or Roth IRA could result in
increased taxes to you.
    
 
   
FEDERAL INCOME TAX WITHHOLDING
    
 
   
We will withhold and remit to the IRS a part of the taxable portion of each
distribution made under a contract unless the distributee notifies us at or
before the time of the distribution that tax is not to be withheld. In certain
circumstances, Federal income tax rules may require us to withhold tax. At the
time a withdrawal, surrender, or ANNUITY PAYOUT is requested, we will give the
recipient an explanation of the withholding requirements.
    
 
   
TAX STATUS OF LINCOLN LIFE
    
 
   
Under existing Federal income tax laws, LINCOLN LIFE does not pay tax on
investment income and realized capital gains of the VAA. LINCOLN LIFE does not
expect that it will incur any Federal income tax liability on the income and
gains earned by the VAA. We, therefore, do not impose a charge for Federal
income taxes. If Federal income tax law changes and we must pay tax on some or
all of the income and gains earned by the VAA, we may impose a charge against
the VAA to pay the taxes.
    
 
                                                                              23
<PAGE>
   
CHANGES IN THE LAW
    
 
   
The above discussion is based on the tax code, IRS regulations, and
interpretations existing on the date of this Prospectus. However, Congress, the
IRS, and the courts may modify these authorities, sometimes retroactively.
    
 
VOTING RIGHTS
 
   
As required by law, we will vote the fund shares held in the VAA at meetings of
shareholders of the funds. The voting will be done according to the instructions
of CONTRACTOWNERS that have interests in any SUBACCOUNTS which invest in the
funds. 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 the CONTRACTOWNER has the right to cast will be
determined by applying the CONTRACTOWNER'S 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.
    
 
   
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.
    
 
   
Whenever a shareholders meeting is called, we will furnish CONTRACTOWNERS with a
voting interest in a SUBACCOUNT with proxy voting materials, reports, and voting
instruction forms. Since the funds engage in shared funding, other persons or
entities besides LINCOLN LIFE may vote fund shares.
    
 
DISTRIBUTION OF THE
CONTRACTS
 
   
We are the distributor and principal underwriter of the contracts. They will be
sold by registered representatives who have been licensed by state insurance
departments. The contracts will also be sold by broker-dealers who generally
have been licensed by state insurance departments (or such broker-dealers have
made other arrangements to comply with state insurance laws) 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 Securities 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 prepaid, 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
side 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 account charge 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
Department of Insurance 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.
 
Accordingly, participants in the ORP will be required to obtain a certificate of
termination from their employer(s) before accounts can be redeemed.
 
24
<PAGE>
RECORDS AND REPORTS
 
As presently required by the 1940 Act and applicable regulations, we are
responsible for maintaining 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 the 1940 Act or any other applicable law or regulation. We have
entered into an agreement with the Delaware Service Company, Inc., 2005 Market
Street, Philadelphia, PA 19203, to provide accounting services to the VAA.
 
OTHER INFORMATION
 
   
A Registration Statement has been filed with the SEC, under the Securities Act
of 1933 as amended, for the contracts being offered by this Prospectus. 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), the Boards of
Directors of the funds involved will monitor for any material conflicts and
determine what action, if any, should be taken. If it becomes necessary for any
separate account to replace shares of any fund or series with another
investment, that fund or series may have to liquidate securities on a
disadvantageous basis. 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.
 
   
We are a member of the Insurance Marketplace Standards Association ("IMSA") and
may include the IMSA logo and information about IMSA membership in our
advertisements. Companies that belong to IMSA subscribe to a set of ethical
standards covering the various aspects of sales and services for individually
sold life insurance and annuities.
    
 
PREPARING FOR YEAR 2000
 
   
Many existing computer programs use only two digits in the date field to
identify the year. If left uncorrected these programs, which were designed and
developed without considering the impact of the upcoming change in the century,
could fail to operate or could produce erroneous results when processing dates
after December 31, 1999. For example, for a bond with a stated maturity date of
July 1, 2000, a computer program could read and store the maturity date as July
1, 1900. This problem is known by many names, such as the "Year 2000 Problem",
"Y2K", and the "Millenium Bug".
    
 
   
The Year 2000 Problem affects virtually all computer programs worldwide. It can
cause a computer system to suddenly stop operating. It can also result in a
computer corrupting vital company records, and the problem could go undetected
for a long time. For our products, if left unchecked it could cause such
problems as
    
 
                                                                              25
<PAGE>
   
PURCHASE PAYMENT collection and deposit errors; claim payment difficulties;
accounting errors; erroneous unit values; and difficulties or delays in
processing transfers, surrenders and withdrawals. In a worst case scenario, this
could result in a material disruption to the operations both of LINCOLN LIFE and
of Delaware Service Company (Delaware), the provider of the accounting and
valuation services for the VAA.
    
 
   
However, both companies are wholly owned by Lincoln National Corporation (LNC),
which has had Year 2000 processes in place since 1996. LNC projects aggregate
expenditures in excess of $92 million for its Y2K efforts through the year 2000.
Both LINCOLN LIFE and Delaware have dedicated Year 2000 teams and steering
committees that are answerable to their counterparts in LNC.
    
 
   
In light of the potential problems discussed above, LINCOLN LIFE, as part of its
Year 2000 updating process, has assumed responsibility for correcting all
high-priority Information Technology (IT) systems which service the VAA.
Delaware is responsible for updating all its high-priority IT systems to support
these vital services. The Year 2000 effort, for both IT and non-IT systems, is
organized into four phases:
    
 
   
- - awareness-raising and inventory of all assets (including third-party agent and
  vendor relationships)
    
 
   
- - assessment and high-level planning and strategy
    
 
   
- - remediation of affected systems and equipment; and
    
 
   
- - testing to verify Year 2000 readiness.
    
 
   
Both companies are currently on schedule to have their high-priority IT systems
remediated and tested to demonstrate readiness by June 30, 1999. During the
third and fourth quarters of 1999 additional testing of the environment will
continue. Both companies are currently on schedule to have their high-priority
non-IT systems (elevators, heating and ventilation, security systems, etc.)
remediated and tested by October 31, 1999.
    
 
   
The work on Year 2000 issues has not suffered significant delays; however, some
uncertainty remains. Specific factors that give rise to this uncertainty include
(but are certainly not limited to) a possible loss of technical resources to
perform the work; failure to identify all susceptible systems; and
non-compliance by third parties whose systems and operations impact LINCOLN
LIFE. In a report dated February 26, 1999, entitled, INVESTIGATING THE IMPACT OF
THE YEAR 2000 TECHNOLOGY PROBLEM, S. Prt. 106-10, the U.S. Senate Special
Committee on the Year 2000 Technology Problem expressed its concern that
"Financial services firms...are particularly vulnerable to...the risk that a
material customer or business partner will fail, as a result of the computer
problems, to meet its obligations".
    
 
   
One important source of uncertainty is the extent to which the key trading
partners of LINCOLN LIFE and of Delaware will be successful in their own
remediation and testing efforts. LINCOLN LIFE and Delaware have been monitoring
the progress of their trading partners; however, the efforts of these partners
are beyond our control.
    
 
   
LINCOLN LIFE and Delaware expect to have completed their necessary remediation
and testing efforts prior to December 31, 1999. However, given the nature and
complexity of the problem, there can be no guarantee by either company that
there will not be significant computer problems after December 31, 1999.
    
 
   
LEGAL PROCEEDINGS
    
 
   
LINCOLN LIFE is involved in various pending or threatened legal proceedings
arising from the conduct of its business. Most of those proceedings are routine
and in the ordinary course of business. In some instances they include claims
for unspecified or substantial punitive damages and similar types of relief in
addition to amounts for equitable relief. After consultation with legal counsel
and a review of available facts, it is management's opinion that the ultimate
liability, if any, under these suits will not have a material adverse effect on
the financial position of LINCOLN LIFE.
    
 
   
LINCOLN LIFE is presently defending three lawsuits in which Plaintiffs seek to
represent national classes of policyholders in connection with alleged fraud,
breach of contract and other claims relating to the sale of interest-sensitive
universal and participating whole life insurance policies. As of the date of
this prospectus, the courts have not certified a class in any of the suits.
Plaintiffs seek unspecified damages and penalties for themselves and on behalf
of the putative class. Although the relief sought in these cases is substantial,
the cases are in the preliminary stages of litigation, and it is premature to
make assessments about potential loss, if any. Management is defending these
suits vigorously. The amount of liability, if any, which may ultimately arise as
a result of these suits cannot be reasonably determined at this time.
    
 
26
<PAGE>
   
STATEMENT OF ADDITIONAL
INFORMATION TABLE OF
CONTENTS FOR THE VAA
    
 
ITEM
- --------------------------------------------------
General information and history of Lincoln Life
 
Special terms
 
Services
 
Purchase of securities being offered
 
Underwriters
 
   
Calculation of investment results
    
 
For a free copy of the SAI please see page one of this booklet.
ITEM
- --------------------------------------------------
Annuity payouts
 
   
Federal tax matters
    
 
   
Determination of accumulation and annuity unit value
    
 
Advertising and sales literature/graphics
 
Financial statements
 
                                                                              27
<PAGE>
THIS PAGE WAS INTENTIONALLY LEFT BLANK.
 
28
<PAGE>
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, 1999.
You may obtain a copy of the VAA Prospectus on request and without charge.
Please
write the Lincoln National Life Insurance Company, P.O. Box 2340, Fort Wayne,
Indiana 46801
or call 1-800-4LINCOLN (454-6265).
    
 
TABLE OF CONTENTS
   
<TABLE>
<CAPTION>
                                              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 INVESTMENT RESULTS                  B-2
- --------------------------------------------
 
<CAPTION>
                                                PAGE
- -------------------------------------------------------
<S>                                           <C>
 
ANNUITY PAYOUTS                                    B-6
- --------------------------------------------
FEDERAL TAX MATTERS                                B-7
- --------------------------------------------
DETERMINATION OF ACCUMULATION AND
ANNUITY UNIT VALUE                                 B-10
- --------------------------------------------
ADVERTISING AND SALES
LITERATURE/GRAPHICS                                B-10
- --------------------------------------------
ADVERTISING AND SALES LITERATURE/ GRAPHICS         B-12
- --------------------------------------------
FINANCIAL STATEMENTS                               B-12
- --------------------------------------------
</TABLE>
    
 
   
THIS SAI IS NOT A PROSPECTUS.
    
 
   
The date of this SAI is May 1, 1999.
    
 
                                                                             B-1
<PAGE>
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 LNC, 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
 
INDEPENDENT AUDITORS
 
   
The financial statements of the VAA and the statutory-basis financial statements
of LINCOLN LIFE appearing in this SAI and Registration Statement have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
reports which also appear elsewhere in this document and in the Registration
Statement. The financial statements audited by Ernst & Young LLP have been
included in this document in reliance on their reports given on their authority
as experts in accounting and auditing.
    
 
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. We have
entered into an agreement with Delaware Service Co., 2005 Market Street,
Philadelphia, PA 19203, to provide accounting services to the VAA.
 
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. However, under certain limited circumstances described in the Prospectus
under the section Charges and other deductions, the CONTRACT and/or the
SURRENDER CHARGES may be waived.
 
   
There are exchange privileges between SUBACCOUNTS, and between the VAA and
LINCOLN LIFE'S General Account (See The Contracts -- Transfer 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 ANNUITY 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 ANNUITY CONTRACTS. We
may not offer a contract continuously or in every state. LINCOLN LIFE retains no
underwriting commissions from the sale of the VARIABLE ANNUITY CONTRACTS.
 
   
CALCULATION OF INVESTMENT RESULTS
    
 
   
A. MONEY MARKET FUND SUBACCOUNTS:
    
 
   
    1.  Seven-day yield: 2.89% including EGMDB, 3.16% not including EGMDB
        Length of base period used in computing the yield: 7 days
        Last Day in the base period: December 31, 1998
    
 
   
    2.  The yield reported above and in the table of condensed financial
        information in the Prospectus is determined by calculating the change in
        unit value for the base period (the 7-day period ended December 31,
        1998); 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
    
 
B-2
<PAGE>
        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.
    
 
   
The tables below set out performance data for each of the SUBACCOUNTS for
CONTRACTS with and without the EGMDB.
    
 
   
AVERAGE ANNUAL TOTAL RETURN
PERIOD ENDED DECEMBER 31, 1998
CONTRACTS WITH EGMDB
    
 
   
<TABLE>
<CAPTION>
                                         1-YEAR  5-YEARS 10-YEARS
<S>                                      <C>     <C>    <C>
- ----------------------------------------------------------------
Bond
Commenced Activity on December 21, 1981   -0.56%  4.62%    7.66%
- ---------------------------------------
Growth and Income
Commenced Activity on December 21, 1981    9.23  18.82    15.54
- ---------------------------------------
International
Commenced Activity on May 1, 1991          4.07   6.11     6.79*
- ---------------------------------------
Managed
Commenced Activity on April 29, 1983       2.31  11.90    11.30
- ---------------------------------------
Global Asset Allocation
Commenced Activity on August 3, 1987       3.02  11.27    11.35
- ---------------------------------------
Social Awareness
Commenced Activity on May 2, 1988          8.83  22.35    18.43
- ---------------------------------------
Special Opportunities
Commenced Activity on December 21, 1981   -3.07  13.87    15.12
- ---------------------------------------
Aggressive Growth
Commenced Activity on January 3, 1994    -14.86   6.74*     N/A
- ---------------------------------------
Capital Appreciation
Commenced Activity on January 3, 1994     25.22  18.31*     N/A
- ---------------------------------------
Equity-Income
Commenced Activity on January 3, 1994      2.32  16.44*     N/A
- ---------------------------------------
Trend
Commenced Activity on May 1, 1996          5.33   8.63*     N/A
- ---------------------------------------
Delaware Growth & Income
(formerly Decatur Total Return)
Commenced Activity on May 1, 1996          1.07  15.47*     N/A
- ---------------------------------------
Global Bond
Commenced Activity on May 1, 1996         -2.14   2.89*     N/A
- ---------------------------------------
</TABLE>
    
 
   
* The lifetime of the SUBACCOUNT is less than the complete time period
indicated.
    
 
                                                                             B-3
<PAGE>
   
AVERAGE ANNUAL TOTAL RETURN
PERIOD ENDED DECEMBER 31, 1998
CONTRACTS WITHOUT EGMDB
    
 
   
<TABLE>
<CAPTION>
                                         1-YEAR  5-YEARS 10-YEARS
<S>                                      <C>     <C>     <C>
- -----------------------------------------------------------------
Bond
Commenced Activity on December 21, 1981   -0.25%   4.93%    7.99%
- ---------------------------------------
Growth and Income
Commenced Activity on December 21, 1981    9.56   19.18    15.89
- ---------------------------------------
International
Commenced Activity on May 1, 1991          4.39    6.43     7.67*
- ---------------------------------------
Managed
Commenced Activity on April 29, 1983       2.62   12.24    11.63
- ---------------------------------------
Global Asset Allocation
Commenced Activity on August 3, 1987       3.33   11.61    11.68
- ---------------------------------------
Social Awareness
Commenced Activity on May 2, 1988          9.16   22.72    18.79
- ---------------------------------------
Special Opportunities
Commenced Activity on December 21, 1981   -2.77   13.71    15.47
- ---------------------------------------
Aggressive Growth
Commenced Activity on January 3, 1994    -14.60    7.53*     N/A
- ---------------------------------------
Capital Appreciation
Commenced Activity on January 3, 1994     25.61   18.77*     N/A
- ---------------------------------------
Equity-Income
Commenced Activity on January 3, 1994      2.63   17.11*     N/A
- ---------------------------------------
Trend Series
Commenced Activity on May 1, 1996          5.64    8.94*     N/A
- ---------------------------------------
Delaware Growth & Income
(formerly Decatur Total Return)
Commenced Activity on May 1, 1996          1.37   15.79*     N/A
- ---------------------------------------
Global Bond Series
Commenced Activity on May 1, 1996         -1.84    3.19*     N/A
- ---------------------------------------
</TABLE>
    
 
   
* The lifetime of this SUBACCOUNT is less than the complete period indicated.
The performance shown is for the period from commencement of investment
activity.
    
 
B-4
<PAGE>
   
The length of the periods and the last day of each period used in the above
table are set out in the table headings. 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 nonrecurring 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 tables
above relate to the contract form containing the highest level of charges.
 
2.  NONSTANDARDIZED 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 three years and more. Monthly, year-to-date and
yearly performance are computed on a cumulative basis; performance for a
three-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. The calculation reflects the mortality and expense
risk fees under the CONTRACTS and the management fees and other expenses of the
fund and series. The calculation does not include surrender charges or the
account charge, which, if included, would decrease the performance.
 
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 first table below sets out performance data for each of the SUBACCOUNTS for
CONTRACTS without the EGMDB. The second table below sets out hypothetical
performance data for each of the SUBACCOUNTS for CONTRACTS with the EGMDB. The
hypothetical performance shown in the second table is based on the actual
performance of the SUBACCOUNTS, but reflects the charges that hypothetically
would have been made had the EGMDB been available under the CONTRACTS for the
period indicated.
 
   
The tables below set 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 three-year period. For all
quotations except 2), the end of the base period is December 31, 1998. For
quotation 2, the end of the base period is November 30, 1998. (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 VAA may advertise by
quotations with base periods of more than three years. These will be calculated
in an identical manner to the method used to calculate the quotation for the
three-year period; the only difference is that the base period utilized in the
formula will be longer.
    
 
                                                                             B-5
<PAGE>
NONSTANDARDIZED PERFORMANCE DATA
SUBACCOUNTS OF ACCOUNT C (CONTRACTS WITHOUT EGMDB)
 
   
<TABLE>
<CAPTION>
TYPE OF
PERFORMANCE                      SUBACCOUNT
DATA                AG      B       CA     EI      GAA    GI      I      M
<S>                 <C>     <C>     <C>    <C>     <C>    <C>     <C>    <C>
- ------------------------------------------------------------------------------
Monthly
(12/31/98)            9.03%   0.23% 16.33%   3.10%  4.23%   6.79%  0.89%  3.60%
Year-to-Date
(11/30/98)          -14.82    8.22  17.41    8.25   7.81   11.56  12.52   7.72
Yearly
(12/31/98)           -7.13    8.47  36.58   11.61  12.37   19.14  13.51  11.59
3-Year Annualized     9.43    5.92  25.77   19.94  14.94   22.26   9.03  14.38
</TABLE>
    
 
   
<TABLE>
<CAPTION>
TYPE OF
PERFORMANCE                     SUBACCOUNT
DATA                MM     SA      SO     TS      DGI    GBS
<S>                 <C>    <C>     <C>    <C>     <C>    <C>     <C>    <C>
- -----------------------------------------------------------------------------
Monthly
(12/31/98)           0.31%   8.56%  4.91%   9.14%  1.38%   0.57%
Year-to-Date
(11/30/98)           3.74    9.34   0.78    5.25   8.74    6.14
Yearly
(12/31/98)           4.06   18.70   5.13   14.87  10.24    6.75
3-Year Annualized    4.04   27.37  15.79       *      *       *
</TABLE>
    
 
   
Key: AG=Aggressive Growth; B=Bond; CA=Capital Appreciation; EI=Equity-Income;
GAA=Global Asset Allocation; GI=Growth and Income; I=International; M=Managed;
MM=Money Market; SA=Social Awareness; SO=Special Opportunities; TS=Trend Series;
DGI=Delaware Growth & Income (formerly known as Decatur Total Return);
GBS=Global Bond Series
    
* The lifetime of this SUBACCOUNT is less than the complete period indicated.
   
Performance quotations with a base period of two years or longer may also be
advertised on an annualized basis.
    
 
   
Performance for contracts with the EGMDB would have been lower.
    
 
   
ANNUITY PAYOUTS
    
 
VARIABLE ANNUITY PAYOUTS
 
Variable ANNUITY PAYOUTS will be determined on the basis of: (1) the value of
the contract on 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 ANNUITY COMMENCEMENT DATE (less any premium taxes) to the annuity tables
contained in the CONTRACT. The first variable ANNUITY PAYOUT will be paid 14
days after the ANNUITY COMMENCEMENT DATE. This date will become the date on
which all future ANNUITY PAYOUTS will be paid. Amounts shown in the tables are
based on the 1971 Individual Annuity Mortality Tables for the SINGLE PREMIUM,
PERIODIC PREMIUM and FLEXIBLE PREMIUM Multi-Fund 2 and 3 ANNUITY CONTRACTS and
the 1983(a) Individual Mortality Table for FLEXIBLE PREMIUM ANNUITY CONTRACT
Multi-Fund 4 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 CONTRACT VALUE 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.
    
 
B-6
<PAGE>
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 MATTERS
    
 
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 the VAA in order to make
provision for payment of such taxes.
 
TAX STATUS OF NONQUALIFIED CONTRACTS
 
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 to
the extent that 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
 
                                                                             B-7
<PAGE>
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 (403(B))
 
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 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
59 1/2, 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. For plan years beginning after December 31, 1996, tax
exempt organizations (except state or local governments) may have 401(k) plans.
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 $4,000 if IRAs are maintained for both the
individual and the nonworking spouse and they file a joint tax return) or 100%
of compensation. However, 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.
 
ROTH IRAS
 
Beginning in 1998, individuals may purchase a new type of non-deductible IRA,
known as a Roth IRA. Purchase payments for a Roth IRA are limited to $2,000 per
year. This limitation is phased out for adjusted gross income between $95,000
and $110,000 in the case of single taxpayers, between $150,000 and $160,000 in
the case of married taxpayers filing joint returns, and between $0 and $15,000
in the case of married taxpayers filing separately. An overall $2,000 annual
limitation continues to apply to all of a taxpayer's IRA contributions,
including Roth IRAs and non-Roth IRAs.
 
Qualified distributions from Roth IRAs are entirely tax free. A qualified
distribution requires that the individual has held the Roth IRA for at least
five years and, in addition, that the distribution is made either after the
individual reaches age 59 1/2, on the individual's death or disability, or as a
qualified first-time home purchase, subject to a $10,000 lifetime maximum, for
the individual, a spouse, child, grandchild, or ancestor.
 
B-8
<PAGE>
An individual may make a rollover contribution from a non-Roth IRA to a Roth
IRA, unless the individual has adjusted gross income over $100,000 or the
individual is a married taxpayer filing a separate return. The individual must
pay tax on any portion of the non-Roth IRA being rolled over that represents
income or a previously deductible IRA contribution. For rollovers in 1998, the
individual may pay that tax ratably in 1998 and over the succeeding three years.
There are no similar limitations on rollovers from a Roth IRA to another Roth
IRA.
 
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. Plans of state or local governments
established on August 20, 1996, or later, must hold all assets and income in
trust (or custodial accounts or an ANNUITY CONTRACT) for the exclusive benefit
of participants and their BENEFICIARIES. Section 457 plans that were in
existence before August 20, 1996 are allowed until January 1, 1999 to meet this
requirement. 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 (as indexed) 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. For tax years after 1996, salary reduction SEP's (SAR/SEP) may
no longer be established. However, SAR/SEPs in existence prior to January 1,
1997 may continue to receive contributions.
 
Any distribution before the employee attains age 59 1/2 (except in the event of
death or disability) or the failure to satisfy certain other CODE requirements
may result in adverse tax consequences.
 
SAVINGS INCENTIVE MATCHED PLAN FOR EMPLOYEES (SIMPLE)
 
Employers with 100 or fewer employees who earned $5,000 during the proceeding
year, may establish SIMPLEs. For tax years beginning after December 31, 1996,
SIMPLE plans are available and may be in the form of an IRA or part of a 401(k)
plan. Under a SIMPLE IRA, employees are permitted to make elective contributions
to an IRA, stated as a percentage of the employees compensation, but not to
exceed $6,000 annually as indexed. Such deferrals are not subject to income tax
until withdrawn. WITHDRAWALS made by an employee in the first two years of the
employees participation are subject to a 25% penalty. Later WITHDRAWALS are
subject to penalties applicable to IRAs. Under a SIMPLE 401(k), employee
deferrals are limited to no more than $6,000 annually. Employer contributions
are usually required for each type of SIMPLE.
 
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 and Roth IRAs.
 
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 nondeductible 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. 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. 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 a 10% penalty tax if made before age 59 1/2 unless certain other
exceptions
 
                                                                             B-9
<PAGE>
apply. 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.
 
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
ACCUMULATION AND
ANNUITY UNIT VALUE
 
A description of the days on which ACCUMULATION and ANNUITY UNITS will be valued
is given in the Prospectus. The New York Stock Exchange's (NYSE) most recent
announcement (which is subject to change) states that in 1998 it will be closed
on New Year's Day, Martin Luther King Day, President's Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
It may also be closed on other days.
 
Since the portfolios of some of the funds and series 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 series and of the VARIABLE ACCOUNT could therefore be significantly
affected) on days when the investor has no access to those funds and series.
 
ADVERTISING AND SALES LITERATURE
 
As set forth in the Prospectus, LINCOLN LIFE may refer to the following
organizations (and others) in its marketing materials:
 
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 20 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 ANNUITY CONTRACTS.
 
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
    
 
B-10
<PAGE>
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.
 
   
STANDARD & POOR'S INDEX (S&P 400) -- Consists of 400 domestic stocks chosen for
market size, liquidity, and industry group representations.
    
 
   
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
Co. and American Telephone and Telegraph Co. Prepared and published by Dow Jones
& Co., it is the oldest and most widely quoted of all the market indicators. The
average is quoted in points, not dollars.
    
 
INTERNET -- As an electronic communications network may be used to provide
information regarding LINCOLN LIFE performance of the SUBACCOUNTS and
advertisement literature.
 
In its advertisements and other sales literature for the VAA 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 his or her
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 VAA, the FUNDS and series 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 10,000 organizations and more than 1 million individual clients.
    
 
   
LINCOLN LIFE'S ASSETS, SIZE. LINCOLN LIFE may discuss its general financial
condition (see, for example, the reference to A.M. Best Co., 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 subclassification of those companies,
based upon recognized evaluation criteria. For example, at year-end 1998,
LINCOLN LIFE had statutory admitted assets of over $70 billion.
    
 
   
Sales literature may reference the Multi-Fund newsletter which is a newsletter
distributed quarterly to clients of the VAA. 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.
 
                                                                            B-11
<PAGE>
THE POWER OF TAX DEFERRED GROWTH
 
The hypothetical chart below 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
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<CAPTION>
            CONVENTIONAL      NONQUALIFIED       TAX DEFERRED
 
<S>        <C>             <C>                  <C>
                  Savings    annuity contracts         annuity
                             with tax deferred      retirement
                                        growth         program
10 years          $16,049              $18,013         $25,017
15 years          $28,143              $33,761         $46,890
20 years          $44,145              $56,900         $79,028
10 years                               $16,193         $17,012
15 years                               $29,340         $33,761
20 years                               $47,688         $56,900
</TABLE>
 
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 the amount remaining after deducting any taxes due and
all fees (including SURRENDER CHARGES). See Charges and other deductions in the
Prospectus for discussion of 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 earnings 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, tax deferral is an important component of a
retirement plan or 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 income after savings and taxes, as compared to saving the same
amount in a plan that is not tax-deferred.
 
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>
                                           SAVINGS OF
                             TRADITIONAL   PRE-TAX
                             SAVINGS PLAN  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 currently.
 
*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
59 1/2. For illustrative purposes only.
 
FINANCIAL STATEMENTS
 
   
Financial statements of the VAA and the statutory-basis financial statements of
LINCOLN LIFE appear on the following pages.
    
 
B-12
<PAGE>
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
STATEMENT OF ASSETS AND LIABILITY
DECEMBER 31, 1998
 
<TABLE>
<CAPTION>
                                         COMBINED         MULTIFUND        EANNUITY
<S>                                      <C>              <C>              <C>
- -----------------------------------------------------------------------------------
ASSETS:
 - Investments at market - affiliated
   (cost $7,972,899,460)                 $11,536,124,343  $11,535,734,777  $389,566
- ---------------------------------------  ---------------  ---------------  --------
- ---------------------------------------
 - Liability - Payable to The Lincoln
   National Life Insurance Company               315,674          315,668         6
- ---------------------------------------  ---------------  ---------------  --------
- ---------------------------------------
NET ASSETS                               $11,535,808,669  $11,535,419,109  $389,560
- ---------------------------------------  ---------------  ---------------  --------
                                         ---------------  ---------------  --------
- ---------------------------------------
CONTRACT OWNER RESERVES:
 - Reserves for redeemable annuity
   contracts                             $11,467,942,924  $11,467,553,364  $389,560
- ---------------------------------------
 - Reserves for annuity contracts on
   benefit                                    67,865,745       67,865,745        --
- ---------------------------------------  ---------------  ---------------  --------
- ---------------------------------------
TOTAL CONTRACT OWNER RESERVES            $11,535,808,669  $11,535,419,109  $389,560
- ---------------------------------------  ---------------  ---------------  --------
                                         ---------------  ---------------  --------
- ---------------------------------------
</TABLE>
 
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
 
<TABLE>
<CAPTION>
                                         COMBINED        MULTIFUND       EANNUITY
<S>                                      <C>             <C>             <C>
- ----------------------------------------------------------------------------------
Net Investment Income:
  - Dividends from investment income     $  292,835,417  $  292,834,448    $  969
- ---------------------------------------
  - Dividends from net realized gains
    on investments                          555,694,325     555,694,325        --
- ---------------------------------------
  - Mortality and expense guarantees:
Multifund w/o guaranteed minimum death
  benefit rider                            (103,222,614)   (103,222,614)       --
- ---------------------------------------
Multifund w/ guaranteed minimum death
  benefit rider                              (1,202,827)     (1,202,827)       --
- ---------------------------------------
eAnnuity                                           (161)             --      (161)
- ---------------------------------------  --------------  --------------  ---------
- ---------------------------------------
NET INVESTMENT INCOME                       744,104,140     744,103,332       808
- ---------------------------------------
Net realized and unrealized gain on
  investments:
  - Net realized gain on investments        120,104,936     120,104,423       513
- ---------------------------------------
  - Net change in unrealized
    appreciation on investments             613,207,528     613,201,466     6,062
- ---------------------------------------  --------------  --------------  ---------
- ---------------------------------------
NET REALIZED AND UNREALIZED GAIN ON
INVESTMENTS                                 733,312,464     733,305,889     6,575
- ---------------------------------------  --------------  --------------  ---------
- ---------------------------------------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS                          $1,477,416,604  $1,477,409,221    $7,383
- ---------------------------------------  --------------  --------------  ---------
                                         --------------  --------------  ---------
- ---------------------------------------
</TABLE>
 
See accompanying notes.
 
                                                                             C-1
<PAGE>
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
STATEMENTS OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                         COMBINED                         MULTIFUND                        EANNUITY
                                         YEAR ENDED                       YEAR ENDED                       YEAR ENDED
                                         DECEMBER 31,                     DECEMBER 31,                     DECEMBER 31,
                                         -------------------------------  -------------------------------  ------------------
                                         1998             1997            1998             1997            1998      1997
<S>                                      <C>              <C>             <C>              <C>             <C>       <C>
- -----------------------------------------------------------------------------------------------------------------------------
NET ASSETS AT JANUARY 1                  $ 9,426,807,141  $6,585,865,835  $ 9,426,807,141  $6,585,865,835  $     --  $     --
- ---------------------------------------
Changes from operations:
  - Net Investment Income                    744,104,140     193,626,363      744,103,332     193,626,363       808        --
- ---------------------------------------
  - Net realized gain on investments         120,104,936      31,377,925      120,104,423      31,377,925       513        --
- ---------------------------------------
  - Net change in unrealized
    appreciation on investments              613,207,528   1,537,087,130      613,201,466   1,537,087,130     6,062        --
- ---------------------------------------  ---------------  --------------  ---------------  --------------  --------  --------
- ---------------------------------------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS                            1,477,416,604   1,762,091,418    1,477,409,221   1,762,091,418     7,383        --
- ---------------------------------------
Changes from unit transactions:
  Accumulation Units:
  - Contract purchases                     3,097,926,661   2,840,665,698    3,097,485,458   2,840,665,698   441,203        --
- ---------------------------------------
  - Terminated contracts & transfers to
    annuity reserves                      (2,472,732,748) (1,765,287,945)  (2,472,673,722) (1,765,287,945)  (59,026)       --
- ---------------------------------------  ---------------  --------------  ---------------  --------------  --------  --------
- ---------------------------------------
                                             625,193,913   1,075,377,753      624,811,736   1,075,377,753   382,177        --
                                         ---------------  --------------  ---------------  --------------  --------  --------
  Annuity Reserves:
  - Transfer from accumulation units &
    between accounts                          12,803,225       7,753,183       12,803,225       7,753,183        --        --
- ---------------------------------------
  - Annuity Payments                          (6,362,862)     (4,422,441)      (6,362,862)     (4,422,441)       --        --
- ---------------------------------------
  - Receipt (reimbursement) of
    mortality guarantee adjustment               (49,352)        141,393          (49,352)        141,393        --        --
- ---------------------------------------  ---------------  --------------  ---------------  --------------  --------  --------
- ---------------------------------------
                                               6,391,011       3,472,135        6,391,011       3,472,135        --        --
                                         ---------------  --------------  ---------------  --------------  --------  --------
NET INCREASE IN NET ASSETS RESULTING
FROM UNIT TRANSACTIONS                       631,584,924   1,078,849,888      631,202,747   1,078,849,888   382,177        --
- ---------------------------------------  ---------------  --------------  ---------------  --------------  --------  --------
- ---------------------------------------
TOTAL INCREASE IN NET ASSETS               2,109,001,528   2,840,941,306    2,108,611,968   2,840,941,306   389,560        --
- ---------------------------------------  ---------------  --------------  ---------------  --------------  --------  --------
- ---------------------------------------
NET ASSETS AT DECEMBER 31                $11,535,808,669  $9,426,807,141  $11,535,419,109  $9,426,807,141  $389,560  $     --
- ---------------------------------------  ---------------  --------------  ---------------  --------------  --------  --------
                                         ---------------  --------------  ---------------  --------------  --------  --------
- ---------------------------------------
</TABLE>
 
See accompanying notes.
 
C-2
<PAGE>
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
 
NOTES TO FINANCIAL STATEMENTS
 
1. ACCOUNTING POLICIES & ACCOUNT INFORMATION
 
   THE ACCOUNT: Lincoln National Variable Annuity Account C (Variable Account)
   is a segregated investment account of The Lincoln National Life Insurance
   Company (the Company) and is registered with the Securities and Exchange
   Commission under the Investment Company Act of 1940, as amended, as a unit
   investment trust. The Variable Account consists of two products, Multifund
   and eAnnuity. The Multifund product is an annuity contract offering a
   guaranteed minimum death benefit (GMBD) rider option. Effective August 20,
   1998, the eAnnuity product became available to clients of the Company. The
   eAnnuity product is an annuity contract that is sold through the internet.
 
   The assets of the Variable Account are owned by the Company. The portion of
   the Variable Account's assets supporting the annuity contracts may not be
   used to satisfy liabilities arising out of any other business of the Company.
 
   BASIS OF PRESENTATION: The accompanying financial statements have been
   prepared in accordance with generally accepted accounting principles for unit
   investment trusts.
 
   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., Lincoln National Special
   Opportunities Fund, Inc., Delaware Premium Trend Series, Delaware Decatur
   Total Return Series and the Delaware Global Bond Series (the Funds). The
   Funds are registered as open-end investment management companies. Investments
   in the Funds are stated at the closing net asset value per share on December
   31, 1998, which approximates fair value. The difference between cost and fair
   value is reflected as unrealized appreciation and depreciation of
   investments.
 
   Investment transactions are accounted for on a trade date basis. The cost of
   investments sold is determined by the average cost method.
 
   DIVIDENDS: Dividends paid to the Variable Account are automatically
   reinvested in shares of the Funds on the payable date. Dividend income is
   recorded on the ex-dividend date.
 
   FEDERAL INCOME TAXES: Operations of the Variable Account form a part of and
   are taxed with operations of the Company, which is taxed as a "life insurance
   company" under the Internal Revenue Code. The Variable Account will not be
   taxed as a regulated investment company under Subchapter M of the Internal
   Revenue Code. Under current federal income tax 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 & OTHER TRANSACTIONS WITH AFFILIATES
 
   Amounts are paid to the Company for mortality and expense guarantees at a
   percentage of the current value of the Variable Account each day. The rates
   are as follows for the two contract types and the corresponding rider options
   within the Variable Account:
 
      -  Multifund at a daily rate of .00274525% (1.002% on an annual basis).
 
      -  Multifund with GMDB rider at a daily rate of .00356712328% (1.302% on
         an annual basis).
 
      -  eAnnuity at a daily rate of .001506849% (.55% on an annual basis).
 
                                                                             C-3
<PAGE>
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
NOTES TO FINANCIAL STATEMENTS CONTINUED
 
2. MORTALITY AND EXPENSE GUARANTEES & OTHER TRANSACTIONS WITH AFFILIATES
CONTINUED
 
In addition, amounts retained by the Company from the proceeds of the sales of
annuity contracts for contract charges and surrender charges were as follows
during 1998:
 
<TABLE>
<CAPTION>
                                         MULTIFUND    EANNUITY
<S>                                      <C>          <C>
- -----------------------------------------------------------------
Lincoln National Aggressive Growth Fund  $   129,235  $        --
- ---------------------------------------
Lincoln National Bond Fund                 1,000,496           --
- ---------------------------------------
Lincoln National Capital Appreciation
   Fund                                      185,757           --
- ---------------------------------------
Delaware Premium Trend Series                 32,177           --
- ---------------------------------------
Delaware Decatur Total Return Series          34,344           --
- ---------------------------------------
Delaware Global Bond Series                    3,854           --
- ---------------------------------------
Lincoln National Equity-Income Fund          323,811           --
- ---------------------------------------
Lincoln National Global Asset
   Allocation Fund                           548,996           --
- ---------------------------------------
Lincoln National Growth and Income Fund    4,792,013           --
- ---------------------------------------
Lincoln National International Fund          673,972           --
- ---------------------------------------
Lincoln National Managed Fund                967,950           --
- ---------------------------------------
Lincoln National Money Market Fund         1,080,102           --
- ---------------------------------------
Lincoln National Social Awareness Fund     1,979,511           --
- ---------------------------------------
Lincoln National Special Opportunities
   Fund                                    1,135,573           --
- ---------------------------------------  -----------  -----------
- ---------------------------------------
                                         $12,887,791  $        --
- ---------------------------------------  -----------  -----------
                                         -----------  -----------
</TABLE>
 
Accordingly, the Company is responsible for all sales, general and
administrative expenses applicable to the Variable Account.
 
