LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT E
485BPOS, 1996-05-02
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<PAGE>   1
     As filed with the Securities and Exchange Commission on May 1, 1996
                                                 Registration No. 33-26032

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM N-4

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933  /   /

                          Post-Effective Amendment No. 9   / X /

                                      AND

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940  /   /

                             AMENDMENT NO. 13              / X /

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

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

                           1300 South Clinton Street
                           Fort Wayne, Indiana  46802

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

              (Address of Depositor's Principal Executive Offices)

       Depositor's Telephone Number, including Area Code:  (219)455-2000

                              JACK D. HUNTER, ESQ.
                             200 East Berry Street
                           Fort Wayne, Indiana 46802

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

                    (Name and Address of Agent for Service)

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

The Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Rule 24f-2 of the Investment Company Act  of
1940.  Pursuant to Rule 24f-2(b)(2), the Registrant filed a Rule 24f-2   Notice
for the last fiscal year (1995) on February 27, 1996.

It is proposed that this filing will become effective

           immediately upon filing pursuant to paragraph (b) of Rule 485
      ---
       X   On April 30, 1996, pursuant to paragraph (b) of Rule 485
      ---
           60 days after filing pursuant to paragraph (a)(1) of Rule 485
      ---

           On                Pursuant to paragraph (a)(1) of Rule 485
      ---    ----------------

<PAGE>   2


                  LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT E

                             CROSS REFERENCE SHEET
                     (PURSUANT TO RULE 495 OF REGULATION C
                       UNDER THE SECURITIES ACT OF 1933)
                     RELATING TO ITEMS REQUIRED BY FORM N-4



<TABLE>
<CAPTION>
N-4 ITEM                           CAPTION IN PROSPECTUS (PART A)
- --------                           ------------------------------
<S>                                <C>
                                    
1.                                  Cover Page

2.                                  Special terms

3. (a)                              Expense Table
   (b)                              Not Applicable
   (c)                              Not Applicable
   (d)                              For Your Information (top of page 2)

4. (a)                              Condensed Financial Information
   (b)                              Not Applicable
   (c)                              Financial Statements

5. (a)                              Cover Page; The Lincoln National Life Insurance  Company;
   (b)                              Variable Account; Investments of the Variable  Account; Cover Page
   (c)                              Investments of the Variable Account
   (d)                              Cover Page
   (e)                              Voting Rights
   (f)                              Not Applicable

6. (a)                              For Your Information; Charges and Other Deductions
   (b)                              Charges and Other Deductions
   (c)                              Charges and Other Deductions
   (d)                              Charges and Other Deductions
   (e)                              Charges and Other Deductions
   (f)                              Charges and Other Deductions
   (g)                              Not Applicable

7. (a)                              The Contracts; Investments of the Variable  Account; Annuity Payments;
                                    Voting Rights; Return Privilege 
   (b)                              Investments of the Variable Account; The  Contracts; Cover Page
   (c)                              The Contracts
   (d)                              The Contracts


</TABLE>

<PAGE>   3





              CROSS REFERENCE SHEET TO ITEMS REQUIRED BY FORM N-4

<TABLE>
<CAPTION>
N-4 ITEM                            CAPTION IN PROSPECTUS (PART A)
- ----------                          ------------------------------
<S>                                 <C>
8.  (a)                             Annuity Payments
    (b)                             Annuity Payments
    (c)                             Annuity Payments
    (d)                             Annuity Payments
    (e)                             Cover Page; Annuity Payments
    (f)                             The Contracts; Annuity Payments

9.  (a)                             The Contracts; Annuity Payments
    (b)                             The Contracts; Annuity Payments

10. (a)                             The Contracts; Cover Page; Charges and Other  Deductions
    (b)                             The Contracts; Investments of the Variable Account
    (c)                             The Contracts
    (d)                             Distribution of the Contracts

11. (a)                             The Contracts
    (b)                             Restrictions Under the Texas Optional Retirement  Program
    (c)                             The Contracts
    (d)                             The Contracts
    (e)                             Return Privilege

12. (a)                             Federal Tax Status
    (b)                             Cover Page; Federal Tax Status
    (c)                             Federal Tax Status