3. PURCHASES AND SALES OF INVESTMENTS
 
The aggregate cost of investments purchased and the aggregate proceeds from
investments sold were as follows for 1998:
 
<TABLE>
<CAPTION>
                                         COMBINED                      MULTIFUND                     EANNUITY
                                         ----------------------------  ----------------------------  ---------------------
                                         AGGREGATE       AGGREGATE     AGGREGATE       AGGREGATE     AGGREGATE AGGREGATE
                                         COST OF         PROCEEDS      COST OF         PROCEEDS      COST OF   PROCEEDS
                                         PURCHASES       FROM SALES    PURCHASES       FROM SALES    PURCHASES FROM SALES
<S>                                      <C>             <C>           <C>             <C>           <C>       <C>
- --------------------------------------------------------------------------------------------------------------------------
Lincoln National Aggressive Growth Fund  $   75,347,018  $ 20,363,011  $   75,341,814  $ 20,363,003  $  5,204    $     8
- ---------------------------------------
Lincoln National Bond Fund                  105,665,569    21,338,689     105,663,423    21,338,685     2,146          4
- ---------------------------------------
Lincoln National Capital Appreciation
   Fund                                     174,016,206    10,672,593     174,003,140    10,667,573    13,066      5,020
- ---------------------------------------
Delaware Premium Trend Series                31,609,927     8,562,625      31,605,848     8,562,621     4,079          4
- ---------------------------------------
Delaware Decatur Total Return Series         60,942,443     5,520,198      60,935,472     5,520,189     6,971          9
- ---------------------------------------
Delaware Global Bond Series                   5,451,679     2,430,593       5,449,684     2,430,589     1,995          4
- ---------------------------------------
Lincoln National Equity-Income Fund         133,012,314    32,946,844     133,009,911    32,946,840     2,403          4
- ---------------------------------------
Lincoln National Global Asset
   Allocation Fund                           68,102,740    28,167,863      68,099,873    28,167,859     2,867          4
- ---------------------------------------
Lincoln National Growth and Income Fund     422,061,343   162,818,227     422,058,978   162,818,223     2,365          4
- ---------------------------------------
Lincoln National International Fund          73,719,170    80,943,004      73,715,753    80,942,998     3,417          6
- ---------------------------------------
Lincoln National Managed Fund               146,271,517    32,556,692     146,268,822    32,556,688     2,695          4
- ---------------------------------------
Lincoln National Money Market Fund           88,996,382    57,149,293      88,640,904    57,122,467   355,478     26,826
- ---------------------------------------
Lincoln National Social Awareness Fund      434,759,913    50,236,632     434,751,254    50,236,625     8,659          7
- ---------------------------------------
Lincoln National Special Opportunities
   Fund                                     142,375,726    72,878,957     142,372,171    72,878,952     3,555          5
- ---------------------------------------  --------------  ------------  --------------  ------------  --------  -----------
- ---------------------------------------
                                         $1,962,331,947  $586,585,221  $1,961,917,047  $586,553,312  $414,900    $31,909
- ---------------------------------------  --------------  ------------  --------------  ------------  --------  -----------
                                         --------------  ------------  --------------  ------------  --------  -----------
</TABLE>
 
C-4
<PAGE>
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
NOTES TO FINANCIAL STATEMENTS CONTINUED
 
4. SUMMARY OF CHANGES FROM UNIT TRANSACTIONS
 
<TABLE>
<CAPTION>
                                         -----------------------------------------
                                         MULTIFUND                    EANNUITY
                                         1998           1997          1998    1997
<S>                                      <C>            <C>           <C>     <C>
- ----------------------------------------------------------------------------------
LINCOLN NATIONAL AGGRESSIVE GROWTH FUND
Accumulation Units:
Contract purchases                       $ 105,561,285  $121,767,920  $5,205  $ --
- ---------------------------------------
Terminated contracts & transfers to
   annuity reserves                        (92,755,811)  (80,454,253)     --    --
- ---------------------------------------  -------------  ------------  ------  ----
- ---------------------------------------
                                            12,805,474    41,313,667   5,205    --
Annuity Reserves:
Transfers from accum. units & between
   accts.                                      350,018        11,855      --    --
Annuity payments                              (111,570)      (52,883)     --    --
Receipt (payment) of mortality
   guarantee adj.                                  (74)          336      --    --
- ---------------------------------------  -------------  ------------  ------  ----
Fund Total:                                    238,374       (40,692)     --    --
- ---------------------------------------  -------------  ------------  ------  ----
                                            13,043,848    41,272,975   5,205    --
LINCOLN NATIONAL BOND FUND
Accumulation Units:
Contract purchases                         173,649,541    75,416,109   2,060    --
- ---------------------------------------
Terminated contracts & transfers to
   annuity reserves                       (118,474,365)  (86,077,372)     --    --
- ---------------------------------------  -------------  ------------  ------  ----
- ---------------------------------------
                                            55,175,176   (10,661,263)  2,060    --
Annuity Reserves:
Transfers from accum. units & between
   accts.                                      295,541       (16,201)     --    --
Annuity payments                               (66,581)      (45,383)     --    --
Receipt (payment) of mortality
   guarantee adj.                                1,828         1,206      --    --
- ---------------------------------------  -------------  ------------  ------  ----
Fund Total:                                    230,788       (60,378)     --    --
- ---------------------------------------  -------------  ------------  ------  ----
                                            55,405,964   (10,721,641)  2,060    --
LINCOLN NATIONAL CAPITAL APPRECIATION FUND
Accumulation Units:
Contract purchases                         239,059,981   169,229,394  13,068    --
- ---------------------------------------
Terminated contracts & transfers to
   annuity reserves                       (118,923,687)  (64,259,997) (5,000)   --
- ---------------------------------------  -------------  ------------  ------  ----
- ---------------------------------------
                                           120,136,294   104,969,397   8,068    --
Annuity Reserves:
Transfers from accum. units & between
   accts.                                    1,011,628       229,233      --    --
Annuity payments                              (215,049)      (92,786)     --    --
Receipt (payment) of mortality
   guarantee adj.                               (3,187)          482      --    --
- ---------------------------------------  -------------  ------------  ------  ----
Fund Total:                                    793,392       136,929      --    --
- ---------------------------------------  -------------  ------------  ------  ----
                                           120,929,686   105,106,326   8,068    --
DELAWARE PREMIUM TREND SERIES
Accumulation Units:
Contract purchases                          55,716,798    49,459,951   4,080    --
- ---------------------------------------
Terminated contracts & transfers to
   annuity reserves                        (33,204,931)  (23,894,814)     --    --
- ---------------------------------------  -------------  ------------  ------  ----
- ---------------------------------------
                                            22,511,867    25,565,137   4,080    --
Annuity Reserves:
Transfers from accum. units & between
   accts.                                       48,418            --      --    --
Annuity payments                                (7,936)           --      --    --
Receipt (payment) of mortality
   guarantee adj.                                   --            --      --    --
- ---------------------------------------  -------------  ------------  ------  ----
Series Total:                                   40,482            --      --    --
- ---------------------------------------  -------------  ------------  ------  ----
                                            22,552,349    25,565,137   4,080    --
</TABLE>
 
                                                                             C-5
<PAGE>
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
NOTES TO FINANCIAL STATEMENTS CONTINUED
 
4. SUMMARY OF CHANGES FROM UNIT TRANSACTIONS CONTINUED
 
<TABLE>
<CAPTION>
                                         ----------------------------------------------
                                         MULTIFUND                       EANNUITY
                                         1998            1997            1998      1997
<S>                                      <C>             <C>             <C>       <C>
- ---------------------------------------------------------------------------------------
DELAWARE DECATUR TOTAL RETURN SERIES
Accumulation Units:
Contract purchases                           90,236,508      86,279,609     6,959    --
- ---------------------------------------
Terminated contracts & transfers to
   annuity reserves                         (41,860,904)    (16,269,211)       --    --
- ---------------------------------------  --------------  --------------  --------  ----
- ---------------------------------------
                                             48,375,604      70,010,398     6,959    --
Annuity Reserves:
Transfers from accum. Units & between
   accts.                                       506,606         561,795        --    --
Annuity payments                               (108,990)        (39,841)       --    --
Receipt (payment) of mortality
   guarantee adj.                                  (448)            758        --    --
- ---------------------------------------  --------------  --------------  --------  ----
Series Total:                                   397,168         522,712        --    --
- ---------------------------------------  --------------  --------------  --------  ----
                                             48,772,772      70,533,110     6,959    --
DELAWARE GLOBAL BOND SERIES
Accumulation Units:
Contract purchases                            8,319,526      11,820,716     1,960    --
- ---------------------------------------
Terminated contracts & transfers to
   annuity reserves                          (5,970,687)     (7,984,605)       --    --
- ---------------------------------------  --------------  --------------  --------  ----
- ---------------------------------------
                                              2,348,839       3,836,111     1,960    --
Annuity Reserves:
Transfers from accum. units & between
   accts.                                        31,917              --        --    --
Annuity payments                                 (7,766)           (755)       --    --
Receipt (payment) of mortality
   guarantee adj.                                    78              64        --    --
- ---------------------------------------  --------------  --------------  --------  ----
Series Total:                                    24,229            (691)       --    --
- ---------------------------------------  --------------  --------------  --------  ----
                                              2,373,068       3,835,420     1,960    --
LINCOLN NATIONAL EQUITY-INCOME FUND
Accumulation Units:
Contract purchases                          256,503,981     291,732,249     2,380    --
- ---------------------------------------
Terminated contracts & transfers to
   annuity reserves                        (184,405,391)   (106,299,468)       --    --
- ---------------------------------------  --------------  --------------  --------  ----
- ---------------------------------------
                                             72,098,590     185,432,781     2,380    --
Annuity Reserves:
Transfers from accum. units & between
   accts.                                       686,673         651,161        --    --
Annuity payments                               (479,908)       (354,641)       --    --
Receipt (payment) of mortality
   guarantee adj.                                 3,201           1,204        --    --
- ---------------------------------------  --------------  --------------  --------  ----
Fund Total:                                     209,966         297,724        --    --
- ---------------------------------------  --------------  --------------  --------  ----
                                             72,308,556     185,730,505     2,380    --
LINCOLN NATIONAL GLOBAL ASSET ALLOCATION FUND
Accumulation Units:
Contract purchases                           89,521,952     113,967,396     2,841    --
- ---------------------------------------
Terminated contracts & transfers to
   annuity reserves                         (95,521,824)    (63,439,313)       --    --
- ---------------------------------------  --------------  --------------  --------  ----
- ---------------------------------------
                                             (5,999,872)     50,528,083     2,841    --
Annuity Reserves:
Transfers from accum. units & between
   accts.                                       490,958         304,669        --    --
Annuity payments                               (179,454)       (111,483)       --    --
Receipt (payment) of mortality
   guarantee adj.                               (14,716)          2,306        --    --
- ---------------------------------------  --------------  --------------  --------  ----
Fund Total:                                     296,788         195,492        --    --
- ---------------------------------------  --------------  --------------  --------  ----
                                             (5,703,084)     50,723,575     2,841    --
</TABLE>
 
C-6
<PAGE>
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
NOTES TO FINANCIAL STATEMENTS CONTINUED
 
4. SUMMARY OF CHANGES FROM UNIT TRANSACTIONS CONTINUED
 
<TABLE>
<CAPTION>
                                         ----------------------------------------------
                                         MULTIFUND                       EANNUITY
                                         1998            1997            1998      1997
<S>                                      <C>             <C>             <C>       <C>
- ---------------------------------------------------------------------------------------
LINCOLN NATIONAL GROWTH AND INCOME FUND
Accumulation Units:
Contract purchases                          696,926,250     747,652,912     2,341    --
- ---------------------------------------
Terminated contracts & transfers to
   annuity reserves                        (709,130,485)   (497,930,628)       --    --
- ---------------------------------------  --------------  --------------  --------  ----
- ---------------------------------------
                                            (12,204,235)    249,722,284     2,341    --
Annuity Reserves:
Transfers from accum. units & between
   accts.                                     6,311,160       4,399,621        --    --
Annuity payments                             (3,840,740)     (2,844,717)       --    --
Receipt (payment) of mortality
   guarantee adj.                                55,053         142,298        --    --
- ---------------------------------------  --------------  --------------  --------  ----
Fund Total:                                   2,525,473       1,697,202        --    --
- ---------------------------------------  --------------  --------------  --------  ----
                                             (9,678,762)    251,419,486     2,341    --
LINCOLN NATIONAL INTERNATIONAL FUND
Accumulation Units:
Contract purchases                          159,547,703     158,472,222     3,391    --
- ---------------------------------------
Terminated contracts & transfers to
   annuity reserves                        (185,524,256)   (157,730,517)       --    --
- ---------------------------------------  --------------  --------------  --------  ----
- ---------------------------------------
                                            (25,976,553)        741,705     3,391    --
Annuity Reserves:
Transfers from accum. units & between
   accts.                                       160,319          62,938        --    --
Annuity payments                               (133,802)       (125,126)       --    --
Receipt (payment) of mortality
   guarantee adj.                               (14,795)          1,721        --    --
- ---------------------------------------  --------------  --------------  --------  ----
Fund Total:                                      11,722         (60,467)       --    --
- ---------------------------------------  --------------  --------------  --------  ----
                                            (25,964,831)        681,238     3,391    --
LINCOLN NATIONAL MANAGED FUND
Accumulation Units:
Contract purchases                          162,635,223     131,576,753     2,641    --
- ---------------------------------------
Terminated contracts & transfers to
   annuity reserves                        (155,726,195)   (125,696,264)       --    --
- ---------------------------------------  --------------  --------------  --------  ----
- ---------------------------------------
                                              6,909,028       5,880,489     2,641    --
Annuity Reserves:
Transfers from accum. units & between
   accts.                                       605,334         364,128        --    --
Annuity payments                               (408,409)       (356,231)       --    --
Receipt (payment) of mortality
   guarantee adj.                               (25,649)         (4,393)       --    --
- ---------------------------------------  --------------  --------------  --------  ----
Fund Total:                                     171,276           3,504        --    --
- ---------------------------------------  --------------  --------------  --------  ----
                                              7,080,304       5,883,993     2,641    --
LINCOLN NATIONAL MONEY MARKET FUND
Accumulation Units:
Contract purchases                          203,720,196     160,091,004   382,126    --
- ---------------------------------------
Terminated contracts & transfers to
   annuity reserves                        (176,317,955)   (169,385,979)  (54,026)   --
- ---------------------------------------  --------------  --------------  --------  ----
- ---------------------------------------
                                             27,402,241      (9,294,975)  328,100    --
Annuity Reserves:
Transfers from accum. units & between
   accts.                                        62,528          18,708        --    --
Annuity payments                                (50,178)        (46,466)       --    --
Receipt (payment) of mortality
   guarantee adj.                                 1,044             609        --    --
- ---------------------------------------  --------------  --------------  --------  ----
Fund Total:                                      13,394         (27,149)       --    --
- ---------------------------------------  --------------  --------------  --------  ----
                                             27,415,635      (9,322,124)  328,100    --
</TABLE>
 
                                                                             C-7
<PAGE>
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
NOTES TO FINANCIAL STATEMENTS CONTINUED
 
4. SUMMARY OF CHANGES FROM UNIT TRANSACTIONS CONTINUED
 
<TABLE>
<CAPTION>
                                         ----------------------------------------------
                                         MULTIFUND                       EANNUITY
                                         1998            1997            1998      1997
<S>                                      <C>             <C>             <C>       <C>
- ---------------------------------------------------------------------------------------
LINCOLN NATIONAL SOCIAL AWARENESS FUND
Accumulation Units:
Contract purchases                          669,303,972     515,505,656     8,629    --
- ---------------------------------------
Terminated contracts & transfers to
   annuity reserves                        (351,797,764)   (191,229,425)       --    --
- ---------------------------------------  --------------  --------------  --------  ----
- ---------------------------------------
                                            317,506,208     324,276,231     8,629    --
Annuity Reserves:
Transfers from accum. units & between
   accts.                                     1,857,256       1,042,822        --    --
Annuity payments                               (558,894)       (221,176)       --    --
Receipt (payment) of mortality
   guarantee adj.                               (25,388)         (2,607)       --    --
- ---------------------------------------  --------------  --------------  --------  ----
Fund Total:                                   1,272,974         819,039        --    --
- ---------------------------------------  --------------  --------------  --------  ----
                                            318,779,182     325,095,270     8,629    --
LINCOLN NATIONAL SPECIAL OPPORTUNITIES FUND
Accumulation Units:
Contract purchases                          186,782,542     207,693,807     3,522    --
- ---------------------------------------
Terminated contracts & transfers to
   annuity reserves                        (203,059,467)   (174,636,099)       --    --
- ---------------------------------------  --------------  --------------  --------  ----
- ---------------------------------------
                                            (16,276,925)     33,057,708     3,522    --
Annuity Reserves:
Transfers from accum. units & between
   accts.                                       384,869         122,454        --    --
Annuity payments                               (193,585)       (130,953)       --    --
Receipt (payment) of mortality
   guarantee adj.                               (26,299)         (2,591)       --    --
- ---------------------------------------  --------------  --------------  --------  ----
Fund Total:                                     164,985         (11,090)       --    --
- ---------------------------------------  --------------  --------------  --------  ----
                                            (16,111,940)     33,046,618     3,522    --
                                         --------------  --------------  --------  ----
Variable Account Total                   $  631,202,747  $1,078,849,888  $382,177  $ --
                                         --------------  --------------  --------  ----
                                         --------------  --------------  --------  ----
</TABLE>
 
C-8
<PAGE>
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
NOTES TO FINANCIAL STATEMENTS CONTINUED
 
5. SUMMARY OF UNITS OUTSTANDING AT DECEMBER 31, 1998
 
<TABLE>
<CAPTION>
                                         ACCUMULATION   RESERVE     UNIT     ACCUMULATION     RESERVE      NET ASSET
                                         UNITS          UNITS       VALUE    AMOUNT           AMOUNT       TOTAL
<S>                                      <C>            <C>         <C>      <C>              <C>          <C>
- --------------------------------------------------------------------------------------------------------------------------
MULTIFUND INVESTMENTS
                                                        MULTIFUND
Lincoln National Aggressive Growth Fund    204,321,730     401,351  $ 1.567  $   320,118,792  $   628,813  $   320,747,605
Lincoln National Bond Fund                  70,180,846     141,922    5.024      352,615,382      713,069      353,328,451
Lincoln National Capital Appreciation
   Fund                                    284,821,773     855,827    2.574      733,000,123    2,202,505      735,202,628
Delaware Premium Trend Series               63,363,770      34,917    1.368       86,706,252       47,780       86,754,032
Delaware Decatur Total Return Series        90,934,980     708,417    1.611      146,455,982    1,140,947      147,596,929
Delaware Global Bond Series                 12,869,495      29,923    1.184       15,237,020       35,427       15,272,447
Lincoln National Equity-Income Fund        395,671,340   1,357,383    2.399      949,249,140    3,256,478      952,505,618
Lincoln National Global Asset
   Allocation Fund                         155,191,452     623,589    3.056      474,321,463    1,905,915      476,227,378
Lincoln National Growth and Income Fund    353,738,892   4,190,720   11.497    4,067,007,338   48,181,558    4,115,188,896
Lincoln National International Fund        275,656,812     507,630    1.773      488,741,223      900,031      489,641,254
Lincoln National Managed Fund              178,767,717     546,451    5.260      940,406,297    2,874,599      943,280,896
Lincoln National Money Market Fund          46,571,447      62,459    2.517      117,212,426      157,196      117,369,622
Lincoln National Social Awareness Fund     304,203,513     758,710    5.875    1,787,245,998    4,457,548    1,791,703,546
Lincoln National Special Opportunities
   Fund                                     98,734,457     156,387    8.721      861,082,577    1,363,879      862,446,456
                                         -------------  ----------           ---------------  -----------  ---------------
    Subtotal                             2,535,028,224  10,375,686            11,339,400,013   67,865,745   11,407,265,758
                                         -------------  ----------           ---------------  -----------  ---------------
 
                                                MULTIFUND WITH GMDB RIDER
Lincoln National Aggressive Growth Fund      1,953,110          --    1.559        3,045,683           --        3,045,683
Lincoln National Bond Fund                   1,159,699          --    5.002        5,800,262           --        5,800,262
Lincoln National Capital Appreciation
   Fund                                      4,552,867          --    2.562       11,663,514           --       11,663,514
Delaware Premium Trend Series                1,522,285          --    1.362        2,073,881           --        2,073,881
Delaware Decatur Total Return Series         4,110,801          --    1.603        6,590,469           --        6,590,469
Delaware Global Bond Series                    372,938          --    1.179          439,529           --          439,529
Lincoln National Equity-Income Fund          5,897,743          --    2.388       14,084,621           --       14,084,621
Lincoln National Global Asset
   Allocation Fund                           1,887,853          --    3.042        5,743,627           --        5,743,627
Lincoln National Growth and Income Fund      2,251,670          --   11.444       25,768,885           --       25,768,885
Lincoln National International Fund          2,375,268          --    1.765        4,192,172           --        4,192,172
Lincoln National Managed Fund                1,774,940          --    5.236        9,294,437           --        9,294,437
Lincoln National Money Market Fund             644,074          --    2.505        1,613,600           --        1,613,600
Lincoln National Social Awareness Fund       5,135,886          --    5.848       30,035,684           --       30,035,684
Lincoln National Special Opportunities
   Fund                                        899,280          --    8.681        7,806,987           --        7,806,987
                                         -------------  ----------           ---------------  -----------  ---------------
    Subtotal                                34,538,414          --               128,153,351           --      128,153,351
                                         -------------  ----------           ---------------  -----------  ---------------
   TOTAL MULTIFUND                       2,569,566,638  10,375,686           $11,467,553,364  $67,865,745  $11,535,419,109
                                         -------------  ----------           ---------------  -----------  ---------------
                                         -------------  ----------           ---------------  -----------  ---------------
</TABLE>
 
                                                                             C-9
<PAGE>
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
NOTES TO FINANCIAL STATEMENTS CONTINUED
 
5. SUMMARY OF UNITS OUTSTANDING AT DECEMBER 31, 1998 CONTINUED
 
<TABLE>
<CAPTION>
                                         ACCUMULATION   RESERVE     UNIT     ACCUMULATION     RESERVE      NET ASSET
                                         UNITS          UNITS       VALUE    AMOUNT           AMOUNT       TOTAL
<S>                                      <C>            <C>         <C>      <C>              <C>          <C>
- --------------------------------------------------------------------------------------------------------------------------
 
EANNUITY INVESTMENTS
                                                         EANNUITY
Lincoln National Aggressive Growth Fund          3,697          --  $ 1.569  $         5,802  $        --  $         5,802
Lincoln National Bond Fund                         425          --    5.034            2,140           --            2,140
Lincoln National Capital Appreciation
   Fund                                          4,421          --    2.578           11,396           --           11,396
Delaware Premium Trend Series                    3,182          --    1.371            4,361           --            4,361
Delaware Decatur Total Return Series             4,472          --    1.613            7,213           --            7,213
Delaware Global Bond Series                      1,781          --    1.186            2,112           --            2,112
Lincoln National Equity-Income Fund              1,054          --    2.403            2,533           --            2,533
Lincoln National Global Asset
   Allocation Fund                                 972          --    3.061            2,977           --            2,977
Lincoln National Growth and Income Fund            224          --   11.512            2,577           --            2,577
Lincoln National International Fund              2,055          --    1.776            3,649           --            3,649
Lincoln National Managed Fund                      530          --    5.268            2,790           --            2,790
Lincoln National Money Market Fund             130,369          --    2.521          328,646           --          328,646
Lincoln National Social Awareness Fund           1,623          --    5.885            9,553           --            9,553
Lincoln National Special Opportunities
   Fund                                            436          --    8.736            3,811           --            3,811
                                         -------------  ----------           ---------------  -----------  ---------------
      TOTAL EANNUITY                           155,241          --           $       389,560  $        --  $       389,560
                                         -------------  ----------           ---------------  -----------  ---------------
                                         -------------  ----------           ---------------  -----------  ---------------
</TABLE>
 
C-10
<PAGE>
                                         THIS PAGE WAS INTENTIONALLY LEFT BLANK.
 
                                                                            C-11
<PAGE>
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
 
NOTES TO FINANCIAL STATEMENTS
 
6. NET ASSETS
 
   The following is a summary of net assets owned at December 31, 1998.
<TABLE>
<CAPTION>
                                                 LINCOLN NATIONAL                      LINCOLN NATIONAL
                                                 AGGRESSIVE         LINCOLN NATIONAL   CAPITAL
                                                 GROWTH             BOND               APPRECIATION
MULTIFUND                       COMBINED         FUND               FUND               FUND
<S>                             <C>              <C>                <C>                <C>
- --------------------------------------------------------------------------------------------------------
Unit Transactions:
Accumulation units:             $ 5,668,394,678  $    240,707,955   $    193,694,953   $    437,532,406
- ------------------------------
Annuity reserves                     30,988,918           526,430            535,507          1,443,523
- ------------------------------  ---------------  -----------------  -----------------  -----------------
- ------------------------------
                                  5,699,383,596       241,234,385        194,230,460        438,975,929
Accumulated net investment
   income                         2,050,420,076        50,602,463        147,058,465         55,419,837
- ------------------------------
Accumulated net realized gain
   on investments                   222,396,616         5,382,547            833,071          3,180,935
- ------------------------------
Net unrealized appreciation on
   investments                    3,563,218,821        26,573,893         17,006,717        249,289,441
- ------------------------------  ---------------  -----------------  -----------------  -----------------
- ------------------------------
                                $11,535,419,109  $    323,793,288   $    359,128,713   $    746,866,142
                                ---------------  -----------------  -----------------  -----------------
                                ---------------  -----------------  -----------------  -----------------
 
<CAPTION>
                                DELAWARE      DELAWARE       DELAWARE
                                PREMIUM       DECATUR        GLOBAL
                                TREND         TOTAL RETURN   BOND
MULTIFUND                       FUND          SERIES         SERIES
<S>                             <C>           <C>            <C>
- ------------------------------
Unit Transactions:
Accumulation units:             $ 71,426,342  $ 131,102,293  $ 14,114,757
- ------------------------------
Annuity reserves                      40,482        973,091        32,779
- ------------------------------  ------------  -------------  ------------
- ------------------------------
                                  71,466,824    132,075,384    14,147,536
Accumulated net investment
   income                            422,205      8,502,086     1,174,152
- ------------------------------
Accumulated net realized gain
   on investments                  1,075,013        182,806        79,280
- ------------------------------
Net unrealized appreciation on
   investments                    15,863,871     13,427,122       311,008
- ------------------------------  ------------  -------------  ------------
- ------------------------------
                                $ 88,827,913  $ 154,187,398  $ 15,711,976
                                ------------  -------------  ------------
                                ------------  -------------  ------------
</TABLE>
 
C-12
<PAGE>
<TABLE>
<CAPTION>
                                LINCOLN NATIONAL   LINCOLN NATIONAL   LINCOLN NATIONAL
                                EQUITY-            GLOBAL ASSET       GROWTH AND         LINCOLN NATIONAL
                                INCOME             ALLOCATION         INCOME             INTERNATIONAL
                                FUND               FUND               FUND               FUND
<S>                             <C>                <C>                <C>                <C>
- ---------------------------------------------------------------------------------------------------------
Unit Transactions:
Accumulation units:             $    608,045,410   $   245,871,859    $ 1,539,803,755    $   328,257,881
- ------------------------------
Annuity reserves                       1,876,636         1,135,835         18,474,437            603,530
- ------------------------------  -----------------  ----------------   ----------------   ----------------
- ------------------------------
                                     609,922,046       247,007,694      1,558,278,192        328,861,411
Accumulated net investment
   income                             44,041,903       126,701,486        773,372,488         46,363,811
- ------------------------------
Accumulated net realized gain
   on investments                      9,347,743         7,818,301         82,180,719         25,359,684
- ------------------------------
Net unrealized appreciation on
   investments                       303,278,547       100,443,524      1,727,126,382         93,248,520
- ------------------------------  -----------------  ----------------   ----------------   ----------------
- ------------------------------
                                $    966,590,239   $   481,971,005    $ 4,140,957,781    $   493,833,426
                                -----------------  ----------------   ----------------   ----------------
                                -----------------  ----------------   ----------------   ----------------
 
<CAPTION>
                                                     LINCOLN NATIONAL     LINCOLN NATIONAL       LINCOLN NATIONAL
                                LINCOLN NATIONAL     MONEY                SOCIAL                 SPECIAL
                                MANAGED              MARKET               AWARENESS              OPPORTUNITIES
                                FUND                 FUND                 FUND                   FUND
<S>                             <C>                  <C>                  <C>                    <C>
- ------------------------------
Unit Transactions:
Accumulation units:             $   365,761,102      $    59,438,618      $ 1,065,903,425        $ 366,733,922
- ------------------------------
Annuity reserves                      1,440,086              115,600            3,016,522              774,460
- ------------------------------  ------------------   ------------------   ------------------     ----------------
- ------------------------------
                                    367,201,188           59,554,218        1,068,919,947          367,508,382
Accumulated net investment
   income                           333,044,085           59,429,004          138,007,245          266,280,846
- ------------------------------
Accumulated net realized gain
   on investments                    18,316,877                   --           16,256,500           52,383,140
- ------------------------------
Net unrealized appreciation on
   investments                      234,013,183                   --          598,555,538          184,081,075
- ------------------------------  ------------------   ------------------   ------------------     ----------------
- ------------------------------
                                $   952,575,333      $   118,983,222      $ 1,821,739,230        $ 870,253,443
                                ------------------   ------------------   ------------------     ----------------
                                ------------------   ------------------   ------------------     ----------------
</TABLE>
 
                                                                            C-13
<PAGE>
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
 
NOTES TO FINANCIAL STATEMENTS CONTINUED
 
6. NET ASSETS CONTINUED
 
   The following is a summary of net assets owned at December 31, 1998.
<TABLE>
<CAPTION>
                                                       LINCOLN NATIONAL                      LINCOLN NATIONAL
                                                       AGGRESSIVE         LINCOLN NATIONAL   CAPITAL
                                                       GROWTH             BOND               APPRECIATION
EANNUITY                                 COMBINED      FUND               FUND               FUND
<S>                                      <C>           <C>                <C>                <C>
- --------------------------------------------------------------------------------------------------------------
Unit Transactions:
Accumulation units                       $    382,177       $5,205             $2,060             $ 8,068
- ---------------------------------------
Annuity reserves                                   --           --                 --                  --
- ---------------------------------------  ------------       ------             ------             -------
- ---------------------------------------
                                              382,177        5,205              2,060               8,068
Accumulated net investment income
   (loss)                                         808           (9)                82                 (22)
- ---------------------------------------
Accumulated net realized gain (loss) on
   investments                                    513           --                 --                 515
- ---------------------------------------
Net unrealized appreciation
   (depreciation) on investments                6,062          606                 (2)              2,835
- ---------------------------------------  ------------       ------             ------             -------
- ---------------------------------------
                                         $    389,560       $5,802             $2,140             $11,396
                                         ------------       ------             ------             -------
                                         ------------       ------             ------             -------
 
<CAPTION>
                                         DELAWARE   DELAWARE       DELAWARE
                                         PREMIUM    DECATUR        GLOBAL
                                         TREND      TOTAL RETURN   BOND
EANNUITY                                 FUND       SERIES         SERIES
<S>                                      <C>        <C>            <C>
- ---------------------------------------
Unit Transactions:
Accumulation units                        $4,080       $6,959       $1,960
- ---------------------------------------
Annuity reserves                              --           --           --
- ---------------------------------------  --------      ------      --------
- ---------------------------------------
                                           4,080        6,959        1,960
Accumulated net investment income
   (loss)                                     (5)           3           31
- ---------------------------------------
Accumulated net realized gain (loss) on
   investments                                --           --           --
- ---------------------------------------
Net unrealized appreciation
   (depreciation) on investments             286          251          121
- ---------------------------------------  --------      ------      --------
- ---------------------------------------
                                          $4,361       $7,213       $2,112
                                         --------      ------      --------
                                         --------      ------      --------
</TABLE>
 
C-14
<PAGE>
<TABLE>
<CAPTION>
                                         LINCOLN NATIONAL   LINCOLN NATIONAL   LINCOLN NATIONAL
                                         EQUITY-            GLOBAL ASSET       GROWTH AND         LINCOLN NATIONAL
                                         INCOME             ALLOCATION         INCOME             INTERNATIONAL
                                         FUND               FUND               FUND               FUND
<S>                                      <C>                <C>                <C>                <C>
- ------------------------------------------------------------------------------------------------------------------
Unit Transactions:
Accumulation units                            $2,380             $2,841             $2,341             $3,391
- ---------------------------------------
Annuity reserves                                  --                 --                 --                 --
- ---------------------------------------       ------             ------             ------             ------
- ---------------------------------------
                                               2,380              2,841              2,341              3,391
Accumulated net investment income
   (loss)                                         19                 22                 20                 20
- ---------------------------------------
Accumulated net realized gain (loss) on
   investments                                    --                 --                 (1)                 1
- ---------------------------------------
Net unrealized appreciation
   (depreciation) on investments                 134                114                217                237
- ---------------------------------------       ------             ------             ------             ------
- ---------------------------------------
                                              $2,533             $2,977             $2,577             $3,649
                                              ------             ------             ------             ------
                                              ------             ------             ------             ------
 
<CAPTION>
                                                            LINCOLN NATIONAL      LINCOLN NATIONAL   LINCOLN NATIONAL
 
                                         LINCOLN NATIONAL   MONEY                 SOCIAL             SPECIAL
 
                                         MANAGED            MARKET                AWARENESS          OPPORTUNITIES
 
                                         FUND               FUND                  FUND               FUND
 
<S>                                      <C>                <C>                   <C>                <C>
- ---------------------------------------
Unit Transactions:
Accumulation units                            $2,641             $ 328,100             $8,629             $3,522
 
- ---------------------------------------
Annuity reserves                                  --                    --                 --                 --
 
- ---------------------------------------       ------              --------             ------             ------
 
- ---------------------------------------
                                               2,641               328,100              8,629              3,522
 
Accumulated net investment income
   (loss)                                         50                   546                 23                 28
 
- ---------------------------------------
Accumulated net realized gain (loss) on
   investments                                    (1)                   --                 (1)                --
 
- ---------------------------------------
Net unrealized appreciation
   (depreciation) on investments                 100                    --                902                261
 
- ---------------------------------------       ------              --------             ------             ------
 
- ---------------------------------------
                                              $2,790             $ 328,646             $9,553             $3,811
 
                                              ------              --------             ------             ------
 
                                              ------              --------             ------             ------
 
</TABLE>
 
                                                                            C-15
<PAGE>
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
 
NOTES TO FINANCIAL STATEMENTS CONTINUED
 
7. INVESTMENTS
 
   The following is a summary of investments owned at December 31, 1998.
   
<TABLE>
<CAPTION>
                                                                          Net
                                         Percentage      Shares           Asset       Value of             Cost of
MULTIFUND INVESTMENTS                    of Net Assets   Outstanding      Value       Shares               Shares
<S>                                      <C>             <C>              <C>         <C>                  <C>
- ----------------------------------------------------------------------------------------------------------------------------
Lincoln National Aggressive Growth Fund        2.81%         24,221,811   $   13.37   $      323,801,927   $     297,228,034
Lincoln National Bond Fund                     3.11%         28,302,967       12.69          359,138,618         342,131,901
Lincoln National Capital Appreciation
  Fund                                         6.47%         34,304,592       21.77          746,886,442         497,597,001
Delaware Premium Trend Series                  0.77%          4,497,738       19.75           88,830,317          72,966,446
Delaware Decatur Total Return Series           1.34%          7,939,839       19.42          154,191,678         140,764,556
Delaware Global Bond Series                    0.14%          1,471,199       10.68           15,712,408          15,401,400
Lincoln National Equity-Income Fund            8.38%         44,514,343       21.71          966,616,789         663,338,242
Lincoln National Global Asset
  Allocation Fund                              4.18%         30,583,360       15.76          481,984,238         381,540,714
Lincoln National Growth and Income Fund       35.90%         89,462,662       46.29        4,141,071,334       2,413,944,952
Lincoln National International Fund            4.28%         30,899,874       15.98          493,846,992         400,598,472
Lincoln National Managed Fund                  8.26%         50,213,225       18.97          952,601,474         718,588,291
Lincoln National Money Market Fund             1.03%         11,898,672       10.00          118,986,721         118,986,721
Lincoln National Social Awareness Fund        15.79%         45,224,200       40.28        1,821,788,941       1,223,233,403
Lincoln National Special Opportunities
  Fund                                         7.54%         26,043,689       33.42          870,276,898         686,195,823
- ---------------------------------------  -------------                                ------------------   -----------------
Multifund Total                              100.00%                                  $   11,535,734,777   $   7,972,515,956
- ---------------------------------------  -------------                                ------------------   -----------------
                                         -------------                                ------------------   -----------------
 
<CAPTION>
                                         Unrealized
                                         Appreciation/
MULTIFUND INVESTMENTS                    (Depreciation)
<S>                                      <C>
- ---------------------------------------
Lincoln National Aggressive Growth Fund  $      26,573,893
Lincoln National Bond Fund                      17,006,717
Lincoln National Capital Appreciation
  Fund                                         249,289,441
Delaware Premium Trend Series                   15,863,871
Delaware Decatur Total Return Series            13,427,122
Delaware Global Bond Series                        311,008
Lincoln National Equity-Income Fund            303,278,547
Lincoln National Global Asset
  Allocation Fund                              100,443,524
Lincoln National Growth and Income Fund      1,727,126,382
Lincoln National International Fund             93,248,520
Lincoln National Managed Fund                  234,013,183
Lincoln National Money Market Fund                      --
Lincoln National Social Awareness Fund         598,555,538
Lincoln National Special Opportunities
  Fund                                         184,081,075
- ---------------------------------------  -----------------
Multifund Total                          $   3,563,218,821
- ---------------------------------------  -----------------
                                         -----------------
</TABLE>
    
<TABLE>
<CAPTION>
                                                                          Net
                                         Percentage      Shares           Asset       Value of             Cost of
EANNUITY INVESTMENTS                     of Net Assets   Outstanding      Value       Shares               Shares
<S>                                      <C>             <C>              <C>         <C>                  <C>
- ----------------------------------------------------------------------------------------------------------------------------
Lincoln National Aggressive Growth Fund        1.49%             434      $   13.37   $            5,802   $           5,196
Lincoln National Bond Fund                     0.55%             169          12.69                2,140               2,142
Lincoln National Capital Appreciation
   Fund                                        2.93%             523          21.77               11,396               8,561
Delaware Premium Trend Series                  1.12%             221          19.75                4,361               4,075
Delaware Decatur Total Return Series           1.85%             371          19.42                7,213               6,962
Delaware Global Bond Series                    0.54%             198          10.68                2,112               1,991
Lincoln National Equity-Income Fund            0.65%             117          21.71                2,533               2,399
Lincoln National Global Asset
   Allocation Fund                             0.76%             189          15.76                2,977               2,863
Lincoln National Growth and Income Fund        0.66%              56          46.29                2,577               2,360
Lincoln National International Fund            0.94%             228          15.98                3,649               3,412
Lincoln National Managed Fund                  0.72%             147          18.97                2,790               2,690
Lincoln National Money Market Fund            84.36%          32,865          10.00              328,652             328,652
Lincoln National Social Awareness Fund         2.45%             237          40.28                9,553               8,651
Lincoln National Special Opportunities
   Fund                                        0.98%             114          33.42                3,811               3,550
- ---------------------------------------  -------------                                ------------------   -----------------
eAnnuity Total                               100.00%                                             389,566             383,504
- ---------------------------------------  -------------                                ------------------   -----------------
Variable Account Total                                                                $   11,536,124,343   $   7,972,899,460
                                                                                      ------------------   -----------------
                                                                                      ------------------   -----------------
 
<CAPTION>
                                         Unrealized
                                         Appreciation/
EANNUITY INVESTMENTS                     (Depreciation)
<S>                                      <C>
- ---------------------------------------
Lincoln National Aggressive Growth Fund       $     606
Lincoln National Bond Fund                           (2)
Lincoln National Capital Appreciation
   Fund                                           2,835
Delaware Premium Trend Series                       286
Delaware Decatur Total Return Series                251
Delaware Global Bond Series                         121
Lincoln National Equity-Income Fund                 134
Lincoln National Global Asset
   Allocation Fund                                  114
Lincoln National Growth and Income Fund             217
Lincoln National International Fund                 237
Lincoln National Managed Fund                       100
Lincoln National Money Market Fund                   --
Lincoln National Social Awareness Fund              902
Lincoln National Special Opportunities
   Fund                                             261
- ---------------------------------------  --------------
eAnnuity Total                                    6,062
- ---------------------------------------  --------------
Variable Account Total                    3,56$3,224,883
                                         --------------
                                         --------------
</TABLE>
 
C-16
<PAGE>
                                         THIS PAGE WAS INTENTIONALLY LEFT BLANK.
 
                                                                            C-17
<PAGE>
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
 
NOTES TO FINANCIAL STATEMENTS CONTINUED
 
8. SUMMARY OF OPERATIONS
 
   The following is a summary of operations for the year ended December 31,
   1998.
<TABLE>
<CAPTION>
                                                         LINCOLN NATIONAL                        LINCOLN NATIONAL
                                                         AGGRESSIVE          LINCOLN NATIONAL    CAPITAL
                                                         GROWTH              BOND                APPRECIATION
MULTIFUND                                COMBINED        FUND                FUND                FUND
<S>                                      <C>             <C>                 <C>                 <C>
- ------------------------------------------------------------------------------------------------------------------
Net Investment Income:
  - Dividends from Investment Income     $  292,834,448     $    464,502        $32,055,093         $  1,265,570
- ---------------------------------------
  - Dividends from Net Realized Gains
    on Investments                          555,694,325       44,781,700                 --           46,655,465
- ---------------------------------------
  - Mortality and Expense
    Guarantees:
Multifund w/o Guaranteed Minimum
    Death Benefit Rider                    (103,222,614)      (3,278,106)        (3,098,356)          (5,429,144)
- ---------------------------------------
Multifund w/ Guaranteed Minimum
    Death Benefit Rider                      (1,202,827)         (32,689)           (40,242)             (94,240)
- ---------------------------------------  --------------  -----------------   -----------------   -----------------
- ---------------------------------------
NET INVESTMENT INCOME                       744,103,332       41,935,407         28,916,495           42,397,651
- ---------------------------------------
Net realized and unrealized gain (loss)
  on investments:
  - Net Realized Gain (Loss) on
    Investments                             120,104,423        1,928,124          1,075,607            1,915,776
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                             613,201,466      (69,643,232)        (4,990,554)         139,173,254
- ---------------------------------------  --------------  -----------------   -----------------   -----------------
- ---------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS                              733,305,889      (67,715,108)        (3,914,947)         141,089,030
- ---------------------------------------  --------------  -----------------   -----------------   -----------------
- ---------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS                $1,477,409,221     $(25,779,701)       $25,001,548         $183,486,681
- ---------------------------------------  --------------  -----------------   -----------------   -----------------
                                         --------------  -----------------   -----------------   -----------------
 
<CAPTION>
                                         DELAWARE           DELAWARE        DELAWARE
                                         PREMIUM            DECATUR         GLOBAL
                                         TREND              TOTAL RETURN    BOND
MULTIFUND                                FUND               SERIES          SERIES
<S>                                      <C>                <C>             <C>
- ---------------------------------------
Net Investment Income:
  - Dividends from Investment Income     $      1,190,539   $   7,980,785   $   784,989
- ---------------------------------------
  - Dividends from Net Realized Gains
    on Investments                                     --              --            --
- ---------------------------------------
  - Mortality and Expense
    Guarantees:
Multifund w/o Guaranteed Minimum
    Death Benefit Rider                          (682,866)     (1,279,578)     (134,550)
- ---------------------------------------
Multifund w/ Guaranteed Minimum
    Death Benefit Rider                           (17,708)        (60,409)       (4,502)
- ---------------------------------------  ----------------   -------------   -----------
- ---------------------------------------
NET INVESTMENT INCOME                             489,965       6,640,798       645,937
- ---------------------------------------
Net realized and unrealized gain (loss)
  on investments:
  - Net Realized Gain (Loss) on
    Investments                                   741,866          60,877        (7,472)
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                                 9,589,020       4,477,583       295,185
- ---------------------------------------  ----------------   -------------   -----------
- ---------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS                                 10,330,886       4,538,460       287,713
- ---------------------------------------  ----------------   -------------   -----------
- ---------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS                $     10,820,851   $  11,179,258   $   933,650
- ---------------------------------------  ----------------   -------------   -----------
                                         ----------------   -------------   -----------
</TABLE>
 
C-18
<PAGE>
<TABLE>
<CAPTION>
                                         LINCOLN NATIONAL    LINCOLN NATIONAL    LINCOLN NATIONAL
                                         EQUITY-             GLOBAL ASSET        GROWTH AND          LINCOLN NATIONAL
                                         INCOME              ALLOCATION          INCOME              INTERNATIONAL
                                         FUND                FUND                FUND                FUND
<S>                                      <C>                 <C>                 <C>                 <C>
- ----------------------------------------------------------------------------------------------------------------------
Net Investment Income:
  - Dividends from Investment Income        $19,383,542         $16,722,306         $ 99,872,135        $ 5,764,344
- ---------------------------------------
  - Dividends from Net Realized Gains
    on Investments                           17,384,182          33,490,300          206,716,872         17,818,962
- ---------------------------------------
  - Mortality and Expense
    Guarantees:
Multifund w/o Guaranteed Minimum
    Death Benefit Rider                      (8,869,781)         (4,520,286)         (37,424,731)        (4,805,222)
- ---------------------------------------
Multifund w/ Guaranteed Minimum
    Death Benefit Rider                        (148,060)            (58,511)            (262,635)           (41,336)
- ---------------------------------------  -----------------   -----------------   -----------------   -----------------
- ---------------------------------------
NET INVESTMENT INCOME                        27,749,883          45,633,809          268,901,641         18,736,748
- ---------------------------------------
Net realized and unrealized gain (loss)
  on investments:
  - Net Realized Gain (Loss) on
    Investments                               8,109,113           4,771,427           55,304,331         13,148,741
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                              58,105,303           1,778,746          334,917,537         26,816,492
- ---------------------------------------  -----------------   -----------------   -----------------   -----------------
- ---------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS                               66,214,416           6,550,173          390,221,868         39,965,233
- ---------------------------------------  -----------------   -----------------   -----------------   -----------------
- ---------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS                   $93,964,299         $52,183,982         $659,123,509        $58,701,981
- ---------------------------------------  -----------------   -----------------   -----------------   -----------------
                                         -----------------   -----------------   -----------------   -----------------
 
<CAPTION>
                                                             LINCOLN NATIONAL    LINCOLN NATIONAL    LINCOLN NATIONAL
 
                                         LINCOLN NATIONAL    MONEY               SOCIAL              SPECIAL
 
                                         MANAGED             MARKET              AWARENESS           OPPORTUNITIES
 
                                         FUND                FUND                FUND                FUND
 
<S>                                      <C>                 <C>                 <C>                 <C>
- ---------------------------------------
Net Investment Income:
  - Dividends from Investment Income        $ 53,730,133        $ 5,141,348         $ 27,055,150        $ 21,424,012
 
- ---------------------------------------
  - Dividends from Net Realized Gains
    on Investments                            61,917,176                 --           54,197,749          72,731,919
 
- ---------------------------------------
  - Mortality and Expense
    Guarantees:
Multifund w/o Guaranteed Minimum
    Death Benefit Rider                       (8,933,399)        (1,025,520)         (15,267,074)         (8,474,001)
 
- ---------------------------------------
Multifund w/ Guaranteed Minimum
    Death Benefit Rider                          (85,032)           (14,125)            (265,969)            (77,369)
 
- ---------------------------------------  -----------------   -----------------   -----------------   -----------------
 
- ---------------------------------------
NET INVESTMENT INCOME                        106,628,878          4,101,703           65,719,856          85,604,561
 
- ---------------------------------------
Net realized and unrealized gain (loss)
  on investments:
  - Net Realized Gain (Loss) on
    Investments                                6,891,536                 --           11,779,015          14,385,482
 
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                              (15,219,867)                --          179,688,906         (51,786,907)
 
- ---------------------------------------  -----------------   -----------------   -----------------   -----------------
 
- ---------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS                                (8,328,331)                --          191,467,921         (37,401,425)
 
- ---------------------------------------  -----------------   -----------------   -----------------   -----------------
 
- ---------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS                   $ 98,300,547        $ 4,101,703         $257,187,777        $ 48,203,136
 
- ---------------------------------------  -----------------   -----------------   -----------------   -----------------
 
                                         -----------------   -----------------   -----------------   -----------------
 
</TABLE>
 
                                                                            C-19
<PAGE>
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
 
NOTES TO FINANCIAL STATEMENTS CONTINUED
 
8. SUMMARY OF OPERATIONS CONTINUED
 
   The following is a summary of operations for the year ended December 31,
   1998.
<TABLE>
<CAPTION>
                                                     LINCOLN NATIONAL                        LINCOLN NATIONAL
                                                     AGGRESSIVE          LINCOLN NATIONAL    CAPITAL
                                                     GROWTH              BOND                APPRECIATION
EANNUITY                                 COMBINED    FUND                FUND                FUND
<S>                                      <C>         <C>                 <C>                 <C>
- --------------------------------------------------------------------------------------------------------------
Net Investment Income (Loss):
  - Dividends from Investment Income       $  969           $ --                $ 86               $   --
- ---------------------------------------
  - Dividends from Net Realized Gains
    on Investments                             --             --                  --                   --
- ---------------------------------------
  - Mortality and Expense Guarantees         (161)            (9)                 (4)                 (22)
- ---------------------------------------  ---------         -----                 ---               ------
- ---------------------------------------
NET INVESTMENT INCOME (LOSS)                  808             (9)                 82                  (22)
- ---------------------------------------
Net realized and unrealized gain (loss)
  on investments:
  - Net realized gain (loss) on
    investments                               513             --                  --                  515
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                             6,062            606                  (2)               2,835
- ---------------------------------------  ---------         -----                 ---               ------
- ---------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS                              6,575            606                  (2)               3,350
- ---------------------------------------  ---------         -----                 ---               ------
- ---------------------------------------
Net increase in net assets resulting
    from operations                        $7,383           $597                $ 80               $3,328
- ---------------------------------------  ---------         -----                 ---               ------
                                         ---------         -----                 ---               ------
 
<CAPTION>
                                         DELAWARE     DELAWARE        DELAWARE
                                         PREMIUM      DECATUR         GLOBAL
                                         TREND        TOTAL RETURN    BOND
EANNUITY                                 FUND         SERIES          SERIES
<S>                                      <C>          <C>             <C>
- ---------------------------------------
Net Investment Income (Loss):
  - Dividends from Investment Income     $      --         $ 11          $ 35
- ---------------------------------------
  - Dividends from Net Realized Gains
    on Investments                              --           --            --
- ---------------------------------------
  - Mortality and Expense Guarantees            (5)          (8)           (4)
- ---------------------------------------      -----        -----       ---------
- ---------------------------------------
NET INVESTMENT INCOME (LOSS)                    (5)           3            31
- ---------------------------------------
Net realized and unrealized gain (loss)
  on investments:
  - Net realized gain (loss) on
    investments                                 --           --            --
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                                286          251           121
- ---------------------------------------      -----        -----       ---------
- ---------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS                                 286          251           121
- ---------------------------------------      -----        -----       ---------
- ---------------------------------------
Net increase in net assets resulting
    from operations                      $     281         $254          $152
- ---------------------------------------      -----        -----       ---------
                                             -----        -----       ---------
</TABLE>
 
C-20
<PAGE>
<TABLE>
<CAPTION>
                                         LINCOLN NATIONAL   LINCOLN NATIONAL   LINCOLN NATIONAL
                                         EQUITY-            GLOBAL ASSET       GROWTH AND         LINCOLN NATIONAL
                                         INCOME             ALLOCATION         INCOME             INTERNATIONAL
                                         FUND               FUND               FUND               FUND
<S>                                      <C>                <C>                <C>                <C>
- ------------------------------------------------------------------------------------------------------------------
Net Investment Income (Loss):
  - Dividends from Investment Income           $ 23               $ 26               $ 24               $ 26
- ---------------------------------------
  - Dividends from Net Realized Gains
    on Investments                               --                 --                 --                 --
- ---------------------------------------
  - Mortality and Expense Guarantees             (4)                (4)                (4)                (6)
- ---------------------------------------       -----              -----              -----              -----
- ---------------------------------------
NET INVESTMENT INCOME (LOSS)                     19                 22                 20                 20
- ---------------------------------------
Net realized and unrealized gain (loss)
  on investments:
  - Net realized gain (loss) on
    investments                                  --                 --                 (1)                 1
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                                 134                114                217                237
- ---------------------------------------       -----              -----              -----              -----
- ---------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS                                  134                114                216                238
- ---------------------------------------       -----              -----              -----              -----
- ---------------------------------------
Net increase in net assets resulting
    from operations                            $153               $136               $236               $258
- ---------------------------------------       -----              -----              -----              -----
                                              -----              -----              -----              -----
 
<CAPTION>
                                                            LINCOLN NATIONAL   LINCOLN NATIONAL   LINCOLN NATIONAL
                                         LINCOLN NATIONAL   MONEY              SOCIAL             SPECIAL
                                         MANAGED            MARKET             AWARENESS          OPPORTUNITIES
                                         FUND               FUND               FUND               FUND
<S>                                      <C>                <C>                <C>                <C>
- ---------------------------------------
Net Investment Income (Loss):
  - Dividends from Investment Income           $ 54               $618               $ 32               $ 34
- ---------------------------------------
  - Dividends from Net Realized Gains
    on Investments                               --                 --                 --                 --
- ---------------------------------------
  - Mortality and Expense Guarantees             (4)               (72)                (9)                (6)
- ---------------------------------------       -----              -----              -----              -----
- ---------------------------------------
NET INVESTMENT INCOME (LOSS)                     50                546                 23                 28
- ---------------------------------------
Net realized and unrealized gain (loss)
  on investments:
  - Net realized gain (loss) on
    investments                                  (1)                --                 (1)                --
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                                 100                 --                902                261
- ---------------------------------------       -----              -----              -----              -----
- ---------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS                                   99                 --                901                261
- ---------------------------------------       -----              -----              -----              -----
- ---------------------------------------
Net increase in net assets resulting
    from operations                            $149               $546               $924               $289
- ---------------------------------------       -----              -----              -----              -----
                                              -----              -----              -----              -----
</TABLE>
 
                                                                            C-21
<PAGE>
REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
 
   
Board of Directors of The Lincoln National Life Insurance Company
and
Contract Owners 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")
(comprised of the Lincoln National Aggressive Growth, Lincoln
National Bond, Lincoln National Capital Appreciation, Delaware
Premium Trend, Delaware Decatur Total Return, Delaware Global Bond,
Lincoln National Equity-Income, Lincoln National Global Asset
Allocation, Lincoln National Growth and Income, Lincoln National
International, Lincoln National Managed, Lincoln National Money
Market, Lincoln National Social Awareness, and Lincoln National
Special Opportunities subaccounts), as of December 31, 1998, and the
related statement of operations for the year then ended and the
statements 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 investments owned as of December 31, 1998, 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, 1998, and the
results of its operations and changes in its net assets for each of
the two years in the period then ended in conformity with generally
accepted accounting principles.
 
                                                   [SIG]
 
Fort Wayne, Indiana
March 30, 1999
 
C-22
<PAGE>
No dealer, salesperson, or any other person has been authorized to give any
information or to make any representations, other than those contained in these
Prospectuses, in connection with the offers contained in them. If any are given
or made, the information or representations must not be relied upon as having
been authorized by the Variable Account or by the FUND(S) in question. These
Prospectuses do not constitute offers by the FUNDS to sell, or solicitations of
any offers to buy, any of the securities offered by them in any jurisdiction to
any person to whom it is unlawful for the FUNDS to make those offers.
 
   
            [LOGO]
Fort Wayne, Indiana 46801
- -C- 1998 Lincoln National Life Insurance Co.
Form 1946C-SAI 4/99                                                   May 1999 Y
    

<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
BALANCE SHEETS -- STATUTORY BASIS
 
<TABLE>
<CAPTION>
                                                                                      DECEMBER 31
                                                                                      1998       1997
                                                                                      ---------  ---------
                                                                                      (IN MILLIONS)
                                                                                      --------------------
<S>                                                                                   <C>        <C>
ADMITTED ASSETS
CASH AND INVESTMENTS:
Bonds                                                                                 $23,830.9  $18,560.7
- ------------------------------------------------------------------------------------
Preferred stocks                                                                          236.0      257.3
- ------------------------------------------------------------------------------------
Unaffiliated common stocks                                                                259.3      436.0
- ------------------------------------------------------------------------------------
Affiliated common stocks                                                                  322.1      412.1
- ------------------------------------------------------------------------------------
Mortgage loans on real estate                                                           3,932.9    3,012.7
- ------------------------------------------------------------------------------------
Real estate                                                                               473.8      584.4
- ------------------------------------------------------------------------------------
Policy loans                                                                            1,606.0      660.5
- ------------------------------------------------------------------------------------
Other investments                                                                         434.4      335.5
- ------------------------------------------------------------------------------------
Cash and short-term investments                                                         1,725.4    2,133.0
- ------------------------------------------------------------------------------------  ---------  ---------
Total cash and investments                                                             32,820.8   26,392.2
- ------------------------------------------------------------------------------------
Premiums and fees in course of collection                                                  33.3       42.4
- ------------------------------------------------------------------------------------
Accrued investment income                                                                 432.8      343.5
- ------------------------------------------------------------------------------------
Reinsurance recoverable                                                                   171.6       71.1
- ------------------------------------------------------------------------------------
Funds withheld by ceding companies                                                         53.7       44.1
- ------------------------------------------------------------------------------------
Federal income taxes recoverable from parent company                                       64.7        6.9
- ------------------------------------------------------------------------------------
Goodwill                                                                                   49.5       52.4
- ------------------------------------------------------------------------------------
Other admitted assets                                                                      89.3       85.6
- ------------------------------------------------------------------------------------
Separate account assets                                                                36,907.0   31,330.9
- ------------------------------------------------------------------------------------  ---------  ---------
Total admitted assets                                                                 $70,622.7  $58,369.1
- ------------------------------------------------------------------------------------  ---------  ---------
                                                                                      ---------  ---------
 
LIABILITIES AND CAPITAL AND SURPLUS
LIABILITIES:
Future policy benefits and claims                                                     $12,310.6  $ 5,872.9
- ------------------------------------------------------------------------------------
Other policyholder funds                                                               16,647.5   16,360.1
- ------------------------------------------------------------------------------------
Amounts withheld or retained by Company as agent or trustee                               897.6      878.2
- ------------------------------------------------------------------------------------
Funds held under reinsurance treaties                                                     795.8      720.4
- ------------------------------------------------------------------------------------
Asset valuation reserve                                                                   484.5      450.0
- ------------------------------------------------------------------------------------
Interest maintenance reserve                                                              159.7      135.4
- ------------------------------------------------------------------------------------
Other liabilities                                                                         504.5      294.7
- ------------------------------------------------------------------------------------
Short-term loan payable to parent company                                                 140.0      120.0
- ------------------------------------------------------------------------------------
Net transfers due from separate accounts                                                 (789.0)    (761.9)
- ------------------------------------------------------------------------------------
Separate account liabilities                                                           36,907.0   31,330.9
- ------------------------------------------------------------------------------------  ---------  ---------
Total liabilities                                                                      68,058.2   55,400.7
- ------------------------------------------------------------------------------------
 
CAPITAL AND SURPLUS:
Common stock, $2.50 par value:
  Authorized, issued and outstanding shares -- 10 million (owned by Lincoln National
  Corporation)                                                                             25.0       25.0
- ------------------------------------------------------------------------------------
Surplus notes due to Lincoln National Corporation                                       1,250.0         --
- ------------------------------------------------------------------------------------
Paid-in surplus                                                                         1,930.1    1,821.8
- ------------------------------------------------------------------------------------
Unassigned surplus (deficit)                                                             (640.6)   1,121.6
- ------------------------------------------------------------------------------------  ---------  ---------
Total capital and surplus                                                               2,564.5    2,968.4
- ------------------------------------------------------------------------------------  ---------  ---------
Total liabilities and capital and surplus                                             $70,622.7  $58,369.1
- ------------------------------------------------------------------------------------  ---------  ---------
                                                                                      ---------  ---------
</TABLE>
 
See accompanying notes.                                                      S-1
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
STATEMENTS OF OPERATIONS -- STATUTORY BASIS
 
<TABLE>
<CAPTION>
                                                                              YEAR ENDED DECEMBER 31
                                                                              1998       1997       1996
                                                                              ---------  ---------  ---------
                                                                              (IN MILLIONS)
                                                                              -------------------------------
<S>                                                                           <C>        <C>        <C>
PREMIUMS AND OTHER REVENUES:
Premiums and deposits                                                         $12,737.6  $ 5,589.0  $ 7,268.5
- ----------------------------------------------------------------------------
Net investment income                                                           2,107.2    1,847.1    1,756.3
- ----------------------------------------------------------------------------
Amortization of interest maintenance reserve                                       26.4       41.5       27.2
- ----------------------------------------------------------------------------
Commissions and expense allowances on reinsurance ceded                           179.9       99.7       90.9
- ----------------------------------------------------------------------------
Expense charges on deposit funds                                                  134.6      119.3      100.7
- ----------------------------------------------------------------------------
Separate account investment management and administration service fees            396.3      325.5      244.6
- ----------------------------------------------------------------------------
Other income                                                                       31.3       21.3       16.8
- ----------------------------------------------------------------------------  ---------  ---------  ---------
Total revenues                                                                 15,613.3    8,043.4    9,505.0
- ----------------------------------------------------------------------------
 
BENEFITS AND EXPENSES:
Benefits and settlement expenses                                               13,964.1    4,522.1    5,989.9
- ----------------------------------------------------------------------------
Underwriting, acquisition, insurance and other expenses                         2,919.4    3,053.9    3,123.1
- ----------------------------------------------------------------------------  ---------  ---------  ---------
Total benefits and expenses                                                    16,883.5    7,576.0    9,113.0
- ----------------------------------------------------------------------------  ---------  ---------  ---------
Gain (loss) from operations before dividends to policyholders, income taxes
and net realized gain on investments                                           (1,270.2)     467.4      392.0
- ----------------------------------------------------------------------------
Dividends to policyholders                                                         67.9       27.5       27.3
- ----------------------------------------------------------------------------  ---------  ---------  ---------
Gain (loss) from operations before federal income taxes and net realized
gain on investments                                                            (1,338.1)     439.9      364.7
- ----------------------------------------------------------------------------
Federal income taxes (credit)                                                    (141.0)      78.3       83.6
- ----------------------------------------------------------------------------  ---------  ---------  ---------
Gain (loss) from operations before net realized gain on investments            (1,197.1)     361.6      281.1
- ----------------------------------------------------------------------------
Net realized gain on investments, net of income tax expense and excluding
net transfers to the interest maintenance reserve                                  46.8       31.3       53.3
- ----------------------------------------------------------------------------  ---------  ---------  ---------
Net income (loss)                                                             $(1,150.3) $   392.9  $   334.4
- ----------------------------------------------------------------------------  ---------  ---------  ---------
                                                                              ---------  ---------  ---------
</TABLE>
 
See accompanying notes.
 
S-2
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS -- STATUTORY BASIS
 
<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31
                                                                               1998       1997       1996
                                                                               ---------  ---------  ---------
                                                                               (IN MILLIONS)
                                                                               -------------------------------
<S>                                                                            <C>        <C>        <C>
Capital and surplus at beginning of year                                       $ 2,968.4  $ 1,962.6  $ 1,732.9
- -----------------------------------------------------------------------------
Correction of prior year's asset valuation reserve                                    --      (37.6)        --
- -----------------------------------------------------------------------------
Correction of prior year's admitted assets                                            --      (57.0)        --
- -----------------------------------------------------------------------------  ---------  ---------  ---------
                                                                                 2,968.4    1,868.0    1,732.9
CAPITAL AND SURPLUS INCREASE (DECREASE):
Net income (loss)                                                               (1,150.3)     392.9      334.4
- -----------------------------------------------------------------------------
Difference in cost and admitted investment amounts                                (304.8)     (36.2)      38.6
- -----------------------------------------------------------------------------
Nonadmitted assets                                                                 (17.1)      (0.4)      (3.0)
- -----------------------------------------------------------------------------
Regulatory liability for reinsurance                                               (35.2)      (3.9)       0.6
- -----------------------------------------------------------------------------
Life policy reserve valuation basis                                                 (0.4)      (0.9)      (0.4)
- -----------------------------------------------------------------------------
Asset valuation reserve                                                            (34.5)     (36.9)    (105.5)
- -----------------------------------------------------------------------------
Proceeds from surplus notes from shareholder                                     1,250.0         --         --
- -----------------------------------------------------------------------------
Paid-in surplus, including contribution of common stock of affiliated
company in 1997                                                                    108.4      938.4      100.0
- -----------------------------------------------------------------------------
Separate account receivable due to change in valuation                                --       (2.6)        --
- -----------------------------------------------------------------------------
Dividends to shareholder                                                          (220.0)    (150.0)    (135.0)
- -----------------------------------------------------------------------------  ---------  ---------  ---------
Capital and surplus at end of year                                             $ 2,564.5  $ 2,968.4  $ 1,962.6
- -----------------------------------------------------------------------------  ---------  ---------  ---------
                                                                               ---------  ---------  ---------
</TABLE>
 
See accompanying notes.                                                      S-3
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
STATEMENTS OF CASH FLOWS -- STATUTORY BASIS
 
<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31
                                                                         1998        1997        1996
                                                                         ----------  ----------  ----------
                                                                         (IN MILLIONS)
                                                                         ----------------------------------
<S>                                                                      <C>         <C>         <C>
OPERATING ACTIVITIES
Premiums, policy proceeds and other considerations received              $ 13,495.2  $  6,364.3  $  8,059.4
- -----------------------------------------------------------------------
Allowances and reserve adjustments paid on reinsurance ceded                 (632.4)     (649.2)     (767.5)
- -----------------------------------------------------------------------
Investment income received                                                  2,003.9     1,798.8     1,700.6
- -----------------------------------------------------------------------
Separate account investment management and administration service fees        396.3       325.5       244.6
- -----------------------------------------------------------------------
Benefits paid                                                              (7,395.8)   (5,345.2)   (4,050.4)
- -----------------------------------------------------------------------
Insurance expenses paid                                                    (2,909.7)   (3,193.0)   (3,216.8)
- -----------------------------------------------------------------------
Federal income taxes recovered (paid)                                          84.2       (87.0)      (72.3)
- -----------------------------------------------------------------------
Dividends to policyholders                                                    (12.9)      (28.4)      (27.7)
- -----------------------------------------------------------------------
Other income received and expenses paid, net                                  207.0        (8.7)      117.0
- -----------------------------------------------------------------------  ----------  ----------  ----------
Net cash provided by (used in) operating activities                         5,235.8      (822.9)    1,986.9
- -----------------------------------------------------------------------
 
INVESTING ACTIVITIES
Sale, maturity or repayment of investments                                 10,926.5    12,142.6    12,542.0
- -----------------------------------------------------------------------
Purchase of investments                                                   (16,950.0)  (10,345.0)  (14,175.4)
- -----------------------------------------------------------------------
Other sources (uses) including reinsured policy loans                        (778.3)      529.1      (377.2)
- -----------------------------------------------------------------------  ----------  ----------  ----------
Net cash provided by (used in) investing activities                        (6,801.8)    2,326.7    (2,010.6)
- -----------------------------------------------------------------------
 
FINANCING ACTIVITIES
Surplus paid-in                                                               108.4          --       100.0
- -----------------------------------------------------------------------
Proceeds from surplus notes from shareholder                                1,250.0          --          --
- -----------------------------------------------------------------------
Proceeds from borrowings from shareholder                                     140.0       120.0       100.0
- -----------------------------------------------------------------------
Repayment of borrowings from shareholder                                     (120.0)     (100.0)      (63.0)
- -----------------------------------------------------------------------
Dividends paid to shareholder                                                (220.0)     (150.0)     (135.0)
- -----------------------------------------------------------------------  ----------  ----------  ----------
Net cash provided by (used in) financing activities                         1,158.4      (130.0)        2.0
- -----------------------------------------------------------------------  ----------  ----------  ----------
Net increase (decrease) in cash and short-term investments                   (407.6)    1,373.8       (21.7)
- -----------------------------------------------------------------------
Cash and short-term investments at beginning of year                        2,133.0       759.2       780.9
- -----------------------------------------------------------------------  ----------  ----------  ----------
Cash and short-term investments at end of year                           $  1,725.4  $  2,133.0  $    759.2
- -----------------------------------------------------------------------  ----------  ----------  ----------
                                                                         ----------  ----------  ----------
</TABLE>
 
See accompanying notes.
 
S-4
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES
 
    ORGANIZATION AND OPERATIONS
    The Lincoln National Life Insurance Company ("Company") is a wholly owned
    subsidiary of Lincoln National Corporation ("LNC") and is domiciled in
    Indiana. As of December 31, 1998, the Company owns 100% of the outstanding
    common stock of four insurance company subsidiaries: First Penn-Pacific Life
    Insurance Company ("First Penn"), Lincoln National Health & Casualty
    Insurance Company ("LNH&C"), Lincoln National Reassurance Company ("LNRAC")
    and Lincoln Life & Annuity Company of New York ("LLANY").
 
    The Company's principal businesses consist of underwriting annuities,
    deposit-type contracts and life and health insurance through multiple
    distribution channels and the reinsurance of individual and group life and
    health business. The Company is licensed and sells its products in 49
    states, Canada and several U.S. territories.
 
    USE OF ESTIMATES
    The nature of the insurance and investment management businesses requires
    management to make estimates and assumptions that affect the amounts
    reported in the statutory-basis financial statements and accompanying notes.
    Actual results could differ from those estimates.
 
    BASIS OF PRESENTATION
    The accompanying financial statements have been prepared in conformity with
    accounting practices prescribed or permitted by the Indiana Department of
    Insurance ("Insurance Department"), which practices differ from generally
    accepted accounting principles ("GAAP"). The more significant variances from
    GAAP are as follows:
 
    INVESTMENTS
    Bonds are reported at cost or amortized cost or fair value based on their
    National Association of Insurance Commissioners ("NAIC") rating. For GAAP,
    the Company's bonds are classified as available-for-sale and, accordingly,
    are reported at fair value with changes in the fair values reported directly
    in shareholder's equity after adjustments for related amortization of
    deferred acquisition costs, additional policyholder commitments and deferred
    income taxes.
 
    Investments in real estate are reported net of related obligations rather
    than on a gross basis. Real estate owned and occupied by the Company is
    classified as a real estate investment rather than reported as an operating
    asset, and investment income and operating expenses include rent for the
    Company's occupancy of those properties. Changes between cost and admitted
    asset investment amounts are credited or charged directly to unassigned
    surplus rather than to a separate surplus account.
 
    Under a formula prescribed by the NAIC, the Company defers the portion of
    realized capital gains and losses on sales of fixed income investments,
    principally bonds and mortgage loans, attributable to changes in the general
    level of interest rates and amortizes those deferrals over the remaining
    period to maturity of the individual security sold. The net deferral is
    reported as the Interest Maintenance Reserve ("IMR") in the accompanying
    balance sheets. Realized capital gains and losses are reported in income net
    of federal income tax and transfers to the IMR. The asset valuation reserve
    ("AVR") is determined by an NAIC prescribed formula and is reported as a
    liability rather than unassigned surplus. Under GAAP, realized capital gains
    and losses are reported in the income statement on a pre-tax basis in the
    period in which the asset giving rise to the gain or loss is sold and
    valuation allowances are provided when there has been a decline in value
    deemed other than temporary, in which case, the provision for such declines
    are charged to income.
 
    SUBSIDIARIES
    The accounts and operations of the Company's subsidiaries are not
    consolidated with the accounts and operations of the Company as would be
    required by GAAP. Under statutory accounting principles, the Company's
    subsidiaries are carried at their statutory-basis net equity and presented
    in the balance sheet as affiliated common stocks.
 
    POLICY ACQUISITION COSTS
    The costs of acquiring and renewing business are expensed when incurred.
    Under GAAP, acquisition costs related to traditional life insurance, to the
    extent recoverable from future policy revenues, are deferred and amortized
    over the premium-paying
 
                                                                             S-5
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES (CONTINUED)
    period of the related policies using assumptions consistent with those used
    in computing policy benefit reserves. For universal life insurance, annuity
    and other investment-type products, deferred policy acquisition costs, to
    the extent recoverable from future gross profits, are amortized generally in
    proportion to the present value of expected gross profits from surrender
    charges and investment, mortality and expense margins.
 
    NONADMITTED ASSETS
    Certain assets designated as "nonadmitted," principally furniture and
    equipment and certain receivables, are excluded from the accompanying
    balance sheets and are charged directly to unassigned surplus.
 
    PREMIUMS
    Revenues for universal life policies consist of the entire premium received.
    Under GAAP, premiums received in excess of policy charges are not recognized
    as premium revenue.
 
    Premiums and deposits with respect to annuity and other investment-type
    contracts are reported as premium revenues; whereas, under GAAP, such
    premiums and deposits are treated as liabilities and policy charges
    represent revenues.
 
    BENEFIT RESERVES
    Certain policy reserves are calculated based on statutorily required
    interest and mortality assumptions rather than on estimated expected
    experience or actual account balances as would be required under GAAP.
 
    Death benefits paid, policy and contract withdrawals, and the change in
    policy reserves on universal life policies, annuity and other
    investment-type contracts are reported as benefits and settlement expenses
    in the accompanying statements of income; whereas, under GAAP, withdrawals
    are treated as a reduction of the policy or contract liabilities and
    benefits would represent the excess of benefits paid over the policy account
    value and interest credited to the account values.
 
    REINSURANCE
    Premiums, claims and policy benefits and contract liabilities are reported
    in the accompanying financial statements net of reinsurance amounts. For
    GAAP, all assets and liabilities related to reinsurance ceded contracts are
    reported on a gross basis.
 
    A liability for reinsurance balances has been provided for unsecured policy
    and contract liabilities and unearned premiums ceded to reinsurers not
    authorized by the Insurance Department to assume such business. Changes to
    those amounts are credited or charged directly to unassigned surplus. Under
    GAAP, an allowance for amounts deemed uncollectible is established through a
    charge to income.
 
    Commissions on business ceded are reported as income when received rather
    than deferred and amortized with deferred policy acquisition costs. Business
    assumed under 100% indemnity and assumption reinsurance agreements is
    accounted for as a purchase for GAAP reporting purposes and the ceding
    commission represents the purchase price. Under purchase accounting, assets
    acquired and liabilities assumed are reported at fair value at the date of
    the transaction and the excess of the purchase price over the sum of the
    amounts assigned to assets acquired less liabilities assumed is recorded as
    goodwill. On a statutory-basis, the ceding commission is expensed when paid
    and reinsurance premiums and benefits are accounted for on bases consistent
    with those used in accounting for the original policies issued and the terms
    of the reinsurance contracts.
 
    Certain reinsurance contracts meeting risk transfer requirements under
    statutory-basis accounting practices have been accounted for using
    traditional reinsurance accounting whereas such contracts would be accounted
    for using deposit accounting under GAAP.
 
    INCOME TAXES
    Deferred income taxes are not provided for differences between financial
    statement amounts and tax bases of assets and liabilities.
 