13.                                 Legal Proceedings

14.                                 Table of Contents to the Statement of Additional  Information (SAI) for
                                    Lincoln National Variable Annuity Account E


N-4 ITEM                            CAPTION IN STATEMENT OF ADDITIONAL
- --------                            INFORMATION (PART B)
                                    ----------------------------------
15.                                 Cover Page for Part B

16.                                 Cover Page for Part B

17.  (a)                            Not Applicable
     (b)                            Not Applicable
     (c)                            General Information and History of The
                                    Lincoln  National Life Insurance
                                    Company Lincoln Life (Lincoln Life)

</TABLE>

<PAGE>   4

              CROSS REFERENCE SHEET TO ITEMS REQUIRED BY FORM N-4


<TABLE>
N-4 ITEM                            CAPTION IN STATEMENT OF ADDITIONAL
- ----------                          INFORMATION  (PART B)
                                    ----------------------------------
<S>                                 <C>
18. (a)                             Not Applicable
    (b)                             Not Applicable
    (c)                             Services
    (d)                             Not Applicable
    (e)                             Not Applicable
    (f)                             Not Applicable

19. (a)                             Purchase of Securities Being Offered
    (b)                             Purchase of Securities Being Offered

20. (a)                             Not Applicable
    (b)                             Underwriters
    (c)                             Not Applicable
    (d)                             Not Applicable

21.                                 Not Applicable

22.                                 Annuity Payments [Also see that heading  in the Prospectus]

23. (a)                             Financial Statements -- Lincoln National Variable Annuity Account E
    (b)                             Consolidated Financial Statements -- The Lincoln  National Life
                                    Insurance Company

</TABLE>

<PAGE>   5
AMERICAN LEGACY
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT E 
INDIVIDUAL VARIABLE ANNUITY CONTRACTS

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

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

1. Public school systems and certain tax-exempt organizations 403(b);

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

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

4. Individual retirement annuities (IRA);

5. Government deferred compensation plans (457); and

6. Simplified employee pension plans (SEP).

Section 403(b) business under number (1.) will normally be accepted only for
purchase payments qualifying as 403(b) lump sum transfers or rollovers.

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

The contract offers you the accumulation of contract value and payment of
periodic annuity benefits. These benefits may be paid on a variable or fixed
basis or a combination of both. Benefits start at an annuity commencement date
which you select and which must be on or before the annuitant's 85th birthday.
If the annuitant dies before the annuity commencement date, the greater of the
contract value or the guaranteed minimum death benefit (GMDB) will be paid to
the beneficiary. (See Death benefit before the annuity commencement date)

The minimum initial purchase payment for the contract is:

1. $1,500 for a nonqualified plan and a 403(b) transfer/rollover or

2. $300 for a qualified plan.

The minimum subsequent purchase payment for the contract is $25 per payment,
subject to a $300 annual minimum.

All investments (purchase payments) for benefits on a variable basis will be
placed in Lincoln National Variable Annuity Account E (Variable annuity account
[VAA]). The VAA is a segregated investment account of Lincoln Life, which is
the depositor. Based upon your instructions, the VAA invests purchase payments
(at net asset value) in shares of one or more specified funds of the American
Variable Insurance Series (series): Growth Fund, International Fund,
Growth-Income Fund, Asset Allocation Fund, High-Yield Bond Fund, Bond Fund,
U.S. Government/AAA-Rated Securities Fund and Cash Management Fund. (See
Description of the series). Both the value of a contract before the annuity
commencement date and the amount of payouts afterward will depend upon the
investment performance of the fund(s) selected. Investments in these funds are
neither insured or guaranteed by the U.S. Government nor by any other person or
entity.

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

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

This Prospectus details the information regarding the VAA that you should know
before investing. This booklet also includes a current Prospectus of the
series. Both should be read carefully before investing and kept for future
reference.

A statement of additional information (SAI), dated April 30, 1996, concerning
the VAA has been filed with the SEC and is incorporated by this reference into
this Prospectus. If you would like a free copy, complete and mail the enclosed
card, or call 1-800-942-5500, Ext. 4912. A table of contents for the SAI
appears on the last page of this Prospectus.