    POLICYHOLDER DIVIDENDS
    Policyholder dividends are recognized when declared rather than over the
    term of the related policies.
 
S-6
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES (CONTINUED)
    SURPLUS NOTES DUE TO LNC
    Surplus notes due to LNC are reported as surplus rather than as liabilities.
    On a statutory-basis, interest on surplus notes is not accrued until
    approval is received from the Indiana Insurance Commissioner whereas under
    GAAP, interest would be accrued periodically based on the outstanding
    principal and the interest rate.
 
    STATEMENTS OF CASH FLOWS
    Cash and short-term investments in the statements of cash flows represent
    cash balances and investments with initial maturities of one year or less.
    Under GAAP, the corresponding captions of cash and cash equivalents include
    cash balances and investments with initial maturities of three months or
    less.
 
    A reconciliation of the Company's net income (loss) and capital and surplus
    determined on a statutory-basis with amounts determined in accordance with
    GAAP is as follows:
 
<TABLE>
<CAPTION>
                                             CAPITAL AND SURPLUS   NET INCOME (LOSS)
                                             -----------------------------------------------------
 
                                             DECEMBER 31           YEAR ENDED DECEMBER 31
                                             1998       1997       1998       1997       1996
                                             -----------------------------------------------------
                                             (IN MILLIONS)
                                             -----------------------------------------------------
<S>                                          <C>        <C>        <C>        <C>        <C>
Amounts reported on a statutory-basis        $ 2,564.5  $ 2,968.4  $(1,150.3) $   392.9  $   334.4
- -------------------------------------------
GAAP adjustments:
  Deferred policy acquisition costs,
    present value of future profits and
    goodwill                                   3,085.2      958.3       48.5      (98.9)      66.7
   ----------------------------------------
  Policy and contract reserves                (2,299.9)  (1,672.9)   1,743.4      (48.6)     (57.1)
   ----------------------------------------
  Interest maintenance reserve                   159.7      135.4       24.4       58.7      (39.7)
   ----------------------------------------
  Deferred income taxes                          181.6      (13.0)    (218.6)      70.3        1.8
   ----------------------------------------
  Policyholders' share of earnings and
    surplus on participating business           (132.8)     (79.8)       3.2        5.3        (.3)
   ----------------------------------------
  Asset valuation reserve                        484.5      450.0         --         --         --
   ----------------------------------------
  Net realized gain (loss) on investments       (174.1)     (91.5)    (116.7)     (20.4)      78.7
   ----------------------------------------
  Unrealized gain on investments               1,335.1    1,245.5         --         --         --
   ----------------------------------------
  Nonadmitted assets, including nonadmitted
    investments                                  119.1       61.0         --         --         --
   ----------------------------------------
  Investments in subsidiary companies            490.4      188.8       41.3      (80.5)      29.9
   ----------------------------------------
  Surplus notes and related interest          (1,251.5)        --       (1.5)        --         --
   ----------------------------------------
  Other, net                                    (120.1)    (162.5)     103.6      (35.0)     (82.6)
   ----------------------------------------  ---------  ---------  ---------  ---------  ---------
Net increase (decrease)                        1,877.2    1,019.3    1,627.6     (149.1)      (2.6)
- -------------------------------------------  ---------  ---------  ---------  ---------  ---------
Amounts on a GAAP basis                      $ 4,441.7  $ 3,987.7  $   477.3  $   243.8  $   331.8
- -------------------------------------------  ---------  ---------  ---------  ---------  ---------
                                             ---------  ---------  ---------  ---------  ---------
</TABLE>
 
                                                                             S-7
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES (CONTINUED)
    Other significant accounting practices are as follows:
 
    INVESTMENTS
    Bonds not backed by loans are principally stated at amortized cost and the
    discount or premium is amortized using the interest method.
 
    Mortgage-backed bonds are valued at amortized cost and income is recognized
    using a constant effective yield based on anticipated prepayments and the
    estimated economic life of the securities. When actual prepayments differ
    significantly from anticipated prepayments, the effective yield is
    recalculated to reflect actual payments to date and anticipated future
    payments. The net investment in the securities is adjusted to the amount
    that would have existed had the new effective yield been applied since the
    acquisition of the securities.
 
    Short-term investments include investments with maturities of less than one
    year at the date of acquisition. The carrying amounts for these investments
    approximate their fair values.
 
    Preferred stocks are reported at cost or amortized cost.
 
    Unaffiliated common stocks are reported at fair value as determined by the
    Securities Valuation Office of the NAIC and the related unrealized gains
    (losses) are reported in unassigned surplus without adjustment for federal
    income taxes.
 
    Policy loans are reported at unpaid balances.
 
    The Company uses various derivative instruments as part of its overall
    liability-asset management program for certain investments and life
    insurance and annuity products. The Company values all derivative
    instruments on a basis consistent with that of the hedged item. Upon
    termination, gains and losses on those instruments are included in the
    carrying values of the underlying hedged items and are amortized over the
    remaining lives of the hedged items as adjustments to investment income or
    benefits from the hedged items through the IMR. Any unamortized gains or
    losses are recognized when the underlying hedged items are sold. The
    premiums paid for interest rate caps and swaptions are deferred and
    amoritized to net investment income on a straight-line basis over the term
    of the respective derivative.
 
    Hedge accounting is applied as indicated above after the Company determines
    that the items to be hedged expose the Company to interest rate
    fluctuations, the widening of bond yield spreads over comparable maturity
    U.S. government obligations, increased liabilities associated with certain
    reinsurance agreements and foreign exchange risk. Moreover, the derivatives
    used are designated as a hedge and reduce the indicated risk by having a
    high correlation between changes in the value of the derivatives and the
    items being hedged at both the inception of the hedge and throughout the
    hedge period. Should such criteria not be met or if the hedged items have
    been sold, terminated or matured, the change in value of the derivatives is
    included in net income.
 
    Mortgage loans on real estate are reported at unpaid balances, less
    allowances for impairments. Real estate is reported at depreciated cost.
 
    Realized investment gains and losses on investments sold are determined
    using the specific identification method. Changes in admitted asset carrying
    amounts of bonds, mortgage loans and common and preferred stocks are
    credited or charged directly in unassigned surplus.
 
    LOANED SECURITIES
    Securities loaned are treated as collateralized financing transactions and a
    liability is recorded equal to the repurchase price. It is the Company's
    policy to take possession of securities with a market value at least equal
    to the securities loaned. Securities loaned are recorded at amortized cost
    as long as the value of the related collateral is sufficient. The Company's
    agreements with third parties generally contain contractual provisions to
    allow for additional collateral to be obtained when necessary. The Company
    values collateral daily and obtains additional collateral when deemed
    appropriate.
 
    GOODWILL
    Goodwill, which represents the excess, subject to certain limitations, of
    the ceding commission over statutory-basis net assets of business purchased
 
S-8
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES (CONTINUED)
    under an assumption reinsurance agreement, is amortized on a straight-line
    basis over ten years.
 
    PREMIUMS
    Life insurance and annuity premiums are recognized as revenue when due.
    Accident and health premiums are earned pro rata over the contract term of
    the policies.
 
    BENEFITS
    Life, annuity and accident and health benefit reserves are developed by
    actuarial methods and are determined based on published tables using
    statutorily specified interest rates and valuation methods that will
    provide, in the aggregate, reserves that are greater than or equal to the
    minimum or guaranteed policy cash values or the amounts required by the
    Insurance Department. The Company waives deduction of deferred fractional
    premiums on the death of life and annuity policy insureds and returns any
    premium beyond the date of death, except for policies issued prior to March
    1977. Surrender values on policies do not exceed the corresponding benefit
    reserves. Additional reserves are established when the results of cash flow
    testing under various interest rate scenerios indicate the need for such
    reserves. If net premiums exceed the gross premiums on any insurance
    in-force, additional reserves are established. Benefit reserves for policies
    underwritten on a substandard basis are determined using the multiple table
    reserve method.
 
    The tabular interest, tabular less actual reserve released and the tabular
    cost have been determined by formula or from the basic data for such items.
    Tabular interest funds not involving life contingencies were determined
    using the actual interest credited to the funds plus the change in accrued
    interest.
 
    Liabilities related to guaranteed investment contracts and policyholder
    funds left on deposit with the Company generally are equal to fund balances
    less applicable surrender charges.
 
    CLAIMS AND CLAIM ADJUSTMENT EXPENSES
    Unpaid claims and claim adjustment expenses on accident and health policies
    represent the estimated ultimate net cost of all reported and
 
    unreported claims incurred during the year. The Company does not discount
    claims and claim adjustment expense reserves. The reserves for unpaid claims
    and claim adjustment expenses are estimated using individual case-basis
    valuations and statistical analyses. Those estimates are subject to the
    effects of trends in claim severity and frequency. Although considerable
    variability is inherent in such estimates, management believes that the
    reserves for claims and claim adjustment expenses are adequate. The
    estimates are continually reviewed and adjusted as necessary as experience
    develops or new information becomes known; such adjustments are included in
    current operations.
 
    REINSURANCE CEDED AND ASSUMED
    Reinsurance premiums, benefits and claims and claim adjustment expenses are
    accounted for on bases consistent with those used in accounting for the
    original policies issued and the terms of the reinsurance contracts. Certain
    business is transacted on a funds withheld basis and investment income on
    investments managed by the Company are reported in net investment income.
 
    PENSION BENEFITS
    Costs associated with the Company's defined benefit pension plans are
    systematically accrued during the expected period of active service of the
    covered employees.
 
    INCOME TAXES
    The Company and eligible subsidiaries have elected to file consolidated
    federal and state income tax returns with LNC and certain LNC subsidiaries.
    Pursuant to an intercompany tax sharing agreement with LNC, the Company
    provides for income taxes on a separate return filing basis. The tax sharing
    agreement also provides that the Company will receive benefit for net
    operating losses, capital losses and tax credits which are not usable on a
    separate return basis to the extent such items may be utilized in the
    consolidated income tax returns of LNC.
 
    STOCK OPTIONS
    The Company recognizes compensation expense for its stock option incentive
    plans using the intrinsic value method of accounting. Under the terms of
 
                                                                             S-9
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES (CONTINUED)
    the intrinsic value method, compensation cost is the excess, if any, of the
    quoted market price of LNC's common stock at the grant date, or other
    measurement date, over the amount an employee must pay to acquire the stock.
 
    ASSETS HELD IN SEPARATE ACCOUNTS AND LIABILITIES RELATED TO SEPARATE
    ACCOUNTS
    Separate account assets and liabilities reported in the accompanying balance
    sheets represent funds that are separately administered for variable life
    and variable annuity contracts and for which the contractholder, rather than
    the Company, bears the investment risk. Separate account assets are reported
    at fair value. The operations of the separate accounts are not included in
    the accompanying financial statements. Policy administration and investment
    management fees charged on separate account policyholder deposits are
    included in income from separate account investment management and
    administration service fees. Mortality charges on variable universal life
    contracts are included in income from expense charges on deposit funds. Fees
    charged relative to variable annuity and variable universal life
    administration agreements for separate account products sold by other
    insurance companies and not recorded on the Company's financial statements
    are included in income from separate account investment management and
    administration service fees.
 
    RECLASSIFICATION
    Certain amounts in the 1997 financial statements have been reclassified to
    conform with the 1998 presentation. These reclassifications had no effect on
    unassigned surplus or net income previously reported.
 
2.  PERMITTED STATUTORY ACCOUNTING PRACTICES
    The Company's statutory-basis financial statements are prepared in
    accordance with accounting practices prescribed or permitted by the
    Insurance Department. "Prescribed" statutory accounting practices are
    interspersed throughout state insurance laws and regulations, the NAIC's
    ACCOUNTING PRACTICES AND PROCEDURES MANUAL and a variety of other NAIC
    publications. "Permitted" statutory accounting practices encompass all
    accounting practices that are not prescribed; such practices may differ from
    state to state, may differ from company to company within a state and may
    change in the future.
 
    In 1998, the NAIC adopted codified statutory accounting principles
    ("Codification"). Codification will likely change, to some extent,
    prescribed statutory accounting practices and may result in changes to the
    accounting practices that the Company uses to prepare its statutory-basis
    financial statements. Codification will require adoption by the various
    states before it becomes the prescribed statutory-basis of accounting for
    insurance companies domesticated within those states. Accordingly, before
    Codification becomes effective for the Company, the state of Indiana must
    adopt Codification as the prescribed basis of accounting on which domestic
    insurers must report their statutory-basis results to the Insurance
    Department. At this time, it is anticipated that Indiana will adopt
    Codification, however, based on current guidance, management believes that
    the impact of Codification will not be material to the Company's
    statutory-basis financial statements.
 
    The Company has received written approval from the Insurance Department to
    record surrender charges applicable to separate account liabilities for
    variable life and annuity products as a liability in the separate account
    financial statements payable to the Company's general account. In the
    accompanying financial statements, a corresponding receivable is recorded
    with the related income impact recorded in the accompanying Statement of
    Operations as a change in reserves or change in premium and other deposit
    funds.
 
S-10
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
3.  INVESTMENTS
    The major categories of net investment income are as
    follows:
 
<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31
                                                                     1998       1997       1996
                                                                     -------------------------------
                                                                     (IN MILLIONS)
                                                                     -------------------------------
<S>                                                                  <C>        <C>        <C>
Income:
  Bonds                                                              $ 1,714.3  $ 1,524.4  $ 1,442.2
   ----------------------------------------------------------------
  Preferred stocks                                                        19.7       23.5        9.6
   ----------------------------------------------------------------
  Unaffiliated common stocks                                              10.6        8.3        6.5
   ----------------------------------------------------------------
  Affiliated common stocks                                                 5.2       15.0        9.5
   ----------------------------------------------------------------
  Mortgage loans on real estate                                          323.6      257.2      269.3
   ----------------------------------------------------------------
  Real estate                                                             81.4       92.2      114.4
   ----------------------------------------------------------------
  Policy loans                                                            86.5       37.5       35.0
   ----------------------------------------------------------------
  Other investments                                                       26.5       28.2       22.4
   ----------------------------------------------------------------
  Cash and short-term investments                                        104.7       70.3       48.9
   ----------------------------------------------------------------  ---------  ---------  ---------
Total investment income                                                2,372.5    2,056.6    1,957.8
- -------------------------------------------------------------------
Expenses:
  Depreciation                                                            19.3       21.0       25.0
   ----------------------------------------------------------------
  Other                                                                  246.0      188.5      176.5
   ----------------------------------------------------------------  ---------  ---------  ---------
Total investment expenses                                                265.3      209.5      201.5
- -------------------------------------------------------------------  ---------  ---------  ---------
Net investment income                                                $ 2,107.2  $ 1,847.1  $ 1,756.3
- -------------------------------------------------------------------  ---------  ---------  ---------
                                                                     ---------  ---------  ---------
</TABLE>
 
    Nonadmitted accrued investment income at December 31, 1997
    amounted to $2,600,000, consisting principally of interest
    on bonds in default and mortgage loans. No accrued
    investment income was nonadmitted at December 31, 1998.
 
                                                                            S-11
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
3.  INVESTMENTS (CONTINUED)
    The cost or amortized cost, gross unrealized gains and
    losses and the fair value of investments in bonds are
    summarized as follows:
 
<TABLE>
<CAPTION>
                                                     COST OR    GROSS        GROSS
                                                     AMORTIZED  UNREALIZED   UNREALIZED   FAIR
                                                     COST       GAINS        LOSSES       VALUE
                                                     ----------------------------------------------
                                                     (IN MILLIONS)
                                                     ----------------------------------------------
<S>                                                  <C>        <C>          <C>          <C>
At December 31, 1998:
  Corporate                                          $17,658.4   $ 1,159.8    $   148.2   $18,670.0
   ------------------------------------------------
  U.S. government                                        900.7        88.8          3.4       986.1
   ------------------------------------------------
  Foreign government                                     947.8        59.9         61.2       946.5
   ------------------------------------------------
  Mortgage-backed                                      4,312.1       171.6         33.4     4,450.3
   ------------------------------------------------
  State and municipal                                     11.9          .7           --        12.6
   ------------------------------------------------  ---------  -----------  -----------  ---------
                                                     $23,830.9   $ 1,480.8    $   246.2   $25,065.5
                                                     ---------  -----------  -----------  ---------
                                                     ---------  -----------  -----------  ---------
 
At December 31, 1997:
  Corporate                                          $13,003.8   $   942.2    $    60.1   $13,885.9
   ------------------------------------------------
  U.S. government                                        436.3        67.9           --       504.2
   ------------------------------------------------
  Foreign government                                   1,202.1       104.9          5.4     1,301.6
   ------------------------------------------------
  Mortgage-backed                                      3,874.3       215.2         27.1     4,062.4
   ------------------------------------------------
  State and municipal                                     44.2          .3           --        44.5
   ------------------------------------------------  ---------  -----------  -----------  ---------
                                                     $18,560.7   $ 1,330.5    $    92.6   $19,798.6
                                                     ---------  -----------  -----------  ---------
                                                     ---------  -----------  -----------  ---------
</TABLE>
 
    The carrying amount of bonds in the balance sheets at
    December 31, 1998 and 1997 reflects adjustments of
    $11,800,000 and $5,500,000, respectively, to decrease
    amortized cost as a result of the Securities Valuation
    Office of the NAIC ("SVO") designating certain investments
    as low or lower quality.
 
    A summary of the cost or amortized cost and fair value of
    investments in bonds at December 31, 1998, by contractual
    maturity, is as follows:
 
<TABLE>
<CAPTION>
                                                                               COST OR
                                                                               AMORTIZED  FAIR
                                                                               COST       VALUE
                                                                               --------------------
                                                                               (IN MILLIONS)
                                                                               --------------------
<S>                                                                            <C>        <C>
Maturity:
  In 1999                                                                      $   705.6  $   712.6
   --------------------------------------------------------------------------
  In 2000-2003                                                                   4,041.9    4,142.8
   --------------------------------------------------------------------------
  In 2004-2008                                                                   6,652.0    6,860.1
   --------------------------------------------------------------------------
  After 2008                                                                     8,119.3    8,899.7
   --------------------------------------------------------------------------
  Mortgage-backed securities                                                     4,312.1    4,450.3
   --------------------------------------------------------------------------  ---------  ---------
Total                                                                          $23,830.9  $25,065.5
- -----------------------------------------------------------------------------  ---------  ---------
                                                                               ---------  ---------
</TABLE>
 
S-12
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
3.  INVESTMENTS (CONTINUED)
    The expected maturities may differ from the contractual
    maturities in the foregoing table because certain borrowers
    may have the right to call or prepay obligations with or
    without call or prepayment penalties.
 
    Proceeds from sales of investments in bonds during 1998,
    1997 and 1996 were $9,395,000,000, $9,715,000,000 and
    $10,996,900,000, respectively. Gross gains during 1998, 1997
    and 1996 of $186,300,000, $218,100,000 and $169,700,000,
    respectively, and gross losses of $138,000,000, $78,000,000
    and $177,000,000, respectively, were realized on those
    sales.
 
    At December 31, 1998 and 1997, investments in bonds, with an
    admitted asset value of $97,800,000 and $76,200,000,
    respectively, were on deposit with state insurance
    departments to satisfy regulatory requirements.
 
    Unrealized gains and losses on investments in unaffiliated
    common stocks and preferred stocks are reported directly in
    unassigned surplus and do not affect operations. The cost or
    amortized cost, gross unrealized gains and losses and the
    fair value of investments in unaffiliated common stocks and
    preferred stocks are as follows:
 
<TABLE>
<CAPTION>
                                          COST OR     GROSS        GROSS
                                          AMORTIZED   UNREALIZED   UNREALIZED   FAIR
                                          COST        GAINS        LOSSES       VALUE
                                          --------------------------------------------
                                          (IN MILLIONS)
                                          --------------------------------------------
<S>                                       <C>         <C>          <C>          <C>
At December 31, 1998:
  Preferred stocks                         $236.0       $ 8.9        $ 2.4      $242.5
- ----------------------------------------
  Unaffiliated common stocks                223.3        62.0         26.0       259.3
- ----------------------------------------
At December 31, 1997:
  Preferred stocks                         $257.3       $12.1        $  .7      $268.7
- ----------------------------------------
  Unaffiliated common stocks                357.0        98.5         19.5       436.0
- ----------------------------------------
</TABLE>
 
    The carrying amount of preferred stocks in the balance
    sheets at December 31, 1998 and 1997 reflects adjustments of
    $5,800,000 and $4,000,000, respectively, to decrease
    amortized cost as a result of the SVO designating certain
    investments as low or lower quality.
 
    During 1998, the minimum and maximum lending rates for
    mortgage loans were 6.41% and 8.08%, respectively. At the
    issuance of a loan, the percentage of loan to value on any
    one loan does not exceed 75%. At December 31, 1998, the
    Company did not hold any mortgages with interest overdue
    beyond one year. All properties covered by mortgage loans
    have fire insurance at least equal to the excess of the loan
    over the maximum loan that would be allowed on the land
    without the building.
 
                                                                            S-13
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
3.  INVESTMENTS (CONTINUED)
    The components of the Company's real estate are summarized
    as follows:
 
<TABLE>
<CAPTION>
                                                                                     DECEMBER 31
                                                                                     1998       1997
                                                                                     --------------------
                                                                                     (IN MILLIONS)
                                                                                     --------------------
<S>                                                                                  <C>        <C>
Occupied by the Company:
  Land                                                                               $     2.5  $     2.5
   --------------------------------------------------------------------------------
  Buildings                                                                                9.0        8.4
   --------------------------------------------------------------------------------
  Less accumulated depreciation                                                           (1.7)      (1.2)
   --------------------------------------------------------------------------------  ---------  ---------
Net real estate occupied by the Company                                                    9.8        9.7
- -----------------------------------------------------------------------------------
Other:
  Land                                                                                    93.2      124.1
   --------------------------------------------------------------------------------
  Buildings                                                                              413.0      491.6
   --------------------------------------------------------------------------------
  Other                                                                                    7.9        8.1
   --------------------------------------------------------------------------------
  Less accumulated depreciation                                                          (50.1)     (49.1)
   --------------------------------------------------------------------------------  ---------  ---------
Net other real estate                                                                    464.0      574.7
- -----------------------------------------------------------------------------------  ---------  ---------
Net real estate                                                                      $   473.8  $   584.4
- -----------------------------------------------------------------------------------  ---------  ---------
                                                                                     ---------  ---------
</TABLE>
 
    Realized capital gains are reported net of federal income
    taxes and amounts transferred to the IMR as follows:
 
<TABLE>
<CAPTION>
                                                                          1998       1997       1996
                                                                          -------------------------------
                                                                          (IN MILLIONS)
                                                                          -------------------------------
<S>                                                                       <C>        <C>        <C>
Realized capital gains                                                    $   179.7  $   209.3  $    69.3
- ------------------------------------------------------------------------
Less amount transferred to IMR (net of related taxes (credit) of $27.3,
$54.0 and $(6.7) in 1998, 1997 and 1996, respectively)                         50.8      100.2      (12.4)
- ------------------------------------------------------------------------  ---------  ---------  ---------
                                                                              128.9      109.1       81.7
Less federal income taxes on realized gains                                    82.1       77.8       28.4
- ------------------------------------------------------------------------  ---------  ---------  ---------
Net realized capital gains                                                $    46.8  $    31.3  $    53.3
- ------------------------------------------------------------------------  ---------  ---------  ---------
                                                                          ---------  ---------  ---------
</TABLE>
 
S-14
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
4.  SUBSIDIARIES
    Statutory-basis financial information related to the
    Company's four wholly owned insurance subsidiaries is
    summarized as follows (in millions):
 
<TABLE>
<CAPTION>
                                                           DECEMBER 31, 1998
                                                           --------------------------------------------
                                                           FIRST
                                                           PENN       LNH&C        LNRAC      LLANY
                                                           --------------------------------------------
<S>                                                        <C>        <C>          <C>        <C>
Cash and invested assets                                   $ 1,221.1   $   333.9   $   403.6  $ 1,938.0
- ---------------------------------------------------------
Other assets                                                    40.3        31.3       490.0      270.2
- ---------------------------------------------------------  ---------  -----------  ---------  ---------
Total admitted assets                                      $ 1,261.4   $   365.2   $   893.6  $ 2,208.2
- ---------------------------------------------------------  ---------  -----------  ---------  ---------
                                                           ---------  -----------  ---------  ---------
 
Insurance reserves                                         $ 1,149.8   $   266.3   $   281.8  $ 1,814.5
- ---------------------------------------------------------
Other liabilities                                               42.0        24.0       553.7       45.1
- ---------------------------------------------------------
Liabilities related to separate accounts                          --          --          --      236.9
- ---------------------------------------------------------
Capital and surplus                                             69.6        74.9        58.1      111.7
- ---------------------------------------------------------  ---------  -----------  ---------  ---------
Total liabilities and capital and surplus                  $ 1,261.4   $   365.2   $   893.6  $ 2,208.2
- ---------------------------------------------------------  ---------  -----------  ---------  ---------
                                                           ---------  -----------  ---------  ---------
</TABLE>
 
<TABLE>
<CAPTION>
                                                             DECEMBER 31, 1998
                                                             --------------------------------------------
                                                             FIRST
                                                             PENN       LNH&C        LNRAC      LLANY
                                                             --------------------------------------------
<S>                                                          <C>        <C>          <C>        <C>
Revenues                                                     $   310.4   $   165.0   $   150.3  $ 1,402.6
- -----------------------------------------------------------
Expenses                                                         310.6       164.4       139.5    1,656.1
- -----------------------------------------------------------
Net realized gains (losses)                                       (0.3)        0.9        (0.1)      (0.7)
- -----------------------------------------------------------  ---------  -----------  ---------  ---------
Net income (loss)                                            $    (0.5)  $     1.5   $    10.7  $  (254.2)
- -----------------------------------------------------------  ---------  -----------  ---------  ---------
                                                             ---------  -----------  ---------  ---------
</TABLE>
 
<TABLE>
<CAPTION>
                                                             DECEMBER 31, 1997
                                                             ------------------------------------------------
                                                             FIRST
                                                             PENN       LNH&C        LNRAC        LLANY
                                                             ------------------------------------------------
<S>                                                          <C>        <C>          <C>          <C>
Cash and invested assets                                     $ 1,154.4   $   284.8    $   399.0    $   796.3
- -----------------------------------------------------------
Other assets                                                      36.9        77.3        481.6        130.8
- -----------------------------------------------------------  ---------  -----------  -----------  -----------
Total admitted assets                                        $ 1,191.3   $   362.1    $   880.6    $   972.1
- -----------------------------------------------------------  ---------  -----------  -----------  -----------
                                                             ---------  -----------  -----------  -----------
 
Insurance reserves                                           $ 1,072.2   $   266.7    $   279.3    $   588.7
- -----------------------------------------------------------
Other liabilities                                                 48.4        21.7        546.4          5.8
- -----------------------------------------------------------
Liabilities related to separate accounts                            --          --           --        164.7
- -----------------------------------------------------------
Capital and surplus                                               70.7        73.7         54.9        212.9
- -----------------------------------------------------------  ---------  -----------  -----------  -----------
Total liabilities and capital and surplus                    $ 1,191.3   $   362.1    $   880.6    $   972.1
- -----------------------------------------------------------  ---------  -----------  -----------  -----------
                                                             ---------  -----------  -----------  -----------
</TABLE>
 
                                                                            S-15
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
4.  SUBSIDIARIES (CONTINUED)
 
<TABLE>
<CAPTION>
                                                               DECEMBER 31, 1997
                                                               ----------------------------------------------
                                                               FIRST
                                                               PENN       LNH&C      LNRAC        LLANY
                                                               ----------------------------------------------
<S>                                                            <C>        <C>        <C>          <C>
Revenues                                                       $   267.6  $   135.4   $   125.3    $   230.0
- -------------------------------------------------------------
Expenses                                                           262.6      244.2       114.6        224.4
- -------------------------------------------------------------
Net realized gains (losses)                                           .1         .6         (.1)         (.1)
- -------------------------------------------------------------  ---------  ---------  -----------  -----------
Net income (loss)                                              $     5.1  $  (108.2)  $    10.6    $     5.5
- -------------------------------------------------------------  ---------  ---------  -----------  -----------
                                                               ---------  ---------  -----------  -----------
</TABLE>
 
    The Company also owns three non-insurance subsidiaries, all
    of which were formed or acquired in 1998. AnnuityNet, Inc.
    was formed for the distribution of variable annuities over
    the internet and is valued on the equity method with an
    admitted asset value of $1,500,000 at December 31, 1998.
    Lincoln National Insurance Associates was purchased for
    $600,000 and is valued on the equity method with an admitted
    asset value of $600,000 at December 31, 1998. Sagemark
    Consulting, Inc. ("Sagemark") was purchased in 1998 and is a
    broker dealer acquired in connection with a reinsurance
    transaction completed in 1998. Sagemark is valued on the
    equity method with an admitted asset value of $5,700,000 at
    December 31, 1998.
 
    The carrying value of all affiliated common stocks, was
    $322,100,000 and $412,100,000 at December 31, 1998 and 1997,
    respectively. The insurance affiliates are carried at
    statutory-basis net equity while other affiliates are
    recorded at GAAP basis net equity, adjusted for certain
    items which would be non-admitted under statutory accounting
    principles. The cost basis of investments in subsidiaries as
    of December 31, 1998 and 1997 was $631,100,000 and
    $466,200,000, respectively.
 
    During 1998, 1997 and 1996 the Company's insurance
    subsidiaries paid dividends of $5,200,000, $15,000,000 and
    $10,500,000, respectively.
 
5.  FEDERAL INCOME TAXES
    The effective federal income tax rate in the accompanying
    statements of operations differs from the prevailing
    statutory tax rate principally due to tax-exempt investment
    income, dividends received tax deductions and differences
    between statutory accounting and tax return recognition
    relative to policy acquisition costs, policy and contract
    liabilities and reinsurance ceding commissions.
 
    In 1997 and 1996, federal income taxes incurred totaled
    $78,300,000 and $83,600,000, respectively. In 1998, a
    federal income tax net operating loss of $103,800,000 and
    tax credits of $19,300,000 were incurred and carried back to
    recover taxes paid in prior years.
 
    The Company paid $2,300,000, $164,500,000 and $100,400,000
    to LNC in 1998, 1997 and 1996, respectively, for federal
    income taxes.
 
    Under prior income tax law, one-half of the excess of a life
    insurance company's income from operations over its taxable
    investment income was not taxed, but was set aside in a
    special tax account designated as "Policyholders' Surplus."
    The Company has approximately $187,000,000 of untaxed
    "Policyholders' Surplus" on which no payment of federal
    income taxes will be required unless it is distributed as a
    dividend, or under other specified conditions. Barring the
    passage of unfavorable legislation, the Company does not
    believe that any significant portion of the account will be
    taxed in the foreseeable future and no related tax liability
    has been recognized. If the entire balance of the account
 
S-16
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
5.  FEDERAL INCOME TAXES (CONTINUED)
    became taxable under the current federal income tax rate,
    the tax would be approximately $65,500,000.
 
6.  SUPPLEMENTAL FINANCIAL DATA
    The balance sheet caption, "Other admitted assets", includes
    amounts recoverable from other insurers for claims paid by
    the Company, and the balance sheet caption, "Future policy
    benefits and claims," has been reduced for insurance ceded
    as follows:
 
<TABLE>
<CAPTION>
                                                                                 DECEMBER 31
                                                                                 1998       1997
                                                                                 --------------------
                                                                                 (IN MILLIONS)
                                                                                 --------------------
<S>                                                                              <C>        <C>
Insurance ceded                                                                  $ 4,081.8  $ 1,431.0
- -------------------------------------------------------------------------------
Amounts recoverable from other insurers                                               79.9       35.9
- -------------------------------------------------------------------------------
</TABLE>
 
    Reinsurance transactions, excluding assumption reinsurance,
    included in the income statement caption, "Premiums and
    deposits," are as follows:
 
<TABLE>
<CAPTION>
                                                                        YEAR ENDED DECEMBER 31
                                                                        1998       1997       1996
                                                                        -------------------------------
                                                                        (IN MILLIONS)
                                                                        -------------------------------
<S>                                                                     <C>        <C>        <C>
Insurance assumed                                                       $ 9,018.9  $   727.2  $   241.3
- ----------------------------------------------------------------------
Insurance ceded                                                             877.1      302.9      193.3
- ----------------------------------------------------------------------  ---------  ---------  ---------
Net amount included in premiums                                         $ 8,141.8  $   424.3  $    48.0
- ----------------------------------------------------------------------  ---------  ---------  ---------
                                                                        ---------  ---------  ---------
</TABLE>
 
    The income statement caption, "Benefits and settlement
    expenses," is net of reinsurance recoveries of
    $2,098,800,000, $1,240,500,000 and $787,900,000 for 1998,
    1997 and 1996, respectively.
 
    Details underlying the balance sheet caption "Other
    policyholder funds" are as follows:
 
<TABLE>
<CAPTION>
                                                                               DECEMBER 31
                                                                               1998       1997
                                                                               --------------------
                                                                               (IN MILLIONS)
                                                                               --------------------
<S>                                                                            <C>        <C>
Premium deposit funds                                                          $16,285.2  $16,201.8
- -----------------------------------------------------------------------------
Undistributed earnings on participating business                                   348.4      142.0
- -----------------------------------------------------------------------------
Other                                                                               13.9       16.3
- -----------------------------------------------------------------------------  ---------  ---------
                                                                               $16,647.5  $16,360.1
                                                                               ---------  ---------
                                                                               ---------  ---------
</TABLE>
 
                                                                            S-17
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
6.  SUPPLEMENTAL FINANCIAL DATA (CONTINUED)
    Deferred and uncollected life insurance premiums and annuity
    considerations included in the balance sheet caption,
    "Premiums and fees in course of collection," are as follows:
 
<TABLE>
<CAPTION>
                                                                         DECEMBER 31, 1998
                                                                         -----------------------------------
                                                                                                 NET OF
                                                                         GROSS      LOADING      LOADING
                                                                         -----------------------------------
                                                                         (IN MILLIONS)
                                                                         -----------------------------------
<S>                                                                      <C>        <C>          <C>
Ordinary new business                                                    $     9.5   $     3.4    $     6.1
- -----------------------------------------------------------------------
Ordinary renewal                                                             (13.7)       11.3        (25.0)
- -----------------------------------------------------------------------
Group life                                                                    14.2          .2         14.0
- -----------------------------------------------------------------------  ---------       -----   -----------
                                                                         $    10.0   $    14.9    $    (4.9)
                                                                         ---------       -----   -----------
                                                                         ---------       -----   -----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                          DECEMBER 31, 1997
                                                                          -----------------------------------
                                                                                                  NET OF
                                                                          GROSS      LOADING      LOADING
                                                                          -----------------------------------
                                                                          (IN MILLIONS)
                                                                          -----------------------------------
<S>                                                                       <C>        <C>          <C>
Ordinary new business                                                     $     3.2   $     2.4    $      .8
- ------------------------------------------------------------------------
Ordinary renewal                                                               17.8         3.2         14.6
- ------------------------------------------------------------------------
Group life                                                                     10.6          .2         10.4
- ------------------------------------------------------------------------  ---------         ---        -----
                                                                          $    31.6   $     5.8    $    25.8
                                                                          ---------         ---        -----
                                                                          ---------         ---        -----
</TABLE>
 
    The Company has entered into non-exclusive managing general
    agent agreements with International Benefit Services Corp.,
    HRM Claim Management, Inc. and Pediatrics Insurance
    Consultants, Inc. to write group life and health business.
    Direct premiums written related to the agreements amounted
    to $11,900,000 and $13,400,000 in 1998 and 1997,
    respectively. During 1996, LNC Administrative Services
    Corporation, an affiliate, entered into a similar agreement
    with the Company with direct premiums written amounting to
    $7,000,000 and $7,200,000 in 1998 and 1997, respectively.
    Authority granted by the managing general agents agreements
    include underwriting, claims adjustment and claims payment
    services.
 
S-18
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
7.  ANNUITY RESERVES
    At December 31, 1998, the Company's annuity reserves and
    deposit fund liabilities, including separate accounts, that
    are subject to discretionary withdrawal with adjustment,
    subject to discretionary withdrawal without adjustment and
    not subject to discretionary withdrawal provisions are
    summarized as follows:
 
<TABLE>
<CAPTION>
                                                                                  AMOUNT     PERCENT
                                                                                  ----------------------
                                                                                  (IN MILLIONS)
                                                                                  ----------------------
<S>                                                                               <C>        <C>
Subject to discretionary withdrawal with adjustment:
  With market value adjustment                                                    $ 2,659.5           5%
   -----------------------------------------------------------------------------
  At book value, less surrender charge                                              2,959.2           5
   -----------------------------------------------------------------------------
  At market value                                                                  35,472.0          63
   -----------------------------------------------------------------------------  ---------         ---
                                                                                   41,090.7          73
Subject to discretionary withdrawal without adjustment at book value with
minimal or no charge or adjustment                                                 12,747.3          22
- --------------------------------------------------------------------------------
Not subject to discretionary withdrawal                                             2,625.1           5
- --------------------------------------------------------------------------------  ---------         ---
Total annuity reserves and deposit fund liabilities -- before reinsurance          56,463.1         100%
- --------------------------------------------------------------------------------                    ---
                                                                                                    ---
Less reinsurance                                                                    1,683.8
- --------------------------------------------------------------------------------  ---------
Net annuity reserves and deposit fund liabilities, including separate accounts    $54,779.3
- --------------------------------------------------------------------------------  ---------
                                                                                  ---------
</TABLE>
 
    A reconciliation of the total net annuity reserves and
    deposit fund liabilities to the amounts reported in the
    Company's 1998 Annual Statement and the Company's Separate
    Accounts Annual Statement is as follows:
 
<TABLE>
<CAPTION>
                                                                    DECEMBER 31,
                                                                    1998
                                                                    -------------
                                                                    (IN MILLIONS)
                                                                    -------------
<S>                                                                 <C>
Per 1998 Annual Statement:
  Exhibit 8, Section B -- Total (net)                                 $ 2,554.6
- ----------------------------------------------------------------
  Exhibit 8, Section C -- Total (net)                                      26.0
- ----------------------------------------------------------------
  Exhibit 10, Column 1, Line 19                                        16,579.6
- ----------------------------------------------------------------    -------------
                                                                       19,160.2
- ----------------------------------------------------------------    -------------
Per Separate Accounts Annual Statement
  Exhibit 6, Column 2, Line 0299999                                       146.4
- ----------------------------------------------------------------
  Page 3, Line 3                                                       35,472.7
- ----------------------------------------------------------------    -------------
                                                                       35,619.1
- ----------------------------------------------------------------    -------------
Total net annuity reserves and deposit fund liabilities               $54,779.3
- ----------------------------------------------------------------    -------------
                                                                    -------------
</TABLE>
 
8.  CAPITAL AND SURPLUS
    In 1998, the Company issued two surplus notes to LNC in return for cash of
    $1,250,000,000. The first note for $500,000,000 was issued to LNC in
    connection with the CIGNA indemnity reinsurance transaction on January 5,
    1998. This note calls for the Company to pay the principal amount of the
    notes on or before March 31, 2028 and interest to be paid quarterly at an
    annual rate of 6.56%. Subject to approval by the Indiana Insurance
    Commissioner, LNC also has a right to redeem the note for immediate
    repayment in total or in part once per year on the anniversary date of the
    note, but not before January 5, 2003. Any payment of interest or
 
                                                                            S-19
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
8.  CAPITAL AND SURPLUS (CONTINUED)
    repayment of principal may be paid only out of the Company's earnings, only
    if the Company's surplus exceeds specified levels ($2,315,700,000 at
    December 31, 1998), and subject to approval by the Indiana Insurance
    Commissioner. No interest payments were approved by the Indiana Insurance
    Commissioner as of December 31, 1998 and, thus, no amounts were accrued at
    that date.
 
    The second note for $750,000,000 was issued on December 18, 1998 to LNC in
    connection with the Aetna indemnity reinsurance transaction. This note calls
    for the Company to pay the principal amount of the notes on or before
    December 31, 2028 and interest to be paid quarterly at an annual rate of
    6.03%. Subject to approval by the Indiana Insurance Commissioner, LNC also
    has a right to redeem the note for immediate repayment in total or in part
    once per year on the anniversary date of the note, but not before December
    18, 2003. Any payment of interest or repayment of principal may be paid only
    out of the Company's earnings, only if the Company's surplus exceeds
    specified levels ($2,379,600,000 at December 31, 1998), and subject to
    approval by the Indiana Insurance Commissioner. No interest payments were
    approved by the Indiana Insurance Commissioner as of December 31, 1998 and,
    thus, no amounts were accrued at that date.
 
    A summary of the terms of these surplus notes follows:
 
<TABLE>
<CAPTION>
                                                                    CURRENT YEAR
                                     PRINCIPAL        PRINCIPAL       INTEREST
  DATE ISSUED                      AMOUNT OF NOTE    OUTSTANDING        PAID
  -------------------------------  --------------   -------------   ------------
  <S>                              <C>              <C>             <C>
  January 5, 1998                   $500,000,000    $ 500,000,000   $ 32,300,000
  -------------------------------
  December 18, 1998                  750,000,000      750,000,000             --
  -------------------------------
</TABLE>
 
    Life insurance companies are subject to certain Risk-Based Capital ("RBC")
    requirements as specified by the NAIC. Under those requirements, the amount
    of capital and surplus maintained by a life insurance company is to be
    determined based on the various risk factors related to it. At December 31,
    1998, the Company exceeds the RBC requirements.
 
    The payment of dividends by the Company is limited and cannot be made except
    from earned profits. The maximum amount of dividends that may be paid by
    life insurance companies without prior approval of the Indiana Insurance
    Commissioner is subject to restrictions relating to statutory surplus and
    net gain from operations. In January 1998, the Company assumed a block of
    individual life insurance and annuity business from CIGNA and in October
    1998, the Company assumed a block of individual life insurance business from
    Aetna (SEE NOTE 10). The statutory accounting regulations do not allow
    goodwill to be recognized on indemnity reinsurance transactions and
    therefore, the related ceding commission was expensed in the accompanying
    Statement of Operations and resulted in the reduction of unassigned surplus.
    As a result of these transactions, the Company's statutory-basis unassigned
    surplus is negative as of December 31, 1998 and it will be necessary for the
    Company to obtain prior approval of the Indiana Insurance Commissioner
    before paying any dividends to LNC until such time as statutory-basis
    unassigned surplus is positive. It is expected that statutory-basis
    unassigned surplus will return to a positive position within two to three
    years from the closing of the Aetna transaction assuming a level of
    statutory-basis earnings coinciding with recent earnings patterns. If
    statutory-basis earnings are less then recent patterns due to adverse
    operating conditions or further indemnity reinsurance transactions of this
    nature or other factors, or if dividends are approved and paid at amounts
    higher than recent history, the statutory-basis unassigned surplus may not
    return to a positive position as soon as expected. Although no assurance can
    be given, management believes that the approvals for the payment of such
    dividends in amounts consistent with those paid in the past can be obtained.
 
S-20
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
9.  EMPLOYEE BENEFIT PLANS
    LNC maintains defined benefit pension plans for its employees (including
    Company employees) and a defined contribution plan for the Company's agents.
    LNC also maintains 401(k) plans, deferred compensation plans and
    postretirement medical and life insurance plans for its employees and agents
    (including the Company's employees and agents). The aggregate expenses and
    accumulated obligations for the Company's portion of these plans are not
    material to the Company's statutory-basis financial statements of income or
    financial position for any of the periods shown.
 
    LNC has various incentive plans for key employees, agents and directors of
    LNC and its subsidiaries that provide for the issuance of stock options,
    stock appreciation rights, restricted stock awards and stock incentive
    awards. These plans are comprised primarily of stock option incentive plans.
    Stock options granted under the stock option incentive plans are at the
    market value at the date of grants and, subject to termination of
    employment, expire ten years from the date of grant. Such options are
    transferable only upon death and are exercisable one year from the date of
    grant for options issued prior to 1992. Option issued subsequent to 1991 are
    exercisable in 25% increments on the option issuance anniversary in the four
    years following issuance.
 
    As of December 31, 1998, 885,252 and 504,369 shares of LNC common stock were
    subject to options granted to Company employees and agents, respectively,
    under the stock option incentive plans of which 430,053 and 87,160,
    respectively, were exercisable on that date. The exercise prices of the
    outstanding options range from $23.50 to $96.41. During 1998, 1997 and 1996,
    136,469, 170,789 and 72,405 options were exercised, respectively, and
    18,288, 1,846 and 10,950 options were forfeited, respectively.
 
10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES
    DISABILITY INCOME CLAIMS
    The liability for disability income claims net of the related asset for
    amounts recoverable from reinsurers at December 31, 1998 and 1997 is a net
    liability of $670,100,000 and $516,900,000, respectively. This liability is
    based on the assumption that the recent experience will continue in the
    future. If incidence levels and/or claim termination rates fluctuate
    significantly from the assumptions underlying reserves, adjustments to
    reserves could be required in the future. Accordingly, this liability may
    prove to be deficient or excessive. The Company reviews reserve levels on an
    ongoing basis. However, it is management's opinion that such future
    development will not materially affect the financial position of the
    Company.
 
    During 1997, the Company conducted an in-depth review of loss experience on
    its disability income business. As a result of this study, the reserve level
    was deemed to be inadequate to meet future obligations if current incident
    levels were to continue in the future. In order to address this situation,
    the Company strengthened its disability income reserves by $80,000,000 in
    1997.
 
    MARKETING AND COMPLIANCE ISSUES
    Regulators continue to focus on market conduct and compliance issues. Under
    certain circumstances companies operating in the insurance and financial
    services markets have been held responsible for providing incomplete or
    misleading sales materials and for replacing existing policies with policies
    that were less advantageous to the policyholder. The Company's management
    continues to monitor the Company's sales materials and compliance procedures
    and is making an extensive effort to minimize any potential liability. Due
    to the uncertainty surrounding such matters, it is not possible to provide a
    meaningful estimate of the range of potential outcomes at this time;
    however, it is management's opinion that such future development will not
    materially affect the financial position of the Company.
 
    GROUP PENSION ANNUITIES
    The liabilities for guaranteed interest and group pension annuity contracts,
    which are no longer being sold by the Company, are supported by a single
    portfolio of assets that attempts to match the duration of these
    liabilities. Due to the long-term nature of group pension annuities and the
    resulting inability to exactly match cash flows, a risk exists that future
    cash flows from investments will not be reinvested at rates as high as
    currently earned by the portfolio. Accordingly, these liabilities may prove
    to be deficient or excessive. However, it is management's opinion that such
    future
 
                                                                            S-21
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
    development will not materially affect the financial position of the
    Company.
 
    LEASES
    The Company leases its home office properties through sale-leaseback
    agreements. The agreements provide for a 25 year lease period with options
    to renew for six additional terms of five years each. The agreements also
    provide the Company with the right of first refusal to purchase the
    properties during the term of the lease, including renewal periods, at a
    price as defined in the agreements. The Company also has the option to
    purchase the leased properties at fair market value as defined in the
    agreements on the last day of the initial 25-year lease ending in 2009 or on
    the last day of any of the renewal periods.
 
    Total rental expense on operating leases in 1998, 1997 and 1996 was
    $34,000,000, $29,300,000 and $26,400,000, respectively. Future minimum
    rental commitments are as follows (in millions):
 
<TABLE>
<S>                                     <C>
1999                                    $    18.9
- --------------------------------------
2000                                         18.4
- --------------------------------------
2001                                         18.7
- --------------------------------------
2002                                         18.7
- --------------------------------------
2003                                         18.6
- --------------------------------------
Thereafter                                  116.6
- --------------------------------------  ---------
                                        $   209.9
                                        ---------
                                        ---------
</TABLE>
 
    INFORMATION TECHNOLOGY COMMITMENT
    In February 1998, the Company signed a seven-year contract with IBM Global
    Services for information technology services for the Fort Wayne operations.
    Total costs incurred in 1998 were $54,800,000. Future minimum annual costs
    range from $33,600,000 to $56,800,000, however future costs are dependent on
    usage and could exceed these amounts.
 
    INSURANCE CEDED AND ASSUMED
    The Company cedes insurance to other companies, including certain
    affiliates. The portion of risks exceeding the Company's retention limit is
    reinsured with other insurers. Prior to December 31, 1997, the Company
    limited its maximum coverage that it retained on an individual to
    $3,000,000. Based on a review of the capital and business in-force effective
    in January 1998, the Company changed the amount it will retain on an
    individual to $10,000,000. Portions of the Company's deferred annuity
    business have also been reinsured with other companies to limit its exposure
    to interest rate risks. At December 31, 1998, the reserves associated with
    these reinsurance arrangements totaled $1,608,500,000. To cover products
    other than life insurance, the Company acquires other insurance coverages
    with retentions and limits that management believes are appropriate for the
    circumstances. The accompanying statutory-basis financial statements reflect
    premiums, benefits and policy acquisition expenses net of reinsurance ceded.
    The Company remains liable if its reinsurers are unable to meet their
    contractual obligations under the applicable reinsurance agreements.
 
    Proceeds from the sale of common stock of American Statements Financial
    Corporation ("American States") and proceeds from the January 5, 1998
    surplus note, were used to finance an indemnity reinsurance transaction
    whereby the Company and LLANY reinsured 100% of a block of individual life
    insurance and annuity business from CIGNA Corporation ("CIGNA"). The Company
    paid $1,264,400,000 to CIGNA on January 2, 1998 under the terms of the
    reinsurance agreement and recognized a ceding commission expense of
    $1,127,700,000 in 1998, which is included in the Statement of Operations
    line item "Underwriting, acquisition, insurance and other expenses." At the
    time of closing, this block of business had statutory liabilities of
    $4,658,200,000 that became the Company's obligation. The Company also
    received assets, measured on a historical statutory basis, equal to the
    liabilities.
 
    Pursuant to the terms of the reinsurance agreement, the Company, LLANY and
    CIGNA are in the final stages of agreeing to the statutory-basis values of
    these assets and liabilities. Any changes to these values that may occur in
    future periods will not be material to the Company's financial position.
 
    Subsequent to this transaction, the Company and LLANY announced that they
    had reached an agreement to sell the administration rights to a variable
 
S-22
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
    annuity portfolio that had been acquired as part of the block of business
    assumed on January 2, 1998. This sale closed on October 12, 1998 with an
    effective date of August 1, 1998.
 
    In connection with the completion of the CIGNA reinsurance transaction, the
    Company recorded a charge of $31,000,000 to cover certain costs of
    integrating the existing operations with the new block of business.
 
    On October 1, 1998, the Company and LLANY entered into an indemnity
    reinsurance transaction whereby the Company and LLANY reinsured 100% of a
    block of individual life insurance business from Aetna, Inc. The Company
    paid $856,300,000 to Aetna on October 1, 1998 under the terms of the
    reinsurance agreement and recognized a ceding commission expense of
    $815,300,000 in 1998, which is included in the Statement of Operations line
    item "Underwriting, acquisition, insurance and other expenses." At the time
    of closing, this block of business had statutory liabilities of
    $2,813,300,000 that became the Company's obligation. The Company also
    received assets, measured on a historical statutory basis, equal to the
    liabilities. The Company financed this reinsurance transaction with proceeds
    from short-term debt borrowings from LNC until the December 18, 1998 surplus
    note was approved by the Insurance Department. Subsequent to the Aetna
    transaction, the Company and LLANY announced that they had reached an
    agreement to retrocede the sponsored life business assumed for $87,600,000.
    The retrocession agreement closed on October 14, 1998 with an effective date
    of October 1, 1998.
 
    The Company assumes insurance from other companies, including certain
    affiliates. At December 31, 1998, the Company has provided $44,900,000 of
    statutory-basis surplus relief to other insurance companies under
    reinsurance transactions. The Company has retroceded 100% of this accepted
    surplus relief to its off-shore reinsurance affiliates. Generally, such
    amounts are offset by corresponding receivables from the ceding company,
    which are secured by future profits on the reinsured business. However, the
    Company is subject to the risk that the ceding company may become insolvent
    and the right of offset would not be permitted.
 
    The regulatory required liability for unsecured reserves ceded to
    unauthorized reinsurers was $43,400,000 and $8,200,000 at December 31, 1998
    and 1997, respectively.
 
    VULNERABILITY FROM CONCENTRATIONS
    At December 31, 1998, the Company did not have a material concentration of
    financial instruments in a single investee or industry. The Company's
    investments in mortgage loans principally involve commercial real estate. At
    December 31, 1998, 25% of such mortgages ($980,500,000) involved properties
    located in Texas and California. Such investments consist of first mortgage
    liens on completed income-producing properties and the mortgage outstanding
    on any individual property does not exceed $58,200,000.
 
    At December 31, 1998, the Company did not have a concentration of: 1)
    business transactions with a particular customer, lender or distributor; 2)
    revenues from a particular product or service; 3) sources of supply of labor
    or services used in the business; or 4) a market or geographic area in which
    business is conducted that makes it vulnerable to an event that is at least
    reasonably possible to occur in the near term and which could cause a severe
    impact to the Company's financial condition.
 
    OTHER CONTINGENCY MATTERS
    The Company is involved in various pending or threatened legal proceedings
    arising from the conduct of business. Most of these proceedings are routine
    in the ordinary course of business. The Company maintains professional
    liability insurance coverage for claims in excess of $5,000,000. The degree
    of applicability of this coverage will depend on the specific facts of each
    proceeding. In some instances, these proceedings include claims for
    compensatory and punitive damages and similar types of relief in addition to
    amounts for alleged contractual liability or requests for equitable relief.
    After consultation with legal counsel and a review of available facts, it is
    management's opinion that the ultimate liability, if any, under these suits
    will not have a material adverse affect on the financial position of the
    Company.
 
                                                                            S-23
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
    Four lawsuits involving alleged fraud in the sale of interest sensitive
    universal life and whole life insurance have been filed as class actions
    against the Company, although the court has not certified a class in any of
    these cases. Plaintiffs seek unspecified damages and penalties for
    themselves and on behalf of the putative class. While the relief sought in
    these cases is substantial, it is premature to make assessments about the
    potential loss, if any, because the status of the cases ranges from the
    early states of litigation to the dismissal and appeals stage. Management
    intends to defend these suits vigorously. The amount of liability, if any,
    which may arise as a result of these suits cannot be reasonably estimated at
    this time.
 
    The number of insurance companies that are under regulatory supervision has
    resulted, and is expected to continue to result, in assessments by state
    guaranty funds to cover losses to policyholders of insolvent or
    rehabilitated companies. Mandatory assessments may be partially recovered
    through a reduction in future premium taxes in some states. The Company has
    accrued for expected assessments net of estimated future premium tax
    deductions.
 
    GUARANTEES
    The Company has guarantees with off-balance-sheet risks whose contractual
    amounts represent credit exposure. Outstanding guarantees with off-
    balance-sheet risks at December 31, 1998 relate to mortgage loan
    pass-through certificates. 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. The
    outstanding guarantees as of December 31, 1998 and 1997 were $30,900,000 and
    $41,600,000, respectively. It is management's opinion that the value of the
    properties underlying these commitments is sufficient that in the event of
    default the impact would not be material to the Company. Accordingly, both
    the carrying value and fair value of these guarantees is zero at December
    31, 1998 and 1997.
 
    The Company's wholly owned subsidiary, LNH&C, accepts personal accident
    reinsurance programs from other insurance companies. Most of these programs
    are presented to LNH&C by independent brokers who represent the ceding
    companies. Certain excess of loss personal accident reinsurance programs
    created in the London market during 1993 through 1996 have produced and have
    potential to produce significant losses. At December 31, 1998 and 1997,
    liabilities of $177,400,000 and $186,300,000, respectively, have been
    established for such programs. These reserves are based on various estimates
    that are subject to considerable uncertainty. Accordingly, this reserve may
    prove to be deficient or excessive. However, it is management's opinion that
    such future development will not materially affect the financial position of
    the Company.
 
    The Company and LNH&C continue to investigate the personal accident
    reinsurance programs to determine if there are additional programs including
    certain workers compensation programs, which may produce losses. At this
    time, the Company and LNH&C do not have sufficient information to determine
    whether or not it is probable that additional losses have been incurred nor
    can the Company and LNH&C accurately estimate the ultimate cost or timing of
    the outcome on these programs.
 
    DERIVATIVES
    The Company has derivatives with off-balance-sheet risks whose notional or
    contract amounts exceed the credit exposure. The Company has entered into
    derivative transactions to reduce its exposure to fluctuations in interest
    rates, the widening of bond yield spreads over comparable maturity U.S.
    government obligations, commodity risk, credit risk, increased liabilities
    associated with reinsurance agreements and foreign exchange risks. In
    addition, the Company is subject to the risks associated with changes in the
    value of its derivatives; however, such changes in value generally are
    offset by changes in the value of the items
 
S-24
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
    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>
                                          NOTIONAL OR         ASSETS (LIABILITIES)
                                          CONTRACT AMOUNTS    -----------------------------------
                                                              CARRYING   FAIR   CARRYING   FAIR
                                                              VALUE      VALUE  VALUE      VALUE
                                          -------------------------------------------------------
 
                                          DECEMBER 31         DECEMBER 31       DECEMBER 31
                                          1998      1997      1998       1998   1997       1997
                                          -------------------------------------------------------
                                          (IN MILLIONS)
                                          -------------------------------------------------------
<S>                                       <C>       <C>       <C>        <C>    <C>        <C>
Interest rate derivatives:
  Interest rate cap agreements            $4,108.8  $4,900.0   $ 9.3     $  .9   $13.9     $   .9
       ---------------------------------
  Swaptions                                1,899.5   1,752.0    16.2       2.5     6.9        6.9
       ---------------------------------
  Interest rate swaps                        258.3      10.0      --       9.9      --       (1.8)
       ---------------------------------
  Put options                                 21.3        --      --       2.2      --         --
       ---------------------------------  --------  --------  --------   -----  --------   ------
                                           6,287.9   6,662.0    25.5      15.5    20.8        6.0
Foreign currency derivatives:
  Forward contracts                            1.5     163.1      --        --     5.4        5.4
       ---------------------------------
  Foreign currency swaps                      47.2      15.0      --        .3      --       (2.1)
       ---------------------------------  --------  --------  --------   -----  --------   ------
                                              48.7     178.1      --        .3     5.4        3.3
Commodity derivatives:
  Commodity swaps                              8.1        --      --       2.4      --         --
       ---------------------------------  --------  --------  --------   -----  --------   ------
                                          $6,344.7  $6,840.1   $25.5     $18.2   $26.2     $  9.3
                                          --------  --------  --------   -----  --------   ------
                                          --------  --------  --------   -----  --------   ------
</TABLE>
 
    A reconciliation of the notional or contract amounts for the significant
    programs using derivative agreements and contracts at December 31 is as
    follows:
 
<TABLE>
<CAPTION>
                                      ------------------------------------------------------------------
                                      INTEREST RATE CAPS    SPREAD LOCKS            SWAPTIONS
                                      1998       1997       1998         1997       1998       1997
                                      ------------------------------------------------------------------
                                      (IN MILLIONS)
                                      ------------------------------------------------------------------
<S>                                   <C>        <C>        <C>          <C>        <C>        <C>
Balance at beginning of year          $ 4,900.0  $ 5,500.0   $      --   $      --  $ 1,752.0  $   672.0
- ------------------------------------
New contracts                             708.8         --          --        50.0      218.3    1,080.0
- ------------------------------------
Terminations and maturities            (1,500.0)    (600.0)         --       (50.0)     (70.8)        --
- ------------------------------------  ---------  ---------         ---   ---------  ---------  ---------
Balance at end of year                $ 4,108.8  $ 4,900.0   $      --   $      --  $ 1,899.5  $ 1,752.0
- ------------------------------------  ---------  ---------         ---   ---------  ---------  ---------
                                      ---------  ---------         ---   ---------  ---------  ---------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                   FINANCIAL FUTURES
                                                                           CONTRACTS   INTEREST RATE SWAPS
                                                               --------------------------------------------
                                                               1998         1997       1998       1997
                                                               --------------------------------------------
<S>                                                            <C>          <C>        <C>        <C>
Balance at beginning of year                                    $      --   $   147.7  $    10.0  $      --
- -------------------------------------------------------------
New contracts                                                          --        88.3    2,226.6       10.0
- -------------------------------------------------------------
Terminations and maturities                                            --      (236.0)  (1,978.3)        --
- -------------------------------------------------------------         ---   ---------  ---------  ---------
Balance at end of year                                          $      --   $      --  $   258.3  $    10.0
- -------------------------------------------------------------         ---   ---------  ---------  ---------
                                                                      ---   ---------  ---------  ---------
</TABLE>
 
                                                                            S-25
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                      PUT OPTIONS                     COMMODITY SWAPS
                                                                      ------------------------------------------------
                                                                      1998       1997         1998         1997
                                                                      ------------------------------------------------
<S>                                                                   <C>        <C>          <C>          <C>
Balance at beginning of year                                          $      --   $      --    $      --    $      --
- --------------------------------------------------------------------
New contracts                                                              21.3          --          8.1           --
- --------------------------------------------------------------------
Terminations and maturities                                                  --          --           --           --
- --------------------------------------------------------------------  ---------         ---          ---          ---
Balance at end of year                                                $    21.3   $      --    $     8.1    $      --
- --------------------------------------------------------------------  ---------         ---          ---          ---
                                                                      ---------         ---          ---          ---
</TABLE>
 
<TABLE>
<CAPTION>
 
                                             FOREIGN CURRENCY DERIVATIVES (FOREIGN INVESTMENTS)
                                             ------------------------------------------------------------------
 
                                             FOREIGN EXCHANGE      FOREIGN CURRENCY        FOREIGN CURRENCY
                                             FORWARD CONTRACTS     OPTIONS                 SWAPS
                                             1998       1997       1998         1997       1998       1997
                                             ------------------------------------------------------------------
                                             (IN MILLIONS)
                                             ------------------------------------------------------------------
<S>                                          <C>        <C>        <C>          <C>        <C>        <C>
Balance at beginning of year                 $   163.1  $   251.5   $      --   $    43.9  $    15.0  $    15.0
- -------------------------------------------
New contracts                                    419.8      833.1          --          --       39.2         --
- -------------------------------------------
Terminations and maturities                     (581.4)    (921.6)         --       (43.9)      (7.0)        --
- -------------------------------------------  ---------  ---------         ---   ---------  ---------  ---------
Balance at end of year                       $     1.5  $   163.0   $      --   $      --  $    47.2  $    15.0
- -------------------------------------------  ---------  ---------         ---   ---------  ---------  ---------
                                             ---------  ---------         ---   ---------  ---------  ---------
</TABLE>
 
    INTEREST RATE CAP AGREEMENTS
    The interest rate cap agreements, which expire in 1999 through 2006, entitle
    the Company to receive quarterly payments from the counterparties on
    specified future reset dates, contingent on future interest rates. For each
    cap, the amount of such payments, if any, is determined by the excess of a
    market interest rate over a specified cap rate multiplied by the notional
    amount divided by four. The purpose of the Company's interest rate cap
    agreement program is to protect its annuity line of business from the effect
    of rising interest rates. The premium paid for the interest rate caps is
    included in other assets ($9,300,000 as of December 31, 1998) and is being
    amortized over the terms of the agreements. This amortization is included in
    net investment income.
 
    SWAPTIONS
    Swaptions, which expire in 1999 through 2003, entitle the Company to receive
    settlement payments from the counterparties on specified expiration dates,
    contingent on future interest rates. For each swaption, the amount of such
    settlement payments, if any, is determined by the present value of the
    difference between the fixed rate on a market rate swap and the strike rate
    multiplied by the notional amount. The purpose of the Company's swaption
    program is to protect its annuity line of business from the effect of rising
    interest rates. The premium paid for the swaptions is included in other
    assets ($16,200,000 as of December 31, 1998) and is being amortized over the
    terms of the agreements. This amortization is included in net investment
    income.
 
    SPREAD LOCK AGREEMENTS
    Spread-lock agreements provide for a lump sum payment to or by the Company,
    depending on whether the spread between the swap rate and a specified
    government 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 government
    security and the price sensitivity of the swap at that time. The purpose of
    the Company's spread-lock program is to protect a portion of its fixed
    maturity securities against widening of spreads.
 
    FINANCIAL FUTURE CONTRACTS
    The Company uses exchange-traded financial futures contracts to hedge
    against interest rate risks and to manage duration of a portion of its
 
S-26
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
    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. They 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.
 
    INTEREST RATE SWAP AGREEMENTS
    The Company uses interest rate swap agreements to hedge its exposure to
    floating rate bond coupon payments, replicating a fixed rate bond. An
    interest rate swap is a contractual agreement to exchange payments at one or
    more times based on the actual or expected price, level, performance or
    value of one or more underlying interest rates. The Company is required to
    pay the counterparty to the agreements the stream of variable coupon
    payments generated from the bonds, and in turn, receives a fixed payment
    from the counterparty at a predetermined interest rate. The net
    receipts/payments from interest rate swaps are recorded in net investment
    income.
 
    The Company also uses interest rate swap agreements to hedge its exposure to
    interest rate fluctuations related to the anticipated purchase of assets to
    support newly acquired or assumed blocks of business. Once the assets are
    purchased, the gains resulting from the termination of the swap agreements
    are applied to the basis of the assets purchased. The gains are recognized
    in earnings over the life of the assets.
 
    PUT OPTION
    The Company uses put options, combined with various perpetual fixed income
    securities, and interest rate swaps to replicate a fixed income, fixed
    maturity investment. The put options give the Company the right, but not the
    obligation, to sell to the counterparty of the agreement the specified
    securities on a specified date at a fixed price.
 
    FOREIGN CURRENCY DERIVATIVES (FOREIGN INVESTMENTS)
    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
    re-exchange the two currencies at the same rate of exchange at a specified
    future date.
 
    COMMODITY SWAP
    The Company uses a commodity swap to hedge its exposure to fluctuations in
    the price of gold, which is the underlying variable in determining the
    periodic interest payments associated with a fixed income security. A
    commodity swap is a contractual agreement to exchange a certain amount of a
    particular commodity for a fixed amount of cash. The Company owns a fixed
    income security that meets its coupon payment obligations in gold bullion.
    The Company is obligated to pay to the counterparty the gold bullion, and in
    return, receives from the counterparty a stream of fixed income payments.
    The fixed income payments are the product of the swap notional multiplied by
    the fixed rate stated in the swap agreement. The net receipts/payments from
    commodity swaps are recorded in net investment income.
 
    ADDITIONAL DERIVATIVE INFORMATION
    Expenses for the agreements and contracts described above amounted to
    $10,000,000, $7,000,000 and $6,900,000 in 1998, 1997 and 1996, respectively.
    Deferred losses of $48,200,000 as of December 31, 1998, were the result of:
    1) terminated and expired spread-lock agreements and; 2) terminated interest
    rate swaps. These losses 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, swaptions, spread-lock
    agreements, financial futures, interest rate swaps, put options and foreign
    currency derivatives. However, the Company does not anticipate
    nonperformance
 
                                                                            S-27
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
    by any of the counterparties. The credit risk associated with such
    agreements is minimized by purchasing such agreements from financial
    institutions with long-standing, superior performance records. The amount of
    such exposure is essentially the net replacement cost or market value for
    such agreements with each counterparty if the net market value is in the
    Company's favor. At December 31, 1998, the exposure was $21,100,000.
 
11. FAIR VALUE OF FINANCIAL INSTRUMENTS
    The following discussion outlines the methodologies and assumptions used to
    determine the estimated fair values of the Company's financial instruments.
    Considerable judgment is required to develop these fair values. Accordingly,
    the estimates shown are not necessarily indicative of the amounts that would
    be realized in a one-time, current market exchange of all of the Company's
    financial instruments.
 
    BONDS AND UNAFFILIATED COMMON STOCK
    Fair values of bonds are based on quoted market prices, where available. For
    bonds not actively traded, fair values are estimated using values obtained
    from independent pricing services. In the case of private placements, fair
    values are estimated by discounting expected future cash flows using a
    current market rate applicable to the coupon rate, credit quality and
    maturity of the investments. The fair values of unaffiliated common stocks
    are based on quoted market prices.
 
    PREFERRED STOCK
    Fair values of preferred stock are based on quoted market prices, where
    available. For preferred stock not actively traded, fair values are based on
    values of issues of comparable yield and quality.
 
    MORTGAGE LOANS ON REAL ESTATE
    The estimated fair value of mortgage loans on real estate was established
    using a discounted cash flow method based on credit rating, maturity and
    future income. The ratings for mortgages in good standing are based on
    property type, location, market conditions, occupancy, debt service
    coverage, loan to value, caliber of tenancy, borrower and payment record.
    Fair values for impaired mortgage loans are based on: 1) the present value
    of expected future cash flows discounted at the loan's effective interest
    rate; 2) the loan's market price; or 3) the fair value of the collateral if
    the loan is collateral dependent.
 
    POLICY LOANS
    The estimated fair values of investments in policy loans are calculated on a
    composite discounted cash flow basis using Treasury interest rates
    consistent with the maturity durations assumed. These durations are based on
    historical experience.
 
    OTHER INVESTMENTS AND CASH AND SHORT-TERM INVESTMENTS
    The carrying values for assets classified as other investments and cash and
    short-term investments in the accompanying statutory-basis balance sheets
    approximate their fair value.
 
    INVESTMENT-TYPE INSURANCE CONTRACTS
    The balance sheet captions, "Future policy benefits and claims" and "Other
    policyholder funds," include investment type insurance contracts (i.e.,
    deposit contracts and guaranteed interest contracts). The fair values for
    the deposit contracts and certain guaranteed interest contracts are based on
    their approximate surrender values. The fair values for the remaining
    guaranteed interest and similar contracts are estimated using discounted
    cash flow calculations. These calculations are based on interest rates
    currently offered on similar contracts with maturities that are consistent
    with those remaining for the contracts being valued.
 
    The remainder of the balance sheet captions "Future policy benefits and
    claims" and "Other policyholder funds," that do not fit the definition of
    "investment-type insurance contracts" are considered insurance contracts.
    Fair value disclosures are not required for these insurance contracts and
    have not been determined by the Company. It is the Company's position that
    the disclosure of the fair value of these insurance contracts is important
    because readers of these financial statements could draw inappropriate
    conclusions about the Company's capital and surplus determined on a fair
    value basis. It could be misleading if only the fair value of assets and
    liabilities defined as financial instruments are disclosed. The Company and
    other
 
S-28
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
11. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
    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 DEBT
    For short-term debt, the carrying value approximates fair value.
 
    SURPLUS NOTES DUE TO LNC
    Fair values for surplus notes are estimated using discounted cash flow
    analysis based on the Company's current incremental borrowing rate for
    similar types of borrowing arrangements.
 
    GUARANTEES
    The Company's guarantees include guarantees related to mortgage loan
    pass-through certificates. Based on historical performance where repurchases
    have been negligible and the current status, which indicates none of the
    loans are delinquent, the fair value liability for the guarantees related to
    the mortgage loan pass-through certificates is zero.
 
    DERIVATIVES
    The Company employs several different methods for determining the fair value
    of its derivative instruments. Fair values for these contracts are based on
    current settlement values. These values are based on quoted market prices
    for the foreign currency exchange contracts and financial future contracts
    and; 2) industry standard models that are commercially available for
    interest rate cap agreements, swaptions, spread lock agreements, interest
    rate swaps, commodity swaps and put options.
 
    INVESTMENT COMMITMENTS
    Fair values for commitments to make investment in fixed maturity securities
    (primarily private placements), mortgage loans on real estate and real
    estate are based on the difference between the value of the committed
    investments as of the date of the accompanying balance sheets and the
    commitment date. These estimates would take into account changes in interest
    rates, the counterparties' credit standing and the remaining terms of the
    commitments.
 
    SEPARATE ACCOUNTS
    Assets held in separate accounts are reported in the accompanying
    statutory-basis balance sheets at fair value. The related liabilities are
    also reported at fair value in amounts equal to the separate account assets.
 
                                                                            S-29
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
11. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
    The carrying values and estimated fair values of the Company's financial
    instruments are as follows:
 
<TABLE>
<CAPTION>
                                                 DECEMBER 31
                                                 ----------------------------------------------
                                                 1998                    1997
                                                 ----------------------------------------------
                                                 CARRYING                CARRYING
ASSETS (LIABILITIES)                             VALUE       FAIR VALUE  VALUE       FAIR VALUE
- -----------------------------------------------------------------------------------------------
                                                 (IN MILLIONS)
                                                 ----------------------------------------------
<S>                                              <C>         <C>         <C>         <C>
Bonds                                            $ 23,830.9  $ 25,065.5  $ 18,560.7  $ 19,798.6
- -----------------------------------------------
Preferred stocks                                      236.0       242.5       257.3       268.7
- -----------------------------------------------
Unaffiliated common stocks                            259.3       259.3       436.0       436.0
- -----------------------------------------------
Mortgage loans on real estate                       3,932.9     4,100.1     3,012.7     3,179.2
- -----------------------------------------------
Policy loans                                        1,606.0     1,685.9       660.5       648.3
- -----------------------------------------------
Other investments                                     434.4       434.4       335.5       335.5
- -----------------------------------------------
Cash and short-term investments                     1,725.4     1,725.4     2,133.0     2,133.0
- -----------------------------------------------
Investment-type insurance contracts:
  Deposit contracts and certain guaranteed
    interest contracts                            (17,845.8)  (17,486.4)  (17,324.2)  (16,887.6)
   --------------------------------------------
  Remaining guaranteed interest and similar
    contracts                                        (714.4)     (738.2)   (1,267.0)   (1,294.6)
   --------------------------------------------
Short-term debt                                      (140.0)     (140.0)     (120.0)     (120.0)
- -----------------------------------------------
Surplus notes due to LNC                           (1,250.0)   (1,335.1)         --          --
- -----------------------------------------------
Derivatives                                            25.5        18.2        26.2         9.3
- -----------------------------------------------
Investment commitments                                   --        (0.6)         --        (0.5)
- -----------------------------------------------
Separate account assets                            36,907.0    36,907.0    31,330.9    31,330.9
- -----------------------------------------------
Separate account liabilities                      (36,907.0)  (36,907.0)  (31,330.9)  (31,330.9)
- -----------------------------------------------
</TABLE>
 
12. ACQUISITIONS AND SALES OF SUBSIDIARIES
    In October 1996, the Company and LLANY purchased a block of group
    tax-qualified annuity business from UNUM Corporation affiliates. The bulk of
    the transaction was completed in the form of an assumption reinsurance
    transaction, which resulted in a ceding commission of $71,800,000. The
    ceding commission resulted in admissible goodwill of $62,300,000, which is
    being amortized on a straight-line basis over 10 years. LLANY was required
    by the New York Department of Insurance to expense its portion of the ceding
    commission in 1996. Policy liabilities and related accruals of the Company
    and its wholly owned subsidiary increased by $3,200,000,000 as a result of
    this transaction.
 
    In 1997, LNC contributed 25,000,000 shares of common stock of American
    States to the Company. American States is a property casualty insurance
    holding company of which LNC owned 83.3%. The contributed common stock was
    accounted for as a capital contribution equal to the fair value of the
    common stock received by the Company. Subsequently, the American States
    common stock owned by the Company, along with all other American States
    common stock owned by LNC and its affiliates, was sold. The Company received
    proceeds from the sale in the amount of $1,175,000,000. The Company
    recognized no gain or loss on the sale of its portion of the common stock
    due to the receipt of the stock at fair value. The proceeds from this sale
    of stock were used to partially finance the CIGNA indemnity reinsurance
    transaction.
 
S-30
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
13. TRANSACTIONS WITH AFFILIATES
    A wholly owned subsidiary of LNC, Lincoln Life and Annuity Distributors,
    Inc. ("LLAD"), has a nearly exclusive general agent's contract with the
    Company under which it sells the Company's products and provides the service
    that otherwise would be provided by a home office marketing department and
    regional offices. For providing these selling and marketing services, the
    Company paid LLAD override commissions of $76,700,000 in 1998 and override
    commissions and operating expense allowances of $61,600,000 and $56,300,000
    in 1997 and 1996, respectively. LLAD incurred expenses of $102,400,000,
    $5,500,000 and $15,700,000 in 1998, 1997 and 1996, respectively, in excess
    of the override commissions and operating expense allowances received from
    the Company, which the Company is not required to reimburse. Effective in
    January 1998, the Company and LLAD agreed to increase the override
    commission expense and eliminate the operating expense allowance.
 
    Cash and short-term investments at December 31, 1998 and 1997 include the
    Company's participation in a short-term investment pool with LNC of
    $383,600,000 and $325,600,000, respectively. Related investment income
    amounted to $16,800,000, $15,500,000 and $15,300,000 in 1998, 1997 and 1996,
    respectively. Short-term loan payable to parent company at December 31, 1998
    and 1997 represent notes payable to LNC.
 
    The Company provides services to and receives services from affiliated
    companies which resulted in a net payment of $92,100,000, $48,500,000 and
    $34,100,000 in 1998, 1997 and 1996, respectively.
 
    The Company cedes and accepts reinsurance from affiliated companies.
    Premiums in the accompanying statements of income include premiums on
    insurance business accepted under reinsurance contracts and exclude premiums
    ceded to other affiliated companies, as follows:
 
<TABLE>
<CAPTION>
                        YEAR ENDED DECEMBER 31
                        1998       1997       1996
                        -------------------------------
                        (IN MILLIONS)
                        -------------------------------
<S>                     <C>        <C>        <C>
Insurance assumed       $    13.7  $    11.9  $    17.9
- ----------------------
Insurance ceded             290.1      100.3      302.8
- ----------------------
</TABLE>
 
    The balance sheets include reinsurance balances with affiliated companies as
    follows:
 
<TABLE>
<CAPTION>
                          DECEMBER 31
                          1998       1997
                          --------------------
                          (IN MILLIONS)
                          --------------------
<S>                       <C>        <C>
Future policy benefits
and claims assumed        $   197.3  $   245.5
- ------------------------
Future policy benefits
and claims ceded            1,125.0      997.2
- ------------------------
Amounts recoverable on
paid and unpaid losses         84.2       30.4
- ------------------------
Reinsurance payable on
paid losses                     6.0        5.3
- ------------------------
Funds held under
reinsurance treaties --
net liability               1,375.4    1,115.4
- ------------------------
</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 $318,300,000 and $280,900,000 at December 31, 1998 and 1997,
    respectively. The letters of credit are issued by banks and represent
    guarantees of performance under the reinsurance agreement. At December 31,
    1998 and 1997, LNC had guaranteed $237,000,000 and $229,100,000,
    respectively, of these letters of credit. At December 31, 1998, the Company
    has a receivable (included in the foregoing amounts) from affiliated
    insurance companies in the amount of $122,400,000 for statutory surplus
    relief received under financial reinsurance ceded agreements.
 
14. SEPARATE ACCOUNTS
    Separate account assets held by the Company consist primarily of long-term
    bonds, common stocks, short-term investments and mutual funds and are
    carried at market value. Substantially all of the separate accounts do not
    have any minimum guarantees and the investment risks associated with market
    value changes are borne entirely by the policyholder.
 
    Separate account premiums, deposits and other considerations amounted to
    $3,953,300,000, $4,821,800,000 and $4,148,700,000 in 1998, 1997
 
                                                                            S-31
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
14. SEPARATE ACCOUNTS (CONTINUED)
    and 1996, respectively. Reserves for separate accounts with assets at fair
    value were $36,145,900,000 and $30,560,700,000 at
 
    December 31, 1998 and 1997, respectively. All reserves are subject to
    discretionary withdrawal at market value.
 
    A reconciliation of transfers to (from) separate accounts is as follows:
 
<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31
                                                              1998           1997
                                                              ------------------------
                                                              (IN MILLIONS)
                                                              ------------------------
<S>                                                           <C>            <C>
Transfers as reported in the Summary of Operations of the
various separate accounts:
  Transfers to separate accounts                              $ 3,954.9      $ 4,824.0
- ------------------------------------------------------------
  Transfers from separate accounts                             (4,069.8)      (2,943.8)
- ------------------------------------------------------------  ---------      ---------
Net transfers to (from) separate accounts as reported in the
Summary of Operations                                         $  (114.9)     $ 1,880.2
- ------------------------------------------------------------  ---------      ---------
                                                              ---------      ---------
</TABLE>
 
15. RECONCILIATION OF ANNUAL STATEMENT TO AUDITED FINANCIAL STATEMENTS
    In 1997, certain errors were identified by the Illinois
    Insurance Department in the calculation of the AVR as of
    December 31, 1996 and 1995. The effects of the AVR errors
    also resulted in the need for revisions in the calculation
    of certain investment limitation thresholds, the results of
    which indicated that additional assets should have been
    nonadmitted as of December 31, 1996. As discussed by the
    Company with the Indiana and Illinois Insurance Departments,
    corrections were made to affected pages of the Company's
    NAIC Annual Statement which were refiled with various state
    insurance departments. However, due to immateriality of the
    corrections in relation to the financial statements taken as
    a whole, the audited 1996 and 1995 statutory-basis financial
    statements were not corrected and re-issued.
 
    The Company's 1997 NAIC Annual Statement, as filed with
    various state insurance departments, also includes the
    corrected balances for 1996 and 1995. The following is a
    reconciliation of total admitted assets, total liabilities
    and capital and surplus as of December 31, 1996 as presented
    in the 1997 NAIC Annual Statement (as corrected) to the
    accompanying audited financial statements.
 
<TABLE>
<CAPTION>
                                          TOTAL                    CAPITAL
                                          ADMITTED   TOTAL         AND
                                          ASSETS     LIABILITIES   SURPLUS
                                          ---------------------------------
<S>                                       <C>        <C>           <C>
Balance as of December 31, 1996 as
reported in the accompanying audited
financial statements                      $50,016.6   $ 48,054.0   $1,962.6
- ----------------------------------------
Effect of AVR errors                             --         37.6      (37.6)
- ----------------------------------------
Effect of change in investment
limitations                                   (57.0)          --      (57.0)
- ----------------------------------------  ---------  -----------   --------
Balance as of December 31, 1996 as
reported in the 1997 NAIC Annual
Statement                                 $49,959.6   $ 48,091.6   $1,868.0
- ----------------------------------------  ---------  -----------   --------
                                          ---------  -----------   --------
</TABLE>
 
S-32
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
16. CENTURY COMPLIANCE (UNAUDITED)
    The Year 2000 issue is pervasive and complex and affects virtually every
    aspect of the Company's business. The Company's computer systems and
    interfaces with the computer systems of vendors, suppliers, customers and
    business partners are particularly vulnerable. The Company has been
    redirecting a large portion of internal Information Technology efforts and
    contracting with outside consultants to update systems to address Year 2000
    issues. Experts have been engaged to assist in developing work plans and
    cost estimates and to complete remediation activities.
 
    For the year ended December 31, 1998, the Company identified expenditures of
    $26,300,000 to address this issue. This brings the expenditures for 1996
    through 1998 to $34,200,000 million. The Company's financial plans for 1999
    and 2000 include expected expenditures of an additional $38,300,000 bringing
    estimated overall Year 2000 expenditures to $72,500,000. Because updating
    systems and procedures is an integral part of the Company's on-going
    operations, approximately 50% of expenditures shown above are expected to
    continue after all Year 2000 issues have been resolved. Actual Year 2000
    expenditures through December 31, 1998 and future Year 2000 expenditures are
    expected to be funded from operating cash flows. The anticipated cost of
    addressing Year 2000 issues is based on management's current best estimates
    which were derived utilizing numerous assumptions of future events,
    including the continued availability of certain resources, third party
    modification plans and other factors. Such costs will be closely monitored
    by management. Nevertheless, there can be no guarantee that actual costs
    will not be higher than these estimated costs. Specific factors that might
    cause such differences include, but are not limited to, the availability and
    cost of personnel trained in this area, the ability to locate and correct
    all relevant computer problems and other uncertainties. The total
    expenditures identified represent only the Company's portion of LNC's larger
    expenditures to address the Year 2000 issue.
 
    The current scope of the overall Year 2000 program includes the following
    four major project areas: 1) addressing the readiness of business
    applications, operating systems and hardware on mainframe, personal computer
    and Local Area Network platforms (IT); 2) addressing the readiness of non-IT
    embedded software and equipment (non-IT); 3) addressing the readiness of key
    business partners and 4) establishing Year 2000 contingency plans.
 
    The projects to address IT and non-IT readiness have four major phases.
    Phase one involves raising awareness and creating an inventory of all IT and
    non-IT assets. The second phase consists of assessing all items inventoried
    to initially determine whether they are affected by the Year 2000 issue and
    preparing general plans and strategies. The third phase entails the detailed
    planning and remediation of affected systems and equipment. The last phase
    consists of testing to verify Year 2000 readiness.
 
    The Company has completed those four phases for over two-thirds of its high
    priority IT systems, including those provided by software vendors. While the
    Company's year 2000 program for nearly all high priority IT systems is
    expected to be completed in the first quarter 1999, phase four, for a small
    but important subset of these systems, will continue through the end of the
    second quarter 1999. As of December 31, 1998, the status of projects
    addressing readiness of IT assets is: 100% of IT assets have been
    inventoried (Phase 1) and assessed (Phase 2); 94% of IT projects have been
    through the remediation phase (Phase 3) with the last project scheduled for
    completion by the end of March 1999; and 69% of IT projects have completed
    the testing phase (Phase 4) with the last project scheduled to finish
    testing by the end of June 1999. A portion of the effort that extends into
    1999 is dependent on outside third parties and is behind the original
    schedule. The Company is working with these parties to modify the completion
    schedule.
 
    As of December 31, 1998, the status of projects that address readiness of
    high priority non-IT assets is: 100% of non-IT assets have been inventoried
    (Phase 1) and assessed (Phase 2); 79% of non-IT projects addressing
    remediation (Phase 3) have been completed and 21% of non-IT projects have
    completed the testing phase (Phase 4). The Company expects to have all
    phases related to high priority non-IT completed by the end of October 1999.
 
                                                                            S-33
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
16. CENTURY COMPLIANCE (UNAUDITED) (CONTINUED)
    Concurrent with the IT and non-IT projects, the readiness of key business
    partners is being reviewed and Year 2000 contingency plans are being
    developed. The most significant categories of key business partners are
    financial institutions, software vendors and utility providers (gas,
    electric and telecommunications). Surveys have been mailed to these key
    business partners. Based on responses received, current levels of readiness
    are being assessed, follow-up contacts are underway, alternative strategies
    are being developed and testing is being scheduled where feasible. This
    effort is expected to continue well into 1999. As noted above, software
    vendor assessments are considered part of the IT projects and, therefore,
    would follow the schedule shown above for such projects.
 
    While the Company is working to meet the schedules outlined above, some
    uncertainty remains. Specific factors that give rise to this uncertainty
    include a possible loss of technical resources to perform the work, failure
    to identify all susceptible systems, non-compliance by third parties whose
    systems and operations impact the Company and other similar uncertainties.
 
    A worst case scenario might include the Company's inability to achieve Year
    2000 readiness with respect to one or more of the Company's significant
    policyholder systems resulting in a material disruption to the Company's
    operations. Specifically, the Company could experience an interruption in
    its ability to collect and process premiums or deposits, process claim
    payments, accurately maintain policyholder information, accurately maintain
    accounting records and/or perform adequate customer service. Should the
    worst case scenario occur, it could, depending on its duration, have a
    material impact on the Company's results of operations and financial
    position. Simple failures can be repaired and returned to production within
    a matter of hours with no material impact. Unanticipated failures with a
    longer service disruption period would have a more serious impact. For this
    reason, the Company is placing significant emphasis on risk management and
    Year 2000 contingency planning. The Company is in the process of modifying
    its contingency plans to address potential Year 2000 issues. Where these
    efforts identify high risks due either to unacceptable work around
    procedures or significant readiness risks, appropriate risk management
    techniques are being developed. These techniques, such as resource shifting
    or use of alternate providers, will be employed to provide stronger
    assurances of readiness. The Company has gone through exercises to identify
    worst case scenario failures. At this time, the Company believes its plans
    are sufficient to mitigate identified worst case scenarios.
 
S-34
<PAGE>
REPORT OF INDEPENDENT AUDITORS
 
Board of Directors
The Lincoln National Life Insurance Company
 
We have audited the accompanying statutory-basis balance sheets
of The Lincoln National Life Insurance Company (a wholly owned
subsidiary of Lincoln National Corporation) as of December 31,
1998 and 1997, and the related statutory-basis statements of
operations, changes in capital and surplus and cash flows for
each of the three years in the period ended December 31, 1998.
These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with 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.
 
As described in Note 1 to the financial statements, the Company
presents its financial statements in conformity with accounting
practices prescribed or permitted by the Indiana Department of
Insurance, which practices differ from generally accepted
accounting principles. The variances between such practices and
generally accepted accounting principles and the effects on the
accompanying financial statements are also described in Note 1.
 
In our opinion, because of the effects of the matter described
in the preceding paragraph, the financial statements referred to
above do not present fairly, in conformity with generally
accepted accounting principles, the financial position of The
Lincoln National Life Insurance Company at December 31, 1998 and
1997, or the results of its operations or its cash flows for
each of the three years in the period ended December 31, 1998.
 
However, in our opinion, the financial statements referred to
above present fairly, in all material respects, the financial
position of The Lincoln National Life Insurance Company at
December 31, 1998 and 1997, and the results of its operations
and its cash flows for each of the three years in the period
ended December 31, 1998, in conformity with accounting practices
prescribed or permitted by the Indiana Department of Insurance.
 
                                         /s/ Ernst & Young LLP
 
February 1, 1999
 
                                                                            S-35

<PAGE>

                           PART C--OTHER INFORMATION

Item 24.
- --------


(a)  LIST OF FINANCIAL STATEMENTS

     (1)  Part A The Table of Condensed Financial Information is included in
          Part A of this Registration Statement.
   
     (2)  Part B
          The following financial statements of Lincoln National Variable 
          Annuity Account C are included in the
          SAI:
    
   
          Statement of Assets and Liability -- December 31, 1998
          Statement of Operations -- Year ended December 31, 1998
          Statements of Changes in Net Assets -- Years ended
                 December 31, 1998 and 1997
          Notes to Financial Statements -- 
          Report of Ernst & Young LLP, Independent Auditors
    
     (3)  Part B
   
          The following statutory-basis financial statements of Lincoln 
          National Life Insurance Company are included in the SAI:
    
   
          Balance Sheets -- Statutory Basis -- December 31, 1998 and 1997
          Statements of Operations -- Statutory Basis -- Years ended
                 December 31, 1998, 1997 and 1996
          Statements of Changes in Capital and Surplus -- Statutory Basis --
                 Years ended December 31, 1998, 1997 and 1996
          Statements of Cash Flows -- Statutory Basis -- Years ended 
                 December 31, 1998, 1997, and 1996
          Notes to Statutory-basis Financial Statements -- 
                    Report of Ernst & Young LLP, Independent Auditors
    
24 (b)   LIST OF EXHIBITS
   
         (1)   Resolution establishing separate accounts*
    
         (2)   N/A

         (3)   N/A
   
         (4)   Variable Annuity Contract*
               (a)  Multi Fund - Single premium contract*
               (b)  Multi Fund 1 - Periodic*
               (c)  Multi Fund 2 - Flexible*
               (d)  Multi Fund 3 - Flexible*
               (e)  Multi Fund 4 - Flexible (Incorporated by reference to Post-
                    Effective Amendment No. 14 to this Registration Statement.)
               (f)  Contract Rider - Multi Fund 2 & Multi Fund 3 
                    (Incorporated by reference to Post-Effective 
                    Amendment No. 13 to this Registration Statement.)
               (g)  Contract Rider - Multi Fund 4 (Incorporated by reference 
                    filed with Post-Effective Amendment No. 13 to this 
                    Registration Statement.)
    
   
         (5)   (a) Deferred Annuity Application (incorporated by reference to
                   Post-Effective Amendment No. 14 to this Registration
                   Registration Statement.)
               (b) 403(b) Annuity Application (incorporated by reference to
                   Post-Effective Amendment No. 14 to this Registration
                   Statement.)
    
   
         (6)   (a) Articles of Incorporation of The Lincoln National Life 
                   Insurance Company are (incorporated herein by reference 
                   to the Registration Statement of Lincoln National Life 
                   Insurance Company on Form N-4 (33-27783) filed 
                   on December 5, 1996).
    
               (b) By-Laws of The Lincoln National Life Insurance Company are
                   incorporated herein by reference to the Registration
                   Statement of Lincoln National Life Insurance Company on
                   Form N-4 (33-27783) filed on May 20, 1997.

         (7)   N/A

         (8)   (a) Services Agreement between Delaware Management Holdings, 
                   Inc., Delaware Service Company, Inc. and Lincoln National 
                   Life Insurance Company (incorporated by reference to the 
                   Registration Statement of Lincoln National Life Insurance 
                   Company on Form S-6 (333-40745) filed on November 21, 1997.
   
               (b) Participation Agreement among Delaware Group Premium 
                   Fund, Inc and Lincoln National Life and Delaware 
                   Distributors, LP*
    
   
               (c) Selling Group Agreement for Lincoln Financial Advisors.

               (d) Participation Agreement among Lincoln National Aggressive 
                   Growth Fund, Inc. and Lincoln National Life Insurance
                   Company. (Incorporated by reference to Post Effective 
                   Amendment No. 8 to the Registration Statement of Lincoln
                   National Aggressive Growth Fund form N-1A, 33-70742 on 
                   April 16, 1999.)

               (e) Participation Agreement among Lincoln National Capital 
                   Appreciation Fund, Inc. and Lincoln National Life Insurance
                   Company. (Incorporated by reference to Post Effective 
                   Amendment No. 21 to the Registration Statement of Lincoln
                   National Capital Appreciation Fund form N-1A, 33-70272 on
                   April 16, 1999.)

               (f) Participation Agreement among Lincoln National Global 
                   Asset Allocation Fund, Inc. (formerly Putnam Master
                   Fund, Inc.) and Lincoln National Life Insurance Company. 
                   (Incorporated by reference to Post Effective Amendment No. 7
                   to the Registration Statement of Lincoln National Global 
                   Asset Allocation Fund form N-1A, 33-13530 on April 16,
                   1999.)

               (g) Participation Agreement among Lincoln National International
                   Fund, Inc. (formerly Real Estate Fund, Inc.) and Lincoln 
                   National Life Insurance Company. (Incorporated by reference
                   to Post Effective Amendment No. 7 to the Registration 
                   Statement of Lincoln National International Fund form N-1A,
                   33-38335 on April 16, 1999.)

               (h) Participation Agreement among Lincoln National Money Market
                   Fund, Inc. and Lincoln National Life Insurance Company. 
                   (Incorporated by reference to Post Effective Amendment 
                   No. 15 to the Registration Statement of Lincoln National
                   Money Market Fund form N-1A, 2-80743 on April 16, 1999.)

               (i) Participation Agreement among Lincoln National Special 
                   Opportunities Fund, Inc. and Lincoln National Life 
                   Insurance Company. (Incorporated by reference to Post 
                   Effective Amendment No. 20 to the Registration Statement
                   of Lincoln National Special Opportunities Fund form N-1A,
                   2-80731 on April 16, 1999.)

               (j) Participation Agreement among Lincoln National Bond Fund,
                   Inc. and Lincoln National Life Insurance Company. 
                   (Incorporated by reference to Post Effective Amendment
                   No. 11 to the Registration Statement of Lincoln National
                   Bond Fund form N-1A, 2-80746 on April 16, 1999.)

               (k) Participation Agreement among Lincoln National Equity-
                   Income Fund, Inc. and Lincoln National Life Insurance 
                   Company. (Incorporated by reference to Post Effective 
                   Amendment No. 19 to the Registration Statement of Lincoln
                   National Equity-Income Fund form N-1A, 33-71158 on
                   April 16, 1999.)

               (l) Participation Agreement among Lincoln National Growth and 
                   Income Fund, Inc. and Lincoln National Life Insurance 
                   Company. (Incorporated by reference to Post Effective 
                   Amendment No. 20 to the Registration Statement of Lincoln
                   National Growth and Income Fund form N-1A, 2-80741 on 
                   April 16, 1999.)

               (m) Participation Agreement among Lincoln National Managed 
                   Fund, Inc. and Lincoln National Life Insurance Company.
                   (Incorporated by reference to Post Effective Amendment 
                   No. 13 to the Registration Statement of Lincoln National
                   Managed Fund form N-1A, 2-82276 on April 16, 1999.)

               (n) Participation Agreement among Lincoln National Social 
                   Awareness Fund, Inc. (formerly Government Securities
                   Fund, Inc.) and Lincoln National Life Insurance Company. 
                   (Incorporated by reference to Post Effective Amendment 
                   No. 20 to the Registration Statement of Lincoln National
                   Special Awareness Fund form N-1A, 33-19896 on April 16,
                   1999.)

               (o) Amendment to fund participation agreement between Delaware 
                   Group Premium Fund, Inc. and Lincoln National Life and 
                   Delaware Distributors LP, dated November 1, 1998.
    
   
         (9)   Opinion and Consent of Jeremy Sachs, Senior Counsel 
               (Incorporated by reference to post-effective amendment No. 14
               to this registration statement.)
    
        (10)   Consent of Ernst & Young LLP, Independent Auditors

        (11)   N/A

        (12)   N/A
   
        (13)   Schedule of Computation.  (Incorporated by reference filed with 
               post-effective amendment No. 13 to this registration statement.)
    
        (14)   N/A

        (15)   (a)  Organizational Chart of Lincoln National Life Insurance
                    Holding Company System
               (b)  Memorandum Concerning Books and Records
   
        (16)   Powers of Attorney

               (a)  Gabriel Shaheen
               (b)  Lawrence Rowland
               (c)  Keith Ryan
               (d)  H. Thomas McMeekin
               (e)  Richard Vaughan
               (f)  Jon Boscia
    
   
* Incorporated by reference to the registration statement of Lincoln National 
  Life Insurance Company Post-Effective Amendment 15 to this Registration 
  Statement (File No. 33-25990).
    

<PAGE>

Item 25.
- --------

                      DIRECTORS AND OFFICERS OF THE DEPOSITOR


   
<TABLE>
<CAPTION>
Name                          Positions and Offices
- ----                          ------------------------------
<S>                           <C>
Gabriel L. Shaheen*           President, Chief Executive Officer and Director
Jon A. Boscia**               Director
John H. Gotta****             Senior Vice President
Stephen H. Lewis*             Senior Vice President
H. Thomas McMeekin**          Director
Cynthia A. Rose**             Secretary and Assistant Vice President
Lawrence T. Rowland***        Executive Vice President and Director
Keith J. Ryan*                Senior Vice President, Chief Financial Officer and
                              Assistant Treasurer
Eldon J. Summers**            Assistant Vice President and Treasurer
Richard C. Vaughan**          Director
Roy V. Washington*****        Vice President and Chief Compliance Officer
</TABLE>
    
   
*      Principal business address is 1300 South Clinton Street, Fort Wayne, 
       IN 46802-3506
**     Principal business address is 200 East Berry Street, Fort Wayne, IN
       46802-2706
***    Principal business address is 1700 Magnavox Way, One Reinsurance Place,
       Fort Wayne, IN 48604-1538.
****   Principal business address is 350 Church Street, Hartford, CT 06103
*****  Principal business address is 915 S. Clinton, Fort Wayne, IN 46802
    
Item 26.
- --------

                        PERSONS CONTROLLED BY OR UNDER COMMON
                       CONTROL WITH THE DEPOSITOR OR REGISTRANT

     See Exhibit 15(a): The Organizational Chart of The Lincoln National
Insurance Holding Company System is hereby incorporated herein by this
reference.

Item 27.
- --------

                           NUMBER OF CONTRACT OWNERS
   
     As of February 28, 1999, there were 429,000 Contract Owners under 
Lincoln National Variable Annuity Account C.
    
Item 28.
- --------

                         INDEMNIFICATION--UNDERTAKING

     (a) Brief description of indemnification provisions.

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

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

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

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

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

Item 29.
- --------

                             PRINCIPAL UNDERWRITER

     (a) Lincoln National Variable Annuity Fund A (Group); Lincoln National
         Variable Annuity Fund A (Individual); Lincoln National Flexible Premium
         Variable Life Account D; Lincoln National Flexible Premium Variable 
         Life Account F; Lincoln National Flexible Premium Variable Life 
         Account G; Lincoln National Variable Annuity Account H; Lincoln Life 
         Flexible Premium Variable Life Account K; Lincoln Life Flexible Premium
         Variable Life Account M; Lincoln Life Variable Annuity Account N; 
         Lincoln Life Variable Annuity Account Q; Lincoln National Variable
         Annuity Accounts 50 and 51

     (b) See Item 25.
   
     (c) Commissions and Other Compensation Received by Lincoln National Life
         Insurance Company from Lincoln National Variable Annuity Account C 
         during the fiscal year which ended December 31, 1998:
    
<PAGE>

<TABLE>
<CAPTION>
       (1)                 (2)              (3)          (4)           (5)
                     Net Underwriting
Name of Principal     Discounts and    Compensation   Brokerage
   Underwriter         Commissions     on Redemption  Commissions  Compensation
- -----------------    ----------------  -------------  -----------  ------------
<S>                  <C>               <C>            <C>          <C>

The Lincoln National
Life Insurance                                   a                            b
Company                   None         $12,887,791        None     $104,425,602
</TABLE>


Notes:

     (a) These figures represent compensation received by Lincoln National Life
Insurance Company for surrender, withdrawal and contract charges. See Charges
and other deductions, in the Prospectus.

     (b) These figures represent compensation received by Lincoln National Life
Insurance Company for mortality and expense guarantees. See Charges and other
deductions, in the Prospectus.

Item 30.
- --------

                       LOCATION OF ACCOUNTS AND RECORDS

     Exhibit 15(b) is hereby expressly incorporated herein by this reference.

Item 31.
- --------

Item 32.  Undertakings
- --------

(a)  Registrant undertakes that it will file a post-effective amendment to this
     registration statement as frequently as necessary to ensure that the
     audited financial statements in the registration statement are never more
     than 16 months old for so long as payments under the variable annuity
     contracts may be accepted.

(b)  Registrant undertakes that it will include either (1) as part of any
     application to purchase a Certificate or an Individual Contract offered by
     the Prospectus, a space that an applicant can check to request a Statement
     of Additional Information, or (2) a post cared or similar written
     communication affixed to or included in the Prospectus that the applicant
     can remove to send for a Statement of Additional Information.

(c)  Registrant undertakes to deliver any Statement of Additional Information
     and any financial statement required to be made available under this Form
     promptly upon written or oral request to Lincoln Life at the address or
     phone number listed in the Prospectus.

(d)  The Lincoln National Life Insurance company hereby represents that the fees
     and charges deducted under the contract, in the aggregate, are reasonable
     in relation to the services rendered, the expenses expected to be incurred,
     and the risks assumed by The Lincoln National Life Insurance Company.

Item 33.
- --------
   
     Registrant represents that it is relying on the American Council of 
Life Insurance (avail. Nov. 28, 1988) no-action letter with respect to 
Contracts used in connection with retirement plan meeting the requirements of 
Section 403(b) of the Internal Revenue Code, and represents further that it 
will comply with the provisions of paragraphs (1) through (4) set forth in 
that no-action letter.
    

Item 34.
- --------
   
     For Contracts sold in connection with the Texas Option Retirement 
Program, Registrant is relying on Rule 6c-7 and represents that paragraphs 
(a) through (d) of that rule have been complied with.
    

<PAGE>

                                  SIGNATURES
   
     (a) As required by the Securities Act of 1933 and the Investment Company 
Act of 1940, the Registrant certifies that it meets the requirements of 
Securities Act Rule 485(b) for effectiveness of this Amendment and has caused 
this Amendment to the Registration Statement to be signed on its behalf, in 
the City of Fort Wayne, and the State of Indiana on this 22 day of April, 
1999.
    
                                    LINCOLN NATIONAL VARIABLE ANNUITY
                                    Account C - Multi-Fund
                                    (Registrant)

                                    By: 
                                        ------------------------------------
                                        Stephen H. Lewis
                                        (Signature-Officer of Depositor)
                                        Senior Vice President, LNL
                                        ------------------------------------
                                        (Title)

                                    By: THE LINCOLN NATIONAL LIFE
                                        INSURANCE COMPANY (LNL)
                                        (Depositor)

                                    By: 
                                        ------------------------------------
                                        Kelly D. Clevenger
                                        Vice President, LNL
                                       


     (b) As required by the Securities Act of 1993, this Amendment to the 
Registration Statement has been signed for the Depositors by the following 
persons in the capacities and on the dates indicated.

Signature                     Title                                Date
- ---------                     -----                                ----

   
    *                         Chief Executive                     April 22, 1999
- -----------------------       Officer, President &                --------------
Gabriel L. Shaheen            Director (Principal Executive
                              Officer)
    
   
    *                         Executive Vice President            April 22, 1999
- -----------------------       and Director                        --------------
Lawrence T. Rowland
    
   
    *                         Senior Vice President, Chief        April 22, 1999
- -----------------------       Financial Officer and Assistant     --------------
Keith J. Ryan                 Treasurer (Principal Accounting
                              Officer and Principal Financial
                              Officer)
    
   
    *                         Director                            April 22, 1999
- -----------------------                                           --------------
Jon A. Boscia
    
   
    *                         Director                            April 22, 1999
- -----------------------                                           --------------
H. Thomas McMeekin
    
   
    *                         Director                            April 22, 1999
- -----------------------                                           --------------
Richard C. Vaughan
    
   
* By                          pursuant to a Power of Attorney filed with
    -------------------       this Registration Statement
  Steven M. Kluever
    

<PAGE>

                                 Exhibit Index
   
    
   
(8)  (c)  Selling Group Agreement for Lincoln Financial Advisors.
     (o)  Amendment to fund participation agreement (Delaware Group Premium 
          Fund, Inc.)
    
(10) Consent of Ernst & Young LLP, Independent Auditors

(15) (a)  Organizational Chart of Lincoln National Life Insurance Holding
          Company System
     (b)  Memorandum Concerning Books and Records.
   
(16) Powers of Attorney.

     (a)  Gabriel Shaheen
     (b)  Lawrence Rowland
     (c)  Keith Ryan
     (d)  H. Thomas McMeekin
     (e)  Richard Vaughan
     (f)  Jon Boscia

    

<PAGE>

                            SELLING GROUP AGREEMENT
                        FOR LINCOLN FINANCIAL ADVISORS

     Effective July 1, 1997 this Agreement is made between Lincoln Financial 
Advisors [hereinafter called the "Broker"] and the LIncoln National Life 
Insurance Company, located at 1300 South Clinton Street, Fort Wayne, Indiana 
46802, an Indiana corporation [hereinafter called the "Company"].

     In consideration of the mutual promises contained herein, the parties 
hereto agree as follows:

     A.   Definitions

          (1)  Contract--variable annuity, and variable universal life 
               insurance contracts described in Schedule A attached hereto 
               and issued by the Company and for which the Company acts as 
               the principal underwriter.  From time to time Schedule A may 
               be amended.  Such amendments will be effective upon written 
               notification to the Broker that a new or amended Schedule A 
               has been issued.

          (2)  Account--segregated investment accounts in which the Company 
               sets aside and invests the assets to fund the benefits under 
               the Contracts.

          (3)  Funds--Any of the mutual funds in which net purchase payments 
               are invested at net asset value pursuant to the directions of 
               the Contract owner.

          (4)  Registration Statement--the Registration Statements and 
               amendments thereto on file with the SEC relating to the 
               Contracts, the Account, and the Funds, including financial 
               statements and all exhibits, as applicable.

          (5)  Prospectus--the prospectus included within the Registration 
               Statements referred to herein.

          (6)  1933 Act--the Securities Act of 1933, as amended.

          (7)  1934 Act--the Securities and Exchange Act of 1934, as amended.

          (8)  1940 Act--the Investment Company Act of 1940, as amended.

          (9)  SEC--the Securities and Exchange Commission.

<PAGE>

     B.   Agreements of the Company

          (1)  Company hereby authorizes Broker during the term of this 
               Agreement to solicit applications for Contracts from eligible 
               persons, provided that there is an effective Registration 
               Statement relating to such Contracts and provided further that 
               Broker has been notified by Company that the contracts are 
               qualified for sale under all applicable securities and 
               insurance laws of the state or jurisdiction in all applicable 
               jurisdictions.  In connection with the solicitation of 
               applications for Contracts, Broker is hereby authorized to 
               offer riders that are available with the Contracts in 
               accordance with instructions furnished by Company.

          (2)  Company, during the terms of this Agreement, will notify 
               Broker of the issuance by the SEC of any stop order with 
               respect to the Registration Statement or any amendments 
               thereto or the initiation of any proceedings for that purpose 
               or for any other purpose relating to the Registration and/or 
               offering of the Contracts and of any other action or 
               circumstance that may prevent the lawful sale of the Contracts 
               in any state or jurisdiction.

          (3)  During the term of this Agreement, Company shall advise Broker 
               of any amendment to the Registration Statement or any 
               amendment or supplement to any Prospectus.

     C.   Agreements of Broker

          (1)  Broker represents that it is a properly registered and 
               licensed broker or dealer under federal and state securities 
               laws and regulations and a member in good standing of the 
               National Association of Securities Dealers, Inc. [hereinafter 
               "NASD"] and agrees to notify Company immediately if Broker 
               ceases to be so registered or licensed or a member in good 
               standing of the NASD.  Further, Broker represents that each of
               its agents licensed to sell contracts [each respectively 
               referred to hereinafter as "the Agent"] will be soliciting 
               applications for Contracts under this Agreement.  Broker 
               represents that the Agent is a fully-registered representative 
               of the Broker and moreover that the Agent is a registered 
               representative in good standing with the NASD, with 
               accreditation to sell the Contracts as required by the NASD.

          (2)  Commencing at such time as Company and Broker shall agree 
               upon, Broker agrees to use its best efforts to find purchasers 
               for the Contracts acceptable to the Company.  In meeting its 
               obligation to use its best efforts to solicit applications for 
               Contracts, Broker shall, during the term of this Agreement, 
               engage in the following activities:

<PAGE>

          (a)  Continuously utilize training, sales, and only such 
               promotional materials which have been approved by Company for 
               those Contracts defined in this Agreement.

          (b)  Abide by all rules and regulations of the NASD, including its 
               Conduct Rules (which shall control and override any provision 
               to the contrary in this Agreement), and company with all 
               applicable federal and state laws, rules and regulations.  
               Broker is responsible for supervision of Agent and other 
               associated persons which will enable Broker to assure that 
               Agent and associated persons are in compliance with applicable 
               securities laws, rules, regulations and statements of policy 
               promulgated thereunder.

          (c)  After reasonable inquiry of each applicant, Broker shall take 
               reasonable steps to ensure that the Agent shall not make 
               recommendations to an applicant to purchase a Contract in the 
               absence of reasonable grounds to believe that the purchase of 
               the Contract is suitable for such applicant.

     (3)  All payments for Contracts collected by the Agent shall be held at 
          all times in a fiduciary capacity and shall be remitted promptly, 
          in full, together with such applications, forms, and other required 
          documentation to the designated office of the Company.  Checks or 
          money orders in payment of initial premiums shall be drawn to the 
          order of The Lincoln National Life Insurance Company.  Broker 
          acknowledges that the Company retains the ultimate right to control 
          the sale of the Contracts and that the Company shall have the 
          unconditional right to reject, in whole or in part, any application 
          for the Contract.  In the event Company rejects an application, 
          Company will immediately return all payments directly to the 
          purchaser, and the Broker will be notified of such action.  In the 
          event that any purchaser of a Contract elects to return such 
          Contract, as allowed by the applicable state law, federal law or 
          NASD Conduct Rules, the purchaser will receive a refund in 
          accordance with the provisions of the applicable law or rule.

     (4)  Broker shall return any related sales commission to the Company, if 
          a Contract is tendered for redemption within seven business days 
          after acceptance of the Contract application.

     (5)  Broker shall act as an independent contractor, and nothing 
          contained herein shall make Broker or any one of its employees, or 
          the Agent, an employee of Company in connection with the 
          solicitation of, or applications for, Contracts.  The Broker, the 
          Agent, and the employees of either the Broker or Agent shall not 
          hold themselves out to be employees of Company in this connection 
          or in any dealings with the public.

<PAGE>

     (6)  Broker agrees that any material it develops, approves or uses for 
          sales, training, explanatory or other purposes including 
          illustrations in connection with the solicitation of applications 
          for Contracts hereunder (other than generic advertising materials 
          which do not make specific reference to the Contracts) will not be 
          used without the prior written consent of Company and, where 
          appropriate, the endorsement of Company.

     (7)  Solicitation and other activities by Broker shall be undertaken 
          only in accordance with applicable laws and regulations.  The Agent 
          shall not solicit applications for the Contracts until duly 
          licensed and appointed by the Company as a life insurance and 
          variable contract broker or agent of Company in the appropriate 
          states or other jurisdictions.  Broker shall ensure that the 
          Agent fulfills any training requirements necessary to be licensed 
          to sell such products.  Broker understands and acknowledges that 
          neither it nor the Agent is authorized by Company to give any 
          information or make any representation in connection with this 
          Agreement or the offering of the Contracts other than those 
          contained in the Prospectus or other solicitation material 
          authorized in writing by Company.

     (8)  Broker shall not have authority on behalf of Company to make, 
          alter, or discharge any Contract or other form; waive any 
          forfeiture; extend the time of paying any premium; or receive any 
          monies or premiums due, or to become due, to Company, except as set 
          forth in Section C(3) of this Agreement.  Broker shall not expend, 
          nor contract for the expenditure of the funds of Company, nor shall 
          Broker posses or exercise any authority on behalf of the Company 
          under this Agreement.

     (9)  Broker shall have the responsibility for maintaining the records of 
          the Agent.  Broker shall maintain such other records as are 
          required of it by applicable laws and regulations.  The books, 
          accounts and records of Company, the Account and Broker relating to 
          the sale of the Contract shall be maintained so as to clearly and 
          accurately disclose the nature and details of the transactions.  
          All records maintained by the Broker in connection with this 
          Agreement shall be the property of the Company and shall be 
          returned to the Company upon termination of this Agreement, free 
          from any claims or retention of rights by the Broker.  Nothing in 
          this Section C(9) shall be interpreted to prevent the Broker from 
          retaining copies of any such records which the Broker, in its 
          discretion, deems necessary or desirable to keep.  The Broker shall 
          keep confidential any information obtained pursuant to this 
          Agreement, and shall disclose such information, only if the Company 
          has authorized such disclosure, or if such disclosure is expressed 
          or required by an applicable federal or state regulatory authority.

<PAGE>

     D.   Compensation

          (1)  Company shall arrange for the payment of commissions to the 
               Agent as compensation for the sale of each Contract sold by 
               the Agent.  Compensation shall be paid according to the terms 
               of Section B of the Broker and Agent Contracts entered into 
               between the Company and the Broker, and the Company and the 
               Agent.  No compensation is payable unless the Broker and the 
               Agent have first complied with all applicable insurance laws, 
               rules, and regulations.  Company shall identify to the Broker, 
               with each such payment, the name of the Agent as the one who 
               solicited each Contract covered by the payment.

          (2)  Neither Broker nor the Agent shall have any right to withhold 
               or deduct any part of any premium it shall receive for the 
               purposes of the payment of commission or otherwise.

          (3)  Upon termination of this Agreement, the Company will pay 
               commissions to the Agent only to the extent provided in 
               Section B of the Agent's Contract entered into between the 
               Company and the Agent.  Furthermore, in the event of 
               termination, Company will pay commissions to the Broker only 
               to the extent provided in Section B of the Broker's contract 
               entered into between the Company and the Agent.

          (4)  No commissions will be paid for the sale of Contracts not 
               listed in Schedule A.

          (5)  No commissions will be paid for the sale of Contracts in 
               jurisdictions in which the Broker and/or its Agents are not 
               duly licensed.

     E.   Complaints and Investigations

          (1)  Broker and Company jointly agree to cooperate fully in any 
               insurance regulatory investigation or proceeding or judicial 
               proceeding arising in connection with the contracts marketed 
               under this Agreement.  Broker and Company further agree to 
               cooperate fully in any securities regulatory investigation or 
               proceeding or judicial proceeding with respect to Broker, 
               Company, their affiliates and the Agent to the extent that 
               such investigation or proceeding is in connection with 
               Contracts marketed under this Agreement.  Broker and Company 
               shall furnish applicable federal and state regulatory 
               authorities with any information or reports in connection with 
               their services under this Agreement which such authorities may 
               request in order to ascertain whether the Company's or 
               Broker's operations are being conducted in a manner consistent 
               with any applicable law or regulation.

          (2)  Broker warrants and represents that as of the date of 
               execution of this

<PAGE>

               Agreement, it has no knowledge of any pending or threatened 
               complaint or investigation instituted against any of its 
               Agents relating to the sale of any Contracts listed in 
               Schedule A.

     F.   Termination of Agreement

          (1)  This Agreement shall continue in force unless terminated by 
               either party pursuant to Section A of the Broker Contract 
               entered into between the Company and Broker.

          (2)  Upon termination of this Agreement, all authorizations, rights 
               and obligations themselves shall cease except (a) the 
               agreements contained in Section E hereof; and (b) the 
               indemnity agreement set forth in Section G hereof.

     G.   Indemnity

          (1)  Broker shall be held to the exercise of reasonable care in 
               carrying out the provisions of this Agreement.

          (2)  Company agrees to indemnify and hold harmless Broker and each 
               officer or director of Broker against any losses, claims, 
               damages or liabilities, joint or several, to which Broker or 
               such officer or director becomes subject, under the 1933 Act 
               or otherwise, insofar as such losses, claims, damages or 
               liabilities (or actions in respect thereof) arise out of, or 
               are based upon, any untrue statement or alleged untrue 
               statement of a material fact, required to be stated therein or 
               necessary to make these statements therein not misleading, 
               contained in any Registration Statement or any post-effective 
               amendment thereof or in the Prospectus, or any sales 
               literature provided by the Company.

          (3)  Broker agrees to indemnify and hold harmless Company and each 
               of its current and former directors and officers and each 
               person, if any, who controls or has controlled the Company 
               within the meaning of the 1933 Act of the 1934 Act, against 
               any losses, claims, damages or liabilities to which Company 
               and any such director or officer or controlling person may 
               become subject, under the 1933 Act or otherwise, insofar as 
               such losses, claims, damages or liabilities (or actions in 
               respect there) arise out of, or are based upon:

               (a)  Any unauthorized use of sales materials or any verbal or 
                    written misrepresentations or any unlawful sales 
                    practices concerning the Contracts by Broker, its agents 
                    and its employees; or

               (b)  Claims by the Agent, Broker or their employees for 
                    commissions,

<PAGE>

                    service fees, development allowances or other 
                    compensation or remuneration of any type; or

               (c)  The failure of Broker, its officers, employees, or the 
                    Agent to comply with the provisions of this Agreement; or

               (d)  The fraudulent, malicious, intentional, reckless, knowing 
                    or negligent acts or omissions of Broker's employees, 
                    officers, agents or sales persons;

               and Broker will reimburse Company and any director or officer 
               or controlling person of either for any legal or other 
               expenses reasonably incurred by Company, or such director, 
               officer of controlling person in connection with investigating 
               or defending any such loss, claim, damage, liability, or 
               action.  This indemnity agreement will be in addition to any 
               liability which Broker may otherwise have.

     H.   Assignability

          (1)  This Agreement shall not be assigned by either party without 
               the written consent of the other.

     I.   Governing Law

          (1)  This Agreement shall be governed by and construed in 
               accordance with the laws of the State of Indiana.


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
duly executed this 26th day of June, 1997.


The Lincoln National Life Insurance Company    Lincoln Financial Advisors, Inc.
[COMPANY]                                      [BROKER]


By: /s/ Kelly D. Clevenger                     By: /s/ Richard C. Boyles
   --------------------------------------         ------------------------------

Its:  Vice President                           Its:  Chief Financial Officer
    -------------------------------------          -----------------------------

<PAGE>

                             Amendment to Schedule A
                         To the Selling Group Agreement
                                     Between
                           The Company and The Broker
                           Effective February 9, 1999

     The following is a list of Contracts that Broker has been granted 
authority by the Company to sell:

               1.   Lincoln National Life Insurance Company
                    Multi-Fund-Registered Trademark- Variable Annuity Contracts
                    (Lincoln National Variable Annuity Account C)

               2.   Lincoln National Life Insurance Company
                    Variable Universal Life III Contracts
                    (Lincoln Life Flexible Premium Variable Life Account G)

               3.   Lincoln National Life Insurance Company
                    Multi-Fund-Registered Trademark- Variable Life
                    (Lincoln Life Flexible Premium Variable Life Account K)

               4.   Lincoln National Life Insurance Company
                    VUL I
                    (Lincoln Life Flexible Premium Variable Life Account M)

               5.   Lincoln National Life Insurance Company
                    Delaware-Lincoln ChoicePlus
                    Delaware-Lincoln ChoicePlus XL
                    (Lincoln National Variable Annuity Account N)

               6.   Lincoln National Life Insurance Company
                    Group Multi-Fund-Registered Trademark-
                    (Lincoln Life Variable Annuity Account Q)

               7.   Lincoln National Life Insurance Company
                    SVUL
                    (Lincoln Life Flexible Premium Variable Life Account R)

     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment 
to Schedule A to be executed in its name and behalf by its duly authorized 
officer specified below.

THE LINCOLN NATIONAL LIFE                    LINCOLN FINANCIAL 
INSURANCE COMPANY [COMPANY]                  ADVISORS, INC. [BROKER]


By: /s/ Kelly D. Clevenger                   By: /s/ Richard C. Boyles
   --------------------------------             --------------------------------
    Kelly D. Clevenger                           Richard C. Boyles
    Vice President                               Chief Financial Officer


<PAGE>

                             AMENDMENT TO SCHEDULE 1

         Separate Accounts of Lincoln National Life Insurance Company
                              Investing in the Fund
                             As of November 1, 1998

Lincoln National Variable Annuity Account C

Lincoln Life Flexible Premium Variable Life Account K

Lincoln Life Flexible Premium Variable Life Account M

Lincoln Life Variable Annuity Account N

Lincoln Life Variable Annuity Account Q

Lincoln Life Flexible Premium Variable Life Account R

Lincoln National Life Insurance Company Separate Account 36

         IN WITNESS WHEREOF, each of the parties hereto has caused this 
Amendment to Schedule 1 to be executed in its name and behalf by its duly 
authorized officer on the date specified below.

                               DELAWARE GROUP PREMIUM FUND, INC.  (Fund)

Date:                          By:  /s/ Wayne A. Stork            
                                   --------------------------------
                                        Wayne A.  Stork
                                        Chairman


                               LINCOLN NATIONAL LIFE INSURANCE COMPANY

Date:                          By:  /s/ Kelly D. Clevenger  
                                   --------------------------------
                                        Kelly D.  Clevenger,
                                        Vice President

                               DELAWARE DISTRIBUTORS, LP (Distributor), by
                               DELAWARE DISTRIBUTORS, INC., General Partner

Date:                          By:  /s/ David K. Downes          
                                   --------------------------------
                                        David K.  Downes
                                        Executive Vice President/Chief Operating
                                        Officer/Chief Financial Officer



<PAGE>

              Consent of Ernst & Young LLP, Independent Auditors


We consent to the reference to our firm under the caption "Independent 
Auditors" in the Post Effective Amendment No. 16 to the Registration 
Statement (Form N-4 No. 33-25990) and the related Statement of Additional 
Information appearing therein and pertaining to Lincoln National Variable 
Annuity Account C, and to the use therein of our reports dated 
(a) February 1, 1999, with respect to the statutory-basis financial 
statements of The Lincoln National Life Insurance Company, and 
(b) March 30, 1999, with respect to the financial statements of 
Lincoln National Variable Annuity Account C.


Fort Wayne, Indiana
April 19, 1999


<PAGE>


<TABLE>
<CAPTION>
<S><C>

                          ORGANIZATIONAL CHART OF THE 
                 LINCOLN NATIONAL INSURANCE HOLDING COMPANY SYSTEM 
                                                                     
All the members of the holding company system are corporations, with  
the exception of, Delaware Distributors, L.P and Founders CBO, L.P.

 --------------------------------
|                                |
| Lincoln National Corporation   |
| Indiana - Holding Company      |
 --------------------------------
  |   ---------------------------------------------
  |--| Lincoln National Management Corporation     |
  |  | 100% - Pennsylvania - Management Company    |
  |   ---------------------------------------------
  |   ---------------------------------------------
  |--| City Financial Partners Ltd.                |
  |  | 100% - England/Wales - Distribution of life |
  |  | assurance & pension products                |
  |   ---------------------------------------------
  |   ------------------------------------------------
  |--| LNC Administrative Services Corporation        |
  |  | 100% - Indiana - Third Party Administrator     |
  |   ------------------------------------------------
  |   ---------------------------------------------------
  |--|Lincoln National Financial Institutions Group, Inc.|
  |  |(fka The Richard Leahy Corporation)                |
  |  |100% - Indiana - Insurance Agency                  |
  |   ---------------------------------------------------
  |       |   ---------------------------------
  |       |--| The Financial Alternative, Inc. |
  |       |  | 100% - Utah- Insurance Agency   |
  |       |   ---------------------------------
  |       |   ---------------------------------------
  |       |--| Financial Alternative Resources, Inc. |
  |       |  | 100% - Kansas - Insurance Agency      |
  |       |   ---------------------------------------
  |       |   -----------------------------------------
  |       |--| Financial Choices, Inc.                 |
  |       |  | 100% - Pennsylvania - Insurance Agency  |
  |       |   -----------------------------------------
  |       |   -----------------------------------------------
  |       |  | Financial Investment Services, Inc.           |
  |       |--| (formerly Financial Services Department, Inc.)|
  |       |  | 100% - Indiana - Insurance Agency             |
  |       |   -----------------------------------------------
  |       |   -----------------------------------------
  |       |  | Financial Investments, Inc.             |
  |       |--| (formerly Insurance Alternatives, Inc.) |
  |       |  | 100% - Indiana - Insurance Agency       |
  |       |   -----------------------------------------
  |       |   -------------------------------------------
  |       |--| The Financial Resources Department, Inc.  |
  |       |  | 100% - Michigan - Insurance Agency        |
  |       |   -------------------------------------------
  |       |   -----------------------------------------
  |       |--| Investment Alternatives, Inc.           |
  |       |  | 100% - Pennsylvania - Insurance Agency  |
  |       |   -----------------------------------------
  |       |   --------------------------------------
  |       |--| The Investment Center, Inc.          |
  |       |  | 100% - Tennessee - Insurance Agency  |
  |       |   --------------------------------------
  |       |   --------------------------------------
  |       |--| The Investment Group, Inc.           |
  |       |  | 100% - New Jersey - Insurance Agency |
           --------------------------------------


<PAGE>

 -------------------------------
|                               |
| Lincoln National Corporation  |
| Indiana - Holding Company     |
 -------------------------------
  |   ---------------------------------------------------
  |--|Lincoln National Financial Institutions Group, Inc.|
  |  |(fka The Richard Leahy Corporation)                |
  |  |100% - Indiana - Insurance Agency                  |
  |   ---------------------------------------------------
  |       |   ------------------------------------
  |       |--| Personal Financial Resources, Inc. |
  |       |  | 100% - Arizona - Insurance Agency  |
  |       |   ------------------------------------
  |       |   ----------------------------------------
  |       |--| Personal Investment Services, Inc.     |
  |          | 100% - Pennsylvania - Insurance Agency |
  |           ----------------------------------------
  |   -------------------------------------------
  |--| LincAm Properties, Inc.                   |
  |  | 50% - Delaware - Real Estate Investment   |
  |   -------------------------------------------
  |   ----------------------------------------------
  |  | Lincoln Life and Annuity Distributors, Inc.  |
  |--| (formerly Lincoln Financial Group, Inc.)     |
  |  | 100% - Indiana - Insurance Agency            |
  |   ----------------------------------------------
  |       |   ----------------------------------------
  |       |--| Lincoln Financial Advisors Corporation |
  |       |  | (formerly LNC Equity Sales Corporation)|
  |       |  | 100% - Indiana - Broker-Dealer         |
  |       |   ----------------------------------------
  |       |   -------------------------------------------------------------
  |       |  |Corporate agencies:  Lincoln Life and Annuity Distributors,  |
  |       |  |Inc. ("LLAD")has subsidiaries of which LLAD owns from        |
  |       |  |80%-100% of the common stock (see Attachment #1).  These     |
  |       |  |subsidiaries serve as the corporate agency offices for the   |
  |       |  |marketing and servicing of products of The Lincoln National  |
  |       |  |Life Insurance Company.  Each subsidiary's assets are less   |
  |       |  |than 1% of the total assets of the ultimate controlling      |
  |       |  |person.                                                      |
  |       |   -------------------------------------------------------------
  |       |   ------------------------------------------------
  |       |--| Professional Financial Planning, Inc.          |
  |          | 100% - Indiana - Financial Planning Services   |
  |           ------------------------------------------------
  |   ---------------------------------------
  |--| Lincoln Life Improved Housing, Inc.   |
  |  | 100% - Indiana                        |
  |   ---------------------------------------
  |
  |   -----------------------------------------------
  |--| Lincoln National (China) Inc.                 |
  |  | 100% - Indiana - China Representative Office  |
  |   -----------------------------------------------
  |
  |   ---------------------------------------------
  |--| Lincoln National Intermediaries, Inc.       |
  |  | 100% - Indiana - Reinsurance Intermediary   |
  |   ---------------------------------------------
  |
  |   --------------------------------------------------
  |__| Lincoln National Investments, Inc.               |
  |  | (fka Lincoln National Investment Companies, Inc.)|
  |  | 100% - Indiana - Holding Company                 |
  |   --------------------------------------------------
  |   |                                               
  |   |   --------------------------------------------
  |   |--| Lincoln National Investment Companies, Inc.|
  |   |  |(fka Lincoln National Investments, Inc.)    |
  |   |  | 100% - Indiana - Holding Company           |
          --------------------------------------------


<PAGE>

 -------------------------------
|                               |
| Lincoln National Corporation  |
| Indiana - Holding Company     |
 -------------------------------  
  |   --------------------------------------------------
  |__| Lincoln National Investments, Inc.               |
  |  | (fka Lincoln National Investment Companies, Inc.)|
  |  | 100% - Indiana - Holding Company                 |
  |   --------------------------------------------------
  |   |   --------------------------------------------
  |   |--| Lincoln National Investment Companies, Inc.|
  |   |  |(fka Lincoln National Investments, Inc.)    |
  |   |  | 100% - Indiana - Holding Company           |
  |   |   --------------------------------------------
  |   |        |   ----------------------------------
  |   |        |--|Delaware Management Holdings, Inc.| 
  |   |        |  |100% - Delaware - Holding Company |
  |   |        |   ----------------------------------
  |   |        |    |   ------------------------------------
  |   |        |    |--| DMH Corp.                         |
  |   |        |       | 100% - Delaware - Holding Company |
  |   |        |        ------------------------------------
  |   |        |         |   ----------------------------------------
  |   |        |         ---| Delaware International Advisers Ltd.   |
  |   |        |            | 81.1% - England - Investment Advisor   |
  |   |        |             ----------------------------------------
  |   |        |   --------------------------------------
  |   |        |--| Delaware Management Trust Company    |
  |   |        |  | 100% - Pennsylvania - Trust Service  |
  |   |        |   --------------------------------------
  |   |        |     |   -------------------------------------------------
  |   |        |     |__| Delaware International Holdings, Ltd.           |
  |   |        |     |  | 100% - Bermuda - Investment Advisor             |
  |   |        |     |   -------------------------------------------------
  |   |        |     |     |   --------------------------------------
  |   |        |     |     |--| Delaware International Advisers, Ltd.|
  |   |        |     |        | 18.9% - England - Investment Advisor |
  |   |        |     |         --------------------------------------
  |   |        |     |   -------------------------------------------------
  |   |        |     |__| Delvoy, Inc.                                    |
  |   |        |     |  | 100% - Minnesota - Holding Company              |
  |   |        |     |   -------------------------------------------------
  |   |        |     |    |   ---------------------------------------
  |   |        |     |    |--| Delaware Management Company, Inc.     |
  |   |        |     |    |  | 100% - Delaware - Investment Advisor  |
  |   |        |     |    |   ---------------------------------------
  |   |        |     |    |      |   ------------------------------------------------------
  |   |        |     |    |      |--| Delaware Distributors, L.P.                          |
  |   |        |     |    |      |  | 98%-Delaware-Mutual Fund Distributor & Broker/Dealer |
  |   |        |     |    |      |  | 1% Equity-Delaware Capital Management, Inc.          |
  |   |        |     |    |      |  | 1% Equity-Delaware Distributors, Inc.                |
  |   |        |     |    |      |   ------------------------------------------------------
  |   |        |     |    |      |   ------------------------------------
  |   |        |     |    |      |--| Founders Holdings, Inc.            |
  |   |        |     |    |      |  | 100% - Delaware - General Partner  |
  |   |        |     |    |      |   ------------------------------------
  |   |        |     |    |      |     |   -----------------------------------------
  |   |        |     |    |      |     |--| Founders CBO, L.P.                      |
  |   |        |     |    |      |        | 1% - Delaware - Investment Partnership  |
  |   |        |     |    |      |        | 99% held by outside investors           |
  |   |        |     |    |      |         -----------------------------------------
  |   |        |     |    |      |          |   ------------------------------------------
  |   |        |     |    |      |          |--|Founders CBO Corporation                  |
  |   |        |     |    |      |          |  |100%-Delaware-Co-Issuer with Founders CBO |
  |   |        |     |    |      |          |   ------------------------------------------


<PAGE>

 --------------------------------
|                                |
| Lincoln National Corporation   |
| Indiana - Holding Company      |
 --------------------------------
  |   --------------------------------------------------
  |__| Lincoln National Investments, Inc.               |
  |  | (fka Lincoln National Investment Companies, Inc.)|
  |  | 100% - Indiana - Holding Company                 |
  |   --------------------------------------------------
  |   |   --------------------------------------------
  |   |--| Lincoln National Investment Companies, Inc.|
  |   |  |(fka Lincoln National Investments, Inc.)    |
  |   |  | 100% - Indiana - Holding Company           |
  |   |   --------------------------------------------
  |   |        |   ----------------------------------
  |   |        |--|Delaware Management Holdings, Inc.|
  |   |        |  |100% - Delaware - Holding Company |
  |   |        |   ----------------------------------
  |   |        |    |   -----------------------------------
  |   |        |    |--| DMH Corp.                         |
  |   |        |    |  | 100% - Delaware - Holding Company |
  |   |        |    |   -----------------------------------
  |   |        |           |   -------------------------------------------------
  |   |        |           |__| Delvoy, Inc.                                    |
  |   |        |           |  | 100% - Minnesota - Holding Company              |
  |   |        |           |   -------------------------------------------------
  |   |        |           |    |   ------------------------------------
  |   |        |           |    |--| Delaware Distributors, Inc.        |
  |   |        |           |    |  | 100% - Delaware - General Partner  |
  |   |        |           |    |   ------------------------------------
  |   |        |           |    |    |   -------------------------------------------------------
  |   |        |           |    |    |--| Delaware Distributors, L.P.                           |
  |   |        |           |    |    |  | 98%-Delaware-Mutual Fund Distributor & Broker/Dealer  |
  |   |        |           |    |       | 1% Equity-Delaware Capital Management, Inc.           |
  |   |        |           |    |       | 1% Equity-Delaware Distributors, Inc.                 |
  |   |        |           |    |        -------------------------------------------------------
  |   |        |           |    |   -----------------------------------------------
  |   |        |           |    |--| Delaware Capital Management, Inc.             |
  |   |        |           |    |  |(formerly Delaware Investment Counselors, Inc.)|
  |   |        |           |    |  | 100% - Delaware - Investment Advisor          |
  |   |        |           |    |   -----------------------------------------------
  |   |        |           |    |   |   -----------------------------------------------------------
  |   |        |           |    |   |--| Delaware Distributors, L.P.                               |
  |   |        |           |    |   |  | 98%-Delaware-Mutual Fund Distributor & Broker/Dealer      |
  |   |        |           |    |   |  | 1% Equity-Delaware Capital Management, Inc.               |
  |   |        |           |    |   |  | 1% Equity-Delaware Distributors, Inc.                     |
  |   |        |           |    |        -----------------------------------------------------------
  |   |        |           |    |   -----------------------------------------------------
  |   |        |           |    |--| Delaware Service Company, Inc.                      |
  |   |        |           |    |  | 100%-Delaware-Shareholder Services & Transfer Agent |
  |   |        |           |    |   -----------------------------------------------------
  |   |        |           |    |   -------------------------------------------------
  |   |        |           |    |__| Delaware Investment & Retirement Services, Inc. |
  |   |        |           |    |  | 100% - Delaware - Registered Transfer Agent     |
  |   |        |           |    |   -------------------------------------------------
  |   |        |   -----------------------------------------
  |   |        |--| Lynch & Mayer, Inc.                     |
  |   |        |  | 100% - Indiana - Investment Adviser     |
  |   |        |   -----------------------------------------
  |   |        |      |   --------------------------------------- 
  |   |        |      |--| Lynch & Mayer Securities Corp.        |
  |   |        |         | 100% - Delaware - Securities Broker   |
  |   |        |          ---------------------------------------
  |   |        |   ----------------------------------------------------
  |   |        |  | Vantage Global Advisors, Inc.                      |
  |   |        |--| (formerly Modern Portfolio Theory Associates, Inc.)|
  |   |        |  | 100% - Delaware - Investment Adviser               |
                   ----------------------------------------------------


<PAGE>

 --------------------------------
|                                |
| Lincoln National Corporation   |
| Indiana - Holding Company      |
 --------------------------------
  |   --------------------------------------------------
  |__| Lincoln National Investments, Inc.               |
  |  | (fka Lincoln National Investment Companies, Inc.)|
  |  | 100% - Indiana - Holding Company                 |
  |   --------------------------------------------------
  |   |   -----------------------------------------------------------
  |   |  | Lincoln Investment Management, Inc.                       |
  |   |--| (formerly Lincoln National Investment Management Company) |
  |   |  | 100% - Illinois - Mutual Fund Manager and                 |
  |   |  | Registered Investment Adviser                             |
  |   |   -----------------------------------------------------------
  |   -----------------------------------------------
  |--| The Lincoln National Life Insurance Company   |
  |  | 100% - Indiana                                |
  |   -----------------------------------------------
  |       |   --------------------------------------------------
  |       |--|AnnuityNet, Inc.                                  |
  |       |  |100% - Indiana - Distribution of annuity products |
  |       |   --------------------------------------------------
  |       |    |   -------------------------------------
  |       |    |--| AnnuityNet Insurance Agency, Inc.   |
  |       |    |  | 100% - Indiana - Insurance Agency   |
  |       |        -------------------------------------
  |       |   -------------------------------------------
  |       |--|Lincoln National Insurance Associates, Inc.|
  |       |  |(fka Cigna Associates, Inc.)               |
  |       |  |100% - Connecticut - Insurance Agency      |
  |       |   -------------------------------------------
  |       |    |   --------------------------------------------------------
  |       |    |--|Lincoln National Insurance Associates of Alabama, Inc.  |
  |       |    |  |100% - Alabama - Insurance Agency                       |
  |       |    |   --------------------------------------------------------
  |       |    |   -------------------------------------------------------------
  |       |    |  | Lincoln National Insurance Associates of Massachusetts, Inc.|
  |       |    |  | (formerly Cigna Associates of Massachusetts, Inc.)          |
  |       |    |--| 100% - Massachusetts - Insurance Agency                     |
  |       |        -------------------------------------------------------------
  |       |   -------------------------------------------
  |       |--| Sagemark Consulting, Inc.                 |
  |       |  | (fka Cigna Financial Advisors, Inc.)      |
  |       |  | 100% - Connecticut - Broker Dealer        |
  |       |   -------------------------------------------
  |       |   -------------------------------------------
  |       |--| First Penn-Pacific Life Insurance Company |
  |       |  | 100% - Indiana                            |
  |       |   -------------------------------------------
  |       |   -----------------------------------------------
  |       |--| Lincoln Life & Annuity Company of New York    |
  |       |  | 100% - New York                               |
  |       |   -----------------------------------------------
  |       |   ------------------------------------------------
  |       |--| Lincoln National Aggressive Growth Fund, Inc.  |
  |       |  | 100% - Maryland - Mutual Fund                  |
  |       |   ------------------------------------------------
  |       |   -----------------------------------
  |       |--| Lincoln National Bond Fund, Inc.  |
  |       |  | 100% - Maryland - Mutual Fund     |
  |       |   -----------------------------------
  |       |   --------------------------------------------------
  |       |--| Lincoln National Capital Appreciation Fund, Inc. |
  |       |  | 100% - Maryland - Mutual Fund                    |
  |       |   --------------------------------------------------
  |       |   --------------------------------------------
  |       |--| Lincoln National Equity-Income Fund, Inc.  |
  |       |  | 100% - Maryland - Mutual Fund              |
  |       |   --------------------------------------------
  |       |   ------------------------------------------------------
  |       |  | Lincoln National Global Asset Allocation Fund, Inc.  |
  |       |--| (formerly Lincoln National Putnam Master Fund, Inc.) |
  |       |  | 100% - Maryland - Mutual Fund                        |
  |       |   ------------------------------------------------------


<PAGE>

 --------------------------------
| Lincoln National Corporation   |
| Indiana - Holding Company      |
 --------------------------------
  |   -----------------------------------------------
  |--| The Lincoln National Life Insurance Company   |
  |  | 100% - Indiana                                |
  |   -----------------------------------------------
  |       |   ------------------------------------------------
  |       |  | Lincoln National Growth and Income Fund, Inc.  |
  |       |--| (formerly Lincoln National Growth Fund, Inc.)  |
  |       |  | 100% - Maryland - Mutual Fund                  |
  |       |   ------------------------------------------------
  |       |   --------------------------------------------------------
  |       |--| Lincoln National Health & Casualty Insurance Company   |
  |       |  | 100% - Indiana                                         |
  |       |    --------------------------------------------------------
  |             |   -----------------------------------------------
  |             |--| Lincoln Re, S.A.                              |
  |             |  | 1% Argentina - General Business Corp          |
  |             |  | (Remaining 99% owned by Lincoln National      |
  |             |  | Reassurance Company)                          |
  |             |   -----------------------------------------------
  |       |   -------------------------------------------
  |       |--| Lincoln National International Fund, Inc. |
  |       |  | 100% - Maryland - Mutual Fund             |
  |       |   -------------------------------------------
  |       |   ---------------------------------------
  |       |--| Lincoln National Managed Fund, Inc.   |
  |       |  | 100% - Maryland - Mutual Fund         |
  |       |   ---------------------------------------
  |       |   --------------------------------------------
  |       |--| Lincoln National Money Market Fund, Inc.   |
  |       |  | 100% - Maryland - Mutual Fund              |
  |       |   --------------------------------------------
  |       |   -----------------------------------------------
  |       |--|  Lincoln National Social Awareness Fund, Inc. |
  |       |  |  100% - Maryland - Mutual Fund                |
  |       |   -----------------------------------------------
  |       |   -----------------------------------------------------
  |       |--| Lincoln National Special Opportunities Fund, Inc.   |
  |       |  | 100% - Maryland - Mutual Fund                       |
  |       |   -----------------------------------------------------
  |       |   ------------------------------------------------------
  |       |--| Lincoln National Reassurance Company                 |
  |          | 100% - Indiana - Life Insurance                      |
  |           ------------------------------------------------------
  |             |   -----------------------------------------------
  |             |--| Lincoln Re, S.A.                              |
  |             |  | 99% Argentina - General Business Corp         |
  |             |  | (Remaining 1% owned by Lincoln National Health|
  |             |  | & Casualty Insurance Company)                 |
  |             |   -----------------------------------------------
  |             |   -----------------------------------------------
  |             |--| Special Pooled Risk Administrators, Inc.      |
  |                | 100% - New Jersey - Catastrophe Reinsurance   |
  |                | Pool Administrator                            |
  |                 -----------------------------------------------
  |   ---------------------------------------------------------
  |--| Lincoln National Management Services, Inc.              |
  |  | 100% - Indiana - Underwriting and Management Services   |
  |   ---------------------------------------------------------
  |   ---------------------------------------
  |--| Lincoln National Realty Corporation   |
  |  | 100% - Indiana - Real Estate          |
  |   ---------------------------------------
  |   -----------------------------------------------------------
  |--| Lincoln National Reinsurance Company (Barbados) Limited   |
  |  | 100% - Barbados                                           |
  |   -----------------------------------------------------------
  |   ----------------------------------------------
  |--| Lincoln National Reinsurance Company Limited |
  |  | (formerly Heritage Reinsurance, Ltd.)        |
  |  | 100% ** - Bermuda                            |
      ----------------------------------------------


<PAGE>

 --------------------------------
| Lincoln National Corporation   |
|  Indiana - Holding Company     |
 --------------------------------
  |   ----------------------------------------------
  |--| Lincoln National Reinsurance Company Limited |
  |  | (formerly Heritage Reinsurance, Ltd.)        |
  |  | 100% ** - Bermuda                            |
  |   ----------------------------------------------
  |        |   ---------------------------------------------------------
  |        |  | Lincoln National Underwriting Services, Ltd.            |
  |        |--| 90% - England/Wales - Life/Accident/Health Underwriter  |
  |        |  | (Remaining 10% owned by Old Fort Ins. Co. Ltd.)         |
  |        |   ---------------------------------------------------------
  |        |   --------------------------------------------------------
  |        |  | Servicios de Evaluacion de Riesgos, S. de R.L. de C.V. |
  |        |--| 51% - Mexico - Reinsurance Underwriter                 |
  |           | (Remaining 49% owned by Lincoln National Corp.)        |
  |            --------------------------------------------------------
  |   ---------------------------------------------
  |--| Lincoln National Risk Management, Inc.      |
  |  | 100% - Indiana - Risk Management Services   |
  |   ---------------------------------------------
  |   ------------------------------------------------
  |--| Lincoln National Structured Settlement, Inc.   |
  |  | 100% - New Jersey                              |
  |   ------------------------------------------------
  |   -----------------------------------------
  |--| Lincoln National (UK) PLC               |
  |  | 100% - England/Wales - Holding Company  |
  |   -----------------------------------------
  |        |   -------------------------------------------------------
  |        |--| Allied Westminster & Company Limited                  |
  |        |  | (formerly One Olympic Way Financial Services Limited) |
  |        |  | 100% - England/Wales - Sales Services                 |
  |        |   -------------------------------------------------------
  |        |   --------------------------------------------------------
  |        |--| Culverin Property Services Limited                     |
  |        |  | 100% - England/Wales - Property Development Services   |
  |        |   --------------------------------------------------------
  |        |   ---------------------------------------------------------
  |        |--| HUTM Limited                                            |
  |        |  | 100% - England/Wales - Unit Trust Management (Inactive) |
  |        |   ---------------------------------------------------------
  |        |   --------------------------------------------
  |        |--| ILI Supplies Limited                       |
  |        |  | 100% - England/Wales - Computer Leasing    |
  |        |   --------------------------------------------
  |        |   ------------------------------------------------
  |        |--| Lincoln Financial Advisers Limited             |
  |        |  | (formerly: Laurentian Financial Advisers Ltd.) |
  |        |  | 100% - England/Wales - Sales Company           |
  |        |   ------------------------------------------------
  |        |   --------------------------------------------------
  |        |--| Lincoln Financial Group PLC                      |
  |        |  | (formerly: Laurentian Financial Group PLC)       |
  |        |  | 100% - England/Wales - Holding Company           |
  |        |   --------------------------------------------------
  |        |     |   ----------------------------------------------------
  |        |     |--| Lincoln ISA Management Limited                     |
  |        |     |  | (formerly Lincoln Unit Trust Management Limited;   |
  |        |     |  | Laurentian Unit Trust Management Limited)          |
  |        |     |  | 100% - England/Wales - Unit Trust Management       |
                     ----------------------------------------------------


<PAGE>

 --------------------------------
| Lincoln National Corporation   |
| Indiana - Holding Company      |
 --------------------------------
  |   -----------------------------------------
  |--| Lincoln National (UK) PLC               |
  |  | 100% - England/Wales - Holding Company  |
  |   -----------------------------------------
  |      |   --------------------------------------------------
  |      |--| Lincoln Financial Group PLC                      |
  |      |  | (formerly: Laurentian Financial Group PLC)       |
  |      |  | 100% - England/Wales - Holding Company           |
  |      |   --------------------------------------------------
  |      |     |   ---------------------------------------
  |      |     |--| Lincoln Milldon Limited               |
  |      |     |  | (formerly: Laurentian Milldon Limited)|
  |      |     |  | 100% - England/Wales - Sales Company  |
  |      |     |   ---------------------------------------
  |      |     |   -----------------------------------------------------------
  |      |     |--| Laurtrust Limited                                         |
  |      |     |  | 100% - England/Wales - Pension Scheme Trustee (Inactive)  |
  |      |     |   -----------------------------------------------------------
  |      |     |   --------------------------------------------------
  |      |     |--|Lincoln Management Services Limited               |
  |      |     |  |(formerly: Laurentian Management Services Limited)|
  |      |     |  |100% - England/Wales - Management Services        |
  |      |     |   --------------------------------------------------
  |      |     |     |   ------------------------------------------------
  |      |     |     |--|Laurit Limited                                  |
  |      |     |     |  |100% - England/Wales - Data Processing Systems  |
  |      |     |     |   ------------------------------------------------
  |      |   --------------------------------------------------------
  |      |--| Liberty Life Pension Trustee Company Limited           |
  |      |  | 100% - England/Wales - Corporate Pension Fund (Dormat) |
  |      |   --------------------------------------------------------
  |      |   ----------------------------------------------------------
  |      |--| LN Management Limited                                    |
  |      |  | 100% - England/Wales - Administrative Services (Dormat)  |
  |      |   ----------------------------------------------------------
  |      |     |   -----------------------------------
  |      |     |--| UK Mortgage Securities Limited    |
  |      |        | 100% - England/Wales - Inactive   |
  |      |         -----------------------------------
  |      |   ------------------------------------------
  |      |--| Liberty Press Limited                    |
  |      |  | 100% - England/Wales - Printing Services |
             ------------------------------------------


<PAGE>

 --------------------------------
| Lincoln National Corporation   |
| Indiana - Holding Company      |
 --------------------------------
  |   -----------------------------------------
  |--| Lincoln National (UK) PLC               |
  |  | 100% - England/Wales - Holding Company  |
  |   -----------------------------------------
  |       |   ----------------------------------------------
  |       |--| Lincoln General Insurance Co. Ltd.           |
  |       |  | 100% - Accident & Health Insurance           |
  |       |   ----------------------------------------------
  |       |   --------------------------------------------
  |       |--|Lincoln Assurance Limited                   |
  |       |  |100% ** - England/Wales - Life Assurance    |
  |       |   --------------------------------------------
  |       |     |     |   ---------------------------------------------
  |       |     |     |--|Barnwood Property Group Limited              |
  |       |     |     |  |100% - England/Wales - Property Management Co|
  |       |     |     |   ---------------------------------------------
  |       |     |     |     |   ------------------------------------------
  |       |     |     |     |--| Barnwood Developments Limited            |
  |       |     |     |     |  | 100% England/Wales - Property Development|
  |       |     |     |     |   ------------------------------------------
  |       |     |     |     |   --------------------------------------------
  |       |     |     |     |--| Barnwood Properties Limited                |
  |       |     |     |     |  | 100% - England/Wales - Property Investment |
  |       |     |     |     |   --------------------------------------------
  |       |     |     |   -----------------------------------------------------
  |       |     |     |--|IMPCO Properties G.B. Ltd.                           |
  |       |     |     |  |100% - England/Wales - Property Investment (Inactive)|
  |       |     |         -----------------------------------------------------
  |       |     |   ----------------------------------------------------
  |       |     |--| Lincoln Insurance Services Limited                 |
  |       |     |  | 100% - Holding Company                             |
  |       |     |   ----------------------------------------------------
  |       |     |     |   ---------------------------------
  |       |     |     |--| British National Life Sales Ltd.|
  |       |     |     |  | 100% - Inactive                 |
  |       |     |     |   ---------------------------------
  |       |     |     |   ----------------------------------------------------------
  |       |     |     |--| BNL Trustees Limited                                     |
  |       |     |     |  | 100% - England/Wales - Corporate Pension Fund (Inactive) |
  |       |     |     |   ----------------------------------------------------------
  |       |     |     |   -------------------------------------
  |       |     |     |--| Chapel Ash Financial Services Ltd.  |
  |       |     |     |  | 100% - Direct Insurance Sales       |
                          -------------------------------------


<PAGE>

 --------------------------------
|                                |
| Lincoln National Corporation   |
| Indiana - Holding Company      |
 --------------------------------
  |   -----------------------------------------
  |--| Lincoln National (UK) PLC               |
  |  | 100% - England/Wales - Holding Company  |
  |   -----------------------------------------
  |      |  |----------------------------------------------
  |      |--| Lincoln Unit Trust Managers Limited          |
  |      |  | 100% - England/Wales - Investment Management |
  |      |   ----------------------------------------------
  |      |   ----------------------------------------------------------
  |      |--| LIV Limited (formerly Lincoln Investment Management Ltd.)|
  |      |  | 100% - England/Wales - Investment Management Services    |
  |      |   ----------------------------------------------------------
  |      |    |   -----------------------------------------------
  |      |    |--| CL CR Management Ltd.                         |
  |      |       | 50% - England/Wales - Administrative Services |
  |      |        -----------------------------------------------
  |      |   -----------------------------------------------------------
  |      |--| Lincoln Independent Limited                               |
  |      |  | (formerly: Laurentian Independent Financial Planning Ltd.)|
  |      |  | 100% - England/Wales - Independent Financial Adviser      |
  |      |   -----------------------------------------------------------
  |      |   ----------------------------------------------
  |      |--| Lincoln Investment Management Limited        |
  |      |  | (formerly: Laurentian Fund Management Ltd.)  |
  |      |  | 100% - England/Wales - Investment Management |
  |      |   ----------------------------------------------
  |      |   ------------------------------------------
  |      |--| LN Securities Limited                    |
  |      |  | 100% - England/Wales - Nominee Company   |
  |      |   ------------------------------------------
  |      |   --------------------------------------------
  |      |--| Niloda Limited                             |
  |      |  | 100% - England/Wales - Investment Company  |
  |      |   --------------------------------------------
  |      |   ------------------------------------------------
  |      |--| Lincoln National Training Services Limited     |
  |      |  | 100% - England/Wales - Training Company        |
  |      |   ------------------------------------------------
  |      |   ------------------------------------------------
  |      |--| Lincoln Pension Trustees Limited               |
  |      |  | 100% - England/Wales - Corporate Pension Fund  |
  |      |   ------------------------------------------------
  |      |   ------------------------------------------------
  |      |--| Lincoln Independent (Jersey) Limited           |
  |      |  | (formerly Lincoln National (Jersey) Limited)   |
  |      |  | 100% - England/Wales - Dormat                  |
  |      |   ------------------------------------------------
  |      |   ------------------------------------------------
  |      |--| Lincoln National(Guernsey) Limited             |
  |      |  | 100% - England/Wales - Dormat                  |
  |      |   ------------------------------------------------
  |      |   ------------------------------------------------
  |      |--| Lincoln SBP Trustee Limited                    |
  |      |  | 100% - England/Wales                           |
             ------------------------------------------------


<PAGE>

 --------------------------------
|                                |
| Lincoln National Corporation   |
| Indiana - Holding Company      |
 --------------------------------
  |   -------------------------------------------------
  |  | Linsco Reinsurance Company                      |
  |--| (formerly Lincoln National Reinsurance Company) |
  |  | 100% - Indiana - Property/Casualty              |
  |   -------------------------------------------------
  |   ------------------------------------
  |--| Old Fort Insurance Company, Ltd.   |
  |  | 100% ** - Bermuda                  |
  |   ------------------------------------
  |       |   --------------------------------------------------------
  |       |  | Lincoln National Underwriting Services, Ltd.           |
  |       |--| 10% - England/Wales - Life/Accident/Health Underwriter |
  |       |  | (Remaining 90% owned by Lincoln Natl. Reinsurance Co.) |
  |       |   --------------------------------------------------------
  |       |   ---------------------------------------------------
  |       |  | Solutions Holdings, Inc.                          |
  |       |--| 100% - Delaware - General Business Corporation    |
  |       |   ---------------------------------------------------
  |       |      |   -----------------------------------------
  |       |      |--|Solutions Reinsurance Limited            |
  |       |      |  |100% - Bermuda - Class III Insurance Co  |
  |                  -----------------------------------------
  |   ----------------------------------------------------------
  |  | Seguros Serfin Lincoln, S.A.                             |
  |--| 49% - Mexico - Insurance                                 |
  |   ----------------------------------------------------------
  |   ----------------------------------------------------------
  |  | Servicios de Evaluacion de Riesgos, S. de R.L. de C.V.   |
  |--| 49% - Mexico - Reinsurance Underwriter                   |
  |  | (Remaining 51% owned by Lincoln Natl. Reinsurance Co.)   |
  |   ----------------------------------------------------------
  |   --------------------------------------------
  |--| Underwriters & Management Services, Inc.   |
     | 100% - Indiana - Underwriting Services     |
      --------------------------------------------
</TABLE>


FOOTNOTES: 

* The funds contributed by the Underwriters were, and continue to be subject 
to trust agreements between American States Insurance Company, the  grantor, 
and each Underwriter, as trustee.

**   Except for director-qualifying shares 

# Lincoln National Corporation has subscribed for and paid for 100 shares of  
Common Stock (with a par value of $1.00 per share) at a price of $10 per  
share, as part of the organizing of the fund.  As such stock is further  
sold, the ownership of voting securities by Lincoln National Corporation  
will decline and fluctuate.


<PAGE>

                                                                  ATTACHMENT #1
                     LINCOLN LIFE AND ANNUITY DISTRIBUTORS, INC.
                            CORPORATE AGENCY SUBSIDIARIES

1)    Lincoln Financial Group, Inc. (AL)
2)    Lincoln Financial and Insurance Services Corporation (Walnut Creek, CA)
3)    California Fringe Benefit and Insurance Marketing Corporation 
      DBA/California Fringe Benefit Company (Walnut Creek, CA)
4)    Colorado-Lincoln Financial Group, Inc. (Denver, CO)
5)    Lincoln National Financial Services, Inc. (Lake Worth, FL)
6)    CMP Financial Services, Inc. (Chicago, IL)
7)    Lincoln Financial Group of Northern Indiana, Inc. (Fort Wayne, IN)
8)    Financial Planning Partners, Ltd. (Mission, KS)
9)    The Lincoln National Financial Group of Louisiana, Inc. (Shreveport,
      LA)
10)   Benefits Marketing Group, Inc. (D.C. & Chevy Chase, MD)
11)   Lincoln Financial Services and Insurance Brokerage of New England, Inc.
      (formerly: Lincoln National of New England Insurance Agency, Inc.) 
      (Worcester, MA)
12)   Financial Consultants of Michigan, Inc. (Troy, MI)
13)   Lincoln Financial Group of Missouri, Inc. (formerly: John J. Moore &
      Associates, Inc.) (St. Louis, MO)
14)   Beardslee & Associates, Inc. (Clifton, NJ)
15)   Lincoln Financial Group, Inc. (formerly: Resources/Financial, Inc. 
      (Albuquerque, NM)
16)   Lincoln Cascades, Inc. (Portland, OR)
17)   Lincoln Financial Group, Inc. (Salt Lake City, (UT)


<PAGE>

Summary of Changes to Organizational Chart:

JANUARY 1, 1995-DECEMBER 31, 1995

SEPTEMBER 1995

a.   Lincoln National (Jersey) Limited was incorporated on September 18, 1995. 
     Company is dormat and was formed for tax reasons per Barbara Benoit,
     Assistant Corporate Secretary at Lincoln UK.

JANUARY 1, 1996-DECEMBER 1, 1996

MARCH 1996

a.   Delaware Investment Counselors, Inc. changed its name to Delaware Capital
     Management, Inc. effective March 29, 1996.

AUGUST 1996

a.   Lincoln National (Gernsey) Limited was incorporated on August 9, 1996;
     company is dormat and was formed for tax reasons.

SEPTEMBER 1996

a.   Morgan Financial Group, Inc. changed its name to Lincoln National Sales
     Corporation of Maryland effective September 23, 1996.

OCTOBER 1996

a.   Addition of Lincoln National (India) Inc., incorporated as an Indiana
     corporation on October 17, 1996. 

NOVEMBER 1996

a.   Lincoln National SBP Trustee Limited was bought "off the shelf" and was
     incorporated on November 26, 1996; it was formed to act as Trustee for
     Lincoln Staff Benefits Plan. 

DECEMBER 1996

a.   Addition of Lincoln National Investments, Inc., incorporated as an Indiana
     corporation on December 12, 1996. 


JANUARY 1, 1997-DECEMBER 31, 1997

JANUARY 1997

a.   Delaware Management Holdings, Inc., Lynch & Mayer, Inc. and Vantage Global
     Advisors, Inc. were transferred via capital contribution to Lincoln
     National Investments, Inc. effective January 2, 1997. 

b.   Lincoln National Investments, Inc. changed its name to Lincoln National
     Investment Companies, Inc. effective January 24, 1997. 

c.   Lincoln National Investment Companies, Inc. changed its named to Lincoln
     National Investments, Inc. effective January 24, 1997. 




JANUARY 1997 CON'T


<PAGE>

d.   The following Lincoln National (UK) subsidiaries changed their name
     effective January 1, 1997: Lincoln Financial Group PLC (formerly Laurentian
     Financial Group PLC); Lincoln Milldon Limited (formerly Laurentian Milldon
     Limited); Lincoln Management Services Limited (formerly Laurentian
     Management Services Limited). 

FEBRUARY 1997

a.   Removal of Lincoln National Financial Group of Philadelphia, Inc. which was
     dissolved effective February 25, 1997. 

MARCH 1997

a.   Removal of Lincoln Financial Services, Inc. which was dissolved effective
     March 4, 1997. 

APRIL 1997

a.   Acquisition of Dougherty Financial Group, Inc. on April 30, 1997.  Company
     then changed its name to Delvoy, Inc.  The acquisition included the mutual
     fund group of companies as part of the Voyager acquisition.  The following
     companies all then were moved under the newly formed holding company,
     Delvoy, Inc. effective April 30, 1997: Delaware Management Company, Inc.,
     Delaware Distributors, Inc., Delaware Capital Management, Inc., Delaware
     Service Company, Inc. and Delaware Investment & Retirement Services, Inc.  

b.   Acquisition of Voyager Fund Managers, Inc. and Voyager Fund Distributors,
     Inc. on April 30, 1997; merger is scheduled for May 31, 1997 for Voyager
     Fund Managers, Inc. into Delaware Management Company, Inc. and Voyager Fund
     Distributors, Inc. is to merge into Delaware Distributors, L.P. 

c.   Removal of Aseguradora InverLincoln, S.A. Compania de Seguros y Reaseguros,
     Grupo Financiero InverMexico.  Stock was sold to Grupo Financiero
     InverMexico effective April 18, 1997. 

MAY 1997

a.   Name change of The Richard Leahy Corporation to Lincoln National Financial
     Institutions Group, Inc. effective May 6, 1997. 

b.   Voyager Fund Managers, Inc. merged into Delaware Management Company, Inc.
     effective May 30, 1997 at 10:00 p.m. with Delaware Management Company, Inc.
     surviving. 

c.   On May 31, 1997 at 2:00 a.m., Voyager Fund Distributors, Inc. merged into a
     newly formed company Voyager Fund Distributors (Delaware), Inc.,
     incorporated as a Delaware corporation on May 23, 1997.  Voyager Fund
     Distributors (Delaware), Inc. then merged into Delaware Distributors, L.P.
     effective May 31, 1997 at 2:01 a.m.  Delaware Distributors, L.P. survived. 

JUNE 1997

a.   Removal of Lincoln National Sales Corporation of Maryland -- company
     dissolved June 13, 1997. 

b.   Addition of Lincoln Funds Corporation, incorporated as a Delaware
     corporation on June 10, 1997 at 2:00 p.m.

c.   Addition of Lincoln Re, S.A., incorporated as an Argentina company on June
     30, 1997. 


<PAGE>

JULY 1997

a.   LNC Equity Sales Corporation changed its name to Lincoln Financial Advisors
     Corporation effective July 1, 1997. 

b.   Addition of Solutions Holdings, Inc., incorporated as a Delaware
     corporation on July 27, 1997. 

SEPTEMBER 1997

a.   Addition of Solutions Reinsurance Limited, incorporated as a Bermuda
     corporation on September 29, 1997. 

OCTOBER 1997

a.   Removal of the following companies: American States Financial Corporation,
     American States Insurance Company, American Economy Insurance Company,
     American States Insurance Company of Texas, American States Life Insurance
     Company, American States Lloyds Insurance Company, American States
     Preferred Insurance Company, City Insurance Agency, Inc. and Insurance
     Company of Illinois -- all were sold 10-1-97 to SAFECO Corporation. 

b.   Liberty Life Assurance Limited was sold to Liberty International Holdings
     PLC effective 10-6-97.  

c.   Addition of Seguros Serfin Lincoln, S.A., acquired by LNC on 10-15-97. 


DECEMBER 1997

a.   Addition of City Financial Partners Ltd. as a result of its acquisition by
     Lincoln National Corporation on December 22, 1997.  This company will
     distribute life assurance and pension products of Lincoln Assurance
     Limited.

b.   Removal of Lynch & Mayer Asia, Inc. which was dissolved December 24, 1997. 

JANUARY 1998

a.   Addition of Cigna Associates, Inc., Cigna Financial Advisors, Inc. and
     Cigna Associates of Massachusetts, Inc., acquired by The Lincoln National
     Life Insurance Company on January 1, 1998.  Cigna Associates of
     Massachusetts is 100% owned by Cigna Associates, Inc. 

b.   Removal of Lincoln National Mezzanine Corporation and Lincoln National
     Mezzanine Fund, L.P.  Lincoln National Mezzanine Corporation was dissolved
     on January 12, 1998 and Lincoln National Mezzanine Fund, L.P. was cancelled
     January 12, 1998. 

c.   Corporate organizational changes took place in the UK group of companies on
     January 21, 1998: Lincoln Insurance Services Limited and its subsidiaries
     were  moved from Lincoln National (UK) PLC to Lincoln Assurance Limited;
     Lincoln General Insurance Co. Ltd. was moved from Lincoln Insurance
     Services Limited to Lincoln National (UK) PLC.  

d.   Addition of AnnuityNet, Inc., incorporated as an Indiana corporation on
     January 16, 1998 and a wholly-owned subsidiary of The Lincoln National Life
     Insurance Company. 


JUNE 1998


<PAGE>

a.   Name Change of CIGNA Financial Advisors, Inc. to Sagemark Consulting, Inc.
     effective June 1, 1998. 

b.   Name Change of CIGNA Associates, Inc. to Lincoln National Insurance
     Associates, Inc. effective June 1, 1998. 

c.   Addition of Lincoln National Insurance Associates of Alabama, Inc.,
     incorporated as a wholly-owned subsidiary of Lincoln National Insurance
     Associates, Inc. as an Alabama domiciled corporation. 

d.   Dissolution of LUTM Nominees Limited effective June 10, 1998. 

e.   Dissolution of Cannon Fund Managers Limited June 16, 1998. 

f.   Dissolution of P.N. Kemp Gee & Co. Ltd. June 2, 1998. 


JULY 1998

a.   Name change of CIGNA Associates of Massachusetts, Inc. to Lincoln National
     Insurance Associates of Massachusetts, Inc. effective July 22, 1998.


SEPTEMBER 1998

a.   Removal of Lincoln Financial Group of Michigan, Inc., voluntarily dissolved
     September 15, 1998. 

b.   Name change of Lincoln Financial Group, Inc. to Lincoln Life and Annuity
     Distributors, Inc. on September 29, 1998. 

c.   Removal of Lincoln European Reinsurance S.A. -- company dissolved September
     30, 1998. 

d.   Removal of Lincoln Funds Corporation -- company voluntarily dissolved
     September 30, 1998. 

OCTOBER 1998

a.   Addition of AnnuityNet Insurance Agency, Inc., incorporated as an Indiana
     corporation October 2, 1998., a wholly-owned subsidiary of AnnuityNet, Inc.

b.   Removal of Lincoln National (India) Inc., voluntarily dissolved October 26,
     1998. 

DECEMBER 1998

a.   Removal of The Insurers' Fund, Inc., voluntarily dissolved December 10,
     1998.

b.   Addition of Lincoln National Management Corporation, a Pennsylvania
     corporation and a wholly-owned subsidiary of Lincoln National Corporation,
     incorporated on December 17, 1998.  

JANUARY 1999

Lincoln Unit Trust Management changed its name on January 5, 1999 to Lincoln ISA
Management Limited. 


FEBRUARY 1999

Removal of Lincoln Soutwest Financial Group, Inc. -- company's term of existence
expired July 18, 1998.




<PAGE>

                               BOOKS AND RECORDS

                   LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C

          RULES UNDER SECTION 31 OF THE INVESTMENT COMPANY ACT OF 1940

      Records to Be Maintained by Registered Investment Companies, Certain
         Majority-Owned Subsidiaries Thereof, and Other Persons Having
               Transactions with Registered Investment Companies.

Reg. 270.31a-1. (a) Every registered investment company, and every underwriter,
broker, dealer, or investment advisor which is a majority-owned subsidiary of
such a company, shall maintain and keep current the accounts, books, and other
documents relating to its business which constitute the record forming the basis
for financial statements required to be filed pursuant to Section 30 of the
Investment Company Act of 1940 and of the auditor's reports relating thereto.

LN-RECORD          LOCATION   PERSON TO CONTACT   RETENTION

Annual Reports     Finance    Eric Jones          Permanently, the first two
To Shareholders                                   years in an easily accessible
                                                  place

Semi-Annual        Finance    Eric Jones          Permanently, the first two
Reports                                           years in an easily accessible
                                                  place

Form N-SAR         Finance    Eric Jones          Permanently, the first two
                                                  years in an easily accessible
                                                  place

(b) Every registered investment company shall maintain and keep current the
following books, accounts, and other documents:

TYPE OF RECORD

(1) Journals (or other records of original entry) containing an itemized daily
record in detail of all purchases and sales of securities (including sales and
redemptions of its own securities), all receipts and deliveries of securities
(including certificate numbers if such detail is not recorded by custodian or
transfer agent), all receipts and disbursements of cash and all other debits and
credits. Such records shall show for each such transaction the name and quantity
of securities, the unit and aggregate purchase or sale price, commission paid,
the market on which effected, the trade date, the settlement date, and the name
of the person through or from whom purchased or received or to whom sold or
delivered.

PURCHASES AND SALES JOURNALS

Daily reports      CSRM       Nancy Alford        Permanently, the first two
of securities      Finance    Eric Jones          years in an easily accessible
transactions                                      place

PORTFOLIO SECURITIES

C-Port Purchase/   Finance    Eric Jones          Permanently, the first two
Sales Report                                      years in an easily accessible
                                                  place
<PAGE>


LN-RECORD          LOCATION  PERSON TO CONTACT    RETENTION

RECEIPTS AND DELIVERIES OF SECURITIES (UNITS)

Not Applicable.

PORTFOLIO SECURITIES

Not Applicable.

RECEIPTS AND DISBURSEMENTS OF CASH AND OTHER DEBITS AND CREDITS

Daily Journals    CSRM        Nancy Alford        Permanently, the first two
                  Finance     Eric Jones          years in an easily accessible
                                                  place

(2) General and auxiliary ledgers (or other record) reflecting all asset,
liability, reserve, capital, income and expense accounts, including:

       (i)          Separate ledger accounts (or other records) reflecting the
                    following:
       (a)          Securities in transfer;
       (b)          Securities in physical possession;
       (c)          Securities borrowed and securities loaned;
       (d)          Monies borrowed and monies loaned (together with a record 
                    of the collateral therefore  and
                    substitutions in such collateral);
       (e)          Dividends and interest received;
       (f)          Dividends receivable and interest accrued.

Instructions. (a) and (b) shall be stated in terms of securities quantities
only; (c) and (d) shall be stated in dollar amounts and securities quantities as
appropriate; (e) and (f) shall be stated in dollar amounts only.

GENERAL LEDGER

LNL trial          Finance    Eric Jones          Permanently, the first two
Balance (5000                                     years in an easily accessible
series)                                           place

SECURITIES IN TRANSFER

Not Applicable.

SECURITIES IN PHYSICAL POSSESSION

Not Applicable.

SECURITIES BORROWED AND LOANED

Not Applicable.

MONIES BORROWED AND LOANED

Not Applicable.

DIVIDENDS AND INTEREST RECEIVED

LNL Trial          Finance    Eric Jones          Permanently, the first two
Balance (5000                                     years in an easily accessible
series)                                           place


<PAGE>

LN-RECORD          LOCATION   PERSON TO CONTACT   RETENTION

DIVIDENDS RECEIVABLE AND INTEREST ACCRUED

LNL Trial          Finance    Eric Jones          Permanently, the first two
Balance (5000                                     years in an easily accessible
series)                                           place

(ii) Separate ledger accounts (or other records) for each portfolio security,
showing (as of trade dates), (a) the quantity and unit and aggregate price for
each purchase, sale, receipt, and delivery of securities and commodities for
such accounts, and (b) all other debits and credits for such accounts.

Securities positions and money balances in such ledger accounts (or other
records) shall be brought forward periodically but not less frequently than at
the end of fiscal quarters. Any portfolio security, the salability of which is
conditioned, shall be so noted. A memorandum record shall be available setting
forth, with respect to each portfolio security accounts, the amount and
declaration, ex-dividend, and payment dates of each dividend declared thereon.

LEDGER ACCOUNT FOR EACH PORTFOLIO SECURITY

Daily Report        Finance     Eric Jones        Permanently, the first two
Of Securities                                     years in an easily accessible
Transactions (Daily                               place
Trade File)

(iii) Separate ledger accounts (or other records) for each broker-dealer, bank
or other person with or through which transactions in portfolio securities are
affected, showing each purchase or sale of securities with or through such
persons, including details as to the date of the purchase or sale, the quantity
and unit and aggregate prices of such securities, and the commissions or other
compensation paid to such persons. Purchases or sales effected during the same
day at the same price may be aggregated.

Not Applicable.

(iv) Separate ledger accounts (or other records), which may be maintained by a
transfer agent or registrar, showing for each shareholder of record of the
investment company the number of shares of capital stock of the company held. in
respect of share accumulation accounts (arising from periodic investment plans,
dividend reinvestment plans, deposit of issued shares by the owner thereof,
etc.), details shall be available as to the dates and number of shares of each
accumulation, and except with respect to already issued shares deposited by the
owner thereof, prices of each such accumulation.

SHAREHOLDER ACCOUNTS

Master file          Finance    Eric Jones        Permanently, the first two
Record (Daily        CSRM       Nancy Alford      years in an easily accessible
Trade File & Leg                                  place
Syst Client Rpt)


(3) A securities record or ledger reflecting separately for each portfolio
security as of trade date all "long" and "short" positions carried by the
investment company for its own account and showing the location of all
securities long and the off-setting position to all securities short. The record
called for by this paragraph shall not be required in circumstances under which
all portfolio securities are maintained by a bank or banks or a member or
members of a national securities exchange as custodian under a custody agreement
or as agent for such custodian.

<PAGE>

LN-RECORD           LOCATION    PERSON TO CONTACT  RETENTION

Not Applicable

(4) Corporate charters, certificates of incorporation or trust agreements, and
bylaws, and minute books of stockholders' and directors' or trustees' meetings;
and minute books of directors' or trustees' committee and advisory board or
advisory committee meetings.

CORPORATE DOCUMENTS

Memorandum          Legal       Janet Lindenberg   Permanently, the first two
Establishing SA                                    years in an easily accessible
                                                   place

(5) A record of each brokerage order given by or in behalf of the investment
company for, or in connection with, the purchase or sale of securities, whether
executed or unexecuted. Such record shall include the name of the broker, the
terms and conditions of the order and of any modification or cancellation
thereof, the time of entry or cancellation, the price at which executed, and the
time of receipt of report of execution. The record shall indicate the name of
the person who placed the order in behalf of the investment company.

ORDER TICKETS

UIT applica-         CSRM        Nancy Alford     Six years, the first two
tions and            Finance     Eric Jones       years in and easily accessible
daily reports                                     place
of securities
transactions

(6) A record of all other portfolio purchase or sales showing details comparable
to those prescribed in paragraph 5 above.

COMMERCIAL PAPER

Not Applicable.

(7) A record of all puts, calls, spreads, straddles, and other options in which
the investment company has any direct or indirect interest or which the
investment company has granted or guaranteed; and a record of any contractual
commitments to purchase, sell, receive or deliver securities or other property
(but not including open orders placed with broker-dealers for the purchase or
sale of securities, which may be cancelled by the company on notices without
penalty or cost of any kind); containing at least an identification of the
security, the number of units involved, the option price, the date of maturity,
the date of issuance, and the person to whom issued.

RECORD OF PUTS, CALLS, SPREADS, ETC.

Not Applicable.

(8) A record of the proof of money balances in all ledger accounts (except
shareholder accounts), in the form of trial balances. Such trial balances shall
be prepared currently at least once a month.



<PAGE>


LN-RECORD           LOCATION    PERSON TO CONTACT  RETENTION

TRIAL BALANCE

LNL Trial           Finance     Eric Jones         Permanently, the first two
Balance (5000                                      years in an easily accessible
series)                                            place

(9) A record for each fiscal quarter, which shall be completed within 10 days
after the end of such quarter, showing specifically the basis or bases upon
which the allocation of orders for the purchase and sale of portfolio securities
to named brokers or dealers and the division of brokerage commissions or other
compensation on such purchase and sale orders among named persons were made
during such quarter. The record shall indicate the consideration given to (a)
sales of shares of the investment company by brokers or dealers, (b) the
supplying of services or benefits by brokers or dealers to the investment
company, its investment advisor or principal underwriter or any persons
affiliated therewith, and (c) any other considerations other than the technical
qualifications of the brokers and the dealers as such. The record shall show the
nature of their services or benefits made available, and shall describe in
detail the application of any general or specific formula or other determinant
used in arriving at such allocation of purchase and sales orders and such
division of brokerage commissions or other compensation. The record shall also
include the identifies of the person responsible for the determination of such
allocation and such division of brokerage commissions or other compensation.

Not Applicable.

(10) A record in the form of an appropriate memorandum identifying the person or
persons, committees, or groups authorizing the purchase or sale of portfolio
securities. Where an authorization is made by a committee or group, a record
shall be kept in the names of its members who participated in the authorization.
There shall be retained a part of the record required by this paragraph any
memorandum, recommendation, or instruction supporting or authorizing the
purchase or sale of portfolio securities. The requirements of this paragraph are
applicable to the extent they are not met by compliance with the requirements of
paragraph 4 of this Rule 31a1(b).

Advisory          Legal      Janet Lindenberg      Six years, the first two
Agreements                                         years in an easily accessible
                                                   place

(11) Files of all advisory material received from the investment advisor, any
advisory board or advisory committee, or any other persons from whom the
investment company accepts investment advice publications distributed generally.

Not Applicable.

(12) The term "other records" as used in the expressions "journals (or other
records of original entry)" and "ledger accounts (or other records)" shall be
construed to include, where appropriate, copies of voucher checks,
confirmations, or similar documents which reflect the information required by
the applicable rule or rules in appropriate sequence and in permanent form,
including similar records developed by the use of automatic data processing
systems.

Correspondence   CSRM         Nancy Alford         Six years, the first two
                                                   years in an easily accessible
                                                   place

<PAGE>


LN-RECORD         LOCATION    PERSON TO CONTACT    RETENTION

Proxy State-      CSRM        Nancy Alford         Six years, the first two
ments and                                          years in an easily accessible
Proxy Cards                                        place

Pricing Sheets    Finance     Eric Jones           Permanently, the first two
                                                   years in an easily accessible
                                                   place

Bank State-       Treasurers  Rusty Summers        Six years, the first two 
Ments                                              years in an easily accessible
                                                   place




                              March 24, 1999


<PAGE>


                                 POWER OF ATTORNEY

We, the undersigned directors and officers of The Lincoln National Life
Insurance Company, hereby revoke all powers of attorney authorizing any person
to act as attorney-in-fact relative to Lincoln National Variable Annuity Account
C (Multi-Fund), which were previously executed by us and do hereby severally
constitute and appoint Kelly D. Clevenger, Jeffrey K. Dellinger, and Steven M.
Kluever, our true and lawful attorneys-in-fact, with full power in each of them
to sign for us, in our names and in the capacities indicated below, any and all
amendments to Registration Statement No. 33-25990 filed with the Securities and
Exchange Commission under the Securities Act of 1933, on behalf of the Company
in its own name or in the name of one of its Separate Accounts, hereby ratifying
and confirming our signatures as they may be signed by any of our
attorneys-in-fact to any such amendment to that Registration Statement.  The
power of attorney was signed by us on February 3, 1999.

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



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



Lawrence T. Rowland            Executive Vice President and Director


Keith J. Ryan                  Senior Vice President, Assistant Treasurer and
                               Chief Financial Officer
                               (Principal Financial Officer and Principal
                               Accounting Officer)

H. Thomas McMeekin             Director


Richard C. Vaughan             Director


Jon A. Boscia                  Director


STATE OF INDIANA)
                )SS:
COUNTY OF ALLEN )

                               Subscribed and sworn to before me this
                               3rd day of February, 1999.

                               /s/Janet L. Lindenberg

                               Notary public

                               Commission Expires: 7-10-2001
                                                   ---------



<PAGE>


                                 POWER OF ATTORNEY

We, the undersigned directors and officers of The Lincoln National Life
Insurance Company, hereby revoke all powers of attorney authorizing any person
to act as attorney-in-fact relative to Lincoln National Variable Annuity Account
C (Multi-Fund), which were previously executed by us and do hereby severally
constitute and appoint Kelly D. Clevenger, Jeffrey K. Dellinger, and Steven M.
Kluever, our true and lawful attorneys-in-fact, with full power in each of them
to sign for us, in our names and in the capacities indicated below, any and all
amendments to Registration Statement No. 33-25990 filed with the Securities and
Exchange Commission under the Securities Act of 1933, on behalf of the Company
in its own name or in the name of one of its Separate Accounts, hereby ratifying
and confirming our signatures as they may be signed by any of our
attorneys-in-fact to any such amendment to that Registration Statement.  The
power of attorney was signed by us on February 3, 1999.

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



Gabriel L. Shaheen              President, Chief Executive Officer and Director
                                (Principal Executive Officer)


/s/ Lawrence T. Rowland

Lawrence T. Rowland             Executive Vice President and Director


Keith J. Ryan                   Senior Vice President, Assistant Treasurer and
                                Chief Financial Officer
                                (Principal Financial Officer and Principal
                                Accounting Officer)

H. Thomas McMeekin              Director


Richard C. Vaughan              Director


Jon A. Boscia                   Director


STATE OF INDIANA)
                )SS:
COUNTY OF ALLEN )

                                Subscribed and sworn to before me this
                                3rd day of February, 1999.

                                /s/Janet L. Lindenberg

                                Notary public

                                Commission Expires: 7-10-2001
                                                    ---------



<PAGE>


                                 POWER OF ATTORNEY

We, the undersigned directors and officers of The Lincoln National Life
Insurance Company, hereby revoke all powers of attorney authorizing any person
to act as attorney-in-fact relative to Lincoln National Variable Annuity Account
C (Multi-Fund), which were previously executed by us and do hereby severally
constitute and appoint Kelly D. Clevenger, Jeffrey K. Dellinger, and Steven M.
Kluever, our true and lawful attorneys-in-fact, with full power in each of them
to sign for us, in our names and in the capacities indicated below, any and all
amendments to Registration Statement No. 33-25990 filed with the Securities and
Exchange Commission under the Securities Act of 1933, on behalf of the Company
in its own name or in the name of one of its Separate Accounts, hereby ratifying
and confirming our signatures as they may be signed by any of our
attorneys-in-fact to any such amendment to that Registration Statement.  The
power of attorney was signed by us on February 3, 1999.

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



Gabriel L. Shaheen             President, Chief Executive Officer and Director
                               (Principal Executive Officer)


Lawrence T. Rowland            Executive Vice President and Director


/s/ Keith J. Ryan

Keith J. Ryan                  Senior Vice President, Assistant Treasurer and
                               Chief Financial Officer
                               (Principal Financial Officer and Principal
                               Accounting Officer)

H. Thomas McMeekin             Director


Richard C. Vaughan             Director


Jon A. Boscia                  Director


STATE OF INDIANA)
                )SS:
COUNTY OF ALLEN )

                               Subscribed and sworn to before me this
                               3rd day of February, 1999.

                               /s/Janet L. Lindenberg

                               Notary public

                               Commission Expires: 7-10-2001
                                                   ---------



<PAGE>


                                 POWER OF ATTORNEY

We, the undersigned directors and officers of The Lincoln National Life
Insurance Company, hereby revoke all powers of attorney authorizing any person
to act as attorney-in-fact relative to Lincoln National Variable Annuity Account
C (Multi-Fund), which were previously executed by us and do hereby severally
constitute and appoint Kelly D. Clevenger, Jeffrey K. Dellinger, and Steven M.
Kluever, our true and lawful attorneys-in-fact, with full power in each of them
to sign for us, in our names and in the capacities indicated below, any and all
amendments to Registration Statement No. 33-25990 filed with the Securities and
Exchange Commission under the Securities Act of 1933, on behalf of the Company
in its own name or in the name of one of its Separate Accounts, hereby ratifying
and confirming our signatures as they may be signed by any of our
attorneys-in-fact to any such amendment to that Registration Statement.  The
power of attorney was signed by us on February 3, 1999.

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



Gabriel L. Shaheen             President, Chief Executive Officer and Director
                               (Principal Executive Officer)


Lawrence T. Rowland            Executive Vice President and Director


Keith J. Ryan                  Senior Vice President, Assistant Treasurer and
                               Chief Financial Officer
                               (Principal Financial Officer and Principal
                               Accounting Officer)

/s/ H. Thomas McMeekin

H. Thomas McMeekin             Director


Richard C. Vaughan             Director


Jon A. Boscia                  Director


STATE OF INDIANA)
                )SS:
COUNTY OF ALLEN )

                               Subscribed and sworn to before me this
                               3rd day of February, 1999.

                               /s/Janet L. Lindenberg

                               Notary public

                               Commission Expires: 7-10-2001
                                                   ---------



<PAGE>


                                 POWER OF ATTORNEY

We, the undersigned directors and officers of The Lincoln National Life
Insurance Company, hereby revoke all powers of attorney authorizing any person
to act as attorney-in-fact relative to Lincoln National Variable Annuity Account
C (Multi-Fund), which were previously executed by us and do hereby severally
constitute and appoint Kelly D. Clevenger, Jeffrey K. Dellinger, and Steven M.
Kluever, our true and lawful attorneys-in-fact, with full power in each of them
to sign for us, in our names and in the capacities indicated below, any and all
amendments to Registration Statement No. 33-25990 filed with the Securities and
Exchange Commission under the Securities Act of 1933, on behalf of the Company
in its own name or in the name of one of its Separate Accounts, hereby ratifying
and confirming our signatures as they may be signed by any of our
attorneys-in-fact to any such amendment to that Registration Statement.  The
power of attorney was signed by us on February 3, 1999.

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



Gabriel L. Shaheen             President, Chief Executive Officer and Director
                               (Principal Executive Officer)


Lawrence T. Rowland            Executive Vice President and Director


Keith J. Ryan                  Senior Vice President, Assistant Treasurer and
                               Chief Financial Officer
                               (Principal Financial Officer and Principal
                               Accounting Officer)

H. Thomas McMeekin             Director


/s/ Richard C. Vaughan

Richard C. Vaughan             Director


Jon A. Boscia                  Director


STATE OF INDIANA)
                )SS:
COUNTY OF ALLEN )

                               Subscribed and sworn to before me this
                               3rd day of February, 1999.

                               /s/Janet L. Lindenberg

                               Notary public

                               Commission Expires: 7-10-2001
                                                   ---------



<PAGE>


                                 POWER OF ATTORNEY

We, the undersigned directors and officers of The Lincoln National Life
Insurance Company, hereby revoke all powers of attorney authorizing any person
to act as attorney-in-fact relative to Lincoln National Variable Annuity Account
C (Multi-Fund), which were previously executed by us and do hereby severally
constitute and appoint Kelly D. Clevenger, Jeffrey K. Dellinger, and Steven M.
Kluever, our true and lawful attorneys-in-fact, with full power in each of them
to sign for us, in our names and in the capacities indicated below, any and all
amendments to Registration Statement No. 33-25990 filed with the Securities and
Exchange Commission under the Securities Act of 1933, on behalf of the Company
in its own name or in the name of one of its Separate Accounts, hereby ratifying
and confirming our signatures as they may be signed by any of our
attorneys-in-fact to any such amendment to that Registration Statement.  The
power of attorney was signed by us on February 3, 1999.

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



Gabriel L. Shaheen              President, Chief Executive Officer and Director
                                (Principal Executive Officer)


Lawrence T. Rowland             Executive Vice President and Director


Keith J. Ryan                   Senior Vice President, Assistant Treasurer and
                                Chief Financial Officer
                                (Principal Financial Officer and Principal
                                Accounting Officer)

H. Thomas McMeekin              Director


Richard C. Vaughan              Director


/s/ Jon A. Boscia

Jon A. Boscia                   Director


STATE OF INDIANA)
                )SS:
COUNTY OF ALLEN )

                                Subscribed and sworn to before me this
                                3rd day of February, 1999.

                                /s/Janet L. Lindenberg

                                Notary public

                                Commission Expires: 7-10-2001
                                                    ---------



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