This Prospectus is dated April 30, 1996

                                      1
<PAGE>   6
Table of contents

<TABLE>
<CAPTION>
                                            Page
- ------------------------------------------------
<S>                                          <C>
Special terms                                 3
Expense tables                                4
Synopsis                                      6
Condensed financial information for 
the variable annuity account                  8
Financial statements                          9
Lincoln National Life Insurance Co.           9
Variable annuity account (VAA)                9
Investments of the variable annuity account   9
Charges and other deductions                 10
The contracts                                12
Annuity payouts                              15

<CAPTION>
                                            Page
- ------------------------------------------------
<S>                                         <C>
Federal tax status                           16
Voting rights                                18
Distribution of the contracts                18
Return privilege                             18
State regulation                             18
Restrictions under the Texas Optional
Retirement Program                           18
Records and reports                          18
Other information                            19
Statement of Additional Information table 
of contents for Separate Account E           19
</TABLE>


                                      2
<PAGE>   7
SPECIAL TERMS

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

Account or variable annuity account (VAA) -- The segregated investment account,
Account E, into which Lincoln Life sets aside and invests the assets for the
variable annuity 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. See The
contracts.

Advisor or investment advisor -- Capital Research and Management Co. (CRMC),
which provides investment management services to the series. See Investment
advisor.

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

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

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

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

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

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

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

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

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

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

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

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

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

Depositor  -- Lincoln National Life Insurance Co.

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

Fund -- Any of the underlying investment options available in the series in
which your purchase payments are invested.

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

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

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

Series -- American Variable Insurance Series (series), the funds in which
purchase payments are invested.

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

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

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

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

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

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


                                      3
<PAGE>   8
EXPENSE TABLES

CONTRACTOWNER TRANSACTION EXPENSES:

     The maximum contingent deferred sales charge 
     (as a percentage of purchase payments surrendered/withdrawn):    6%

The contingent deferred sales charge percentage is reduced over time. The later
a redemption occurs, the lower the contingent  deferred sales charge with
respect to those withdrawals. See Contingent deferred sales charges.

(Note: This charge may be waived in certain cases. See Contingent deferred
sales charges.)

- ------------------------------------------------------------------------------
ANNUAL CONTRACT FEE:    $35

This is a single charge assessed against the contract value on the last
valuation date of each contract year and upon full surrender; it is not a
separate charge for each subaccount.
- ------------------------------------------------------------------------------

VARIABLE ANNUITY ACCOUNT E ANNUAL EXPENSES 
(as a percentage of average account value for each subaccount):
                                       For each subaccount*
Mortality and expense risk fees                1.25%
                                              -------
  Total Account E annual expenses              1.25%


ANNUAL EXPENSES OF THE FUNDS
(as a percentage of each fund's average net assets):

<TABLE>
<CAPTION>
                                         Management       Other             Total
                                         fees         +   expenses    =     expenses
- ------------------------------------------------------------------------------------
<S>                                        <C>             <C>              <C>
1. Growth                                  .44%            .03%             .47%
2. International                           .65             .10              .75
3. Growth-Income                           .41             .03              .44
4. Asset Allocation                        .49             .03              .52
5. High-Yield Bond                         .51             .03              .54
6. Bond                                    .60             .05              .65
7. U.S. Govt./AAA-Rated Securities         .51             .03              .54
8. Cash Management                         .46             .03              .49
</TABLE>




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


                                      4
<PAGE>   9

EXAMPLES
(reflecting expenses both of the VAA and of the funds):

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

<TABLE>
<CAPTION>
                                     1 year  3 years  5 years  10 years
- -----------------------------------------------------------------------
<S>                                 <C>     <C>      <C>      <C>
 1. Growth                           $78     $105     $125     $204
 2. International                     81      114      140      237
 3. Growth-Income                     77      104      123      202
 4. Asset Allocation                  78      106      126      209
 5. High-Yeld Bond                    78      106      127      210
 6. Bond**                            79      110       -        -
 7. U.S. Govt./AAA-Rated Securities   78      109      127      210
 8. Cash Management                   78      105      124      204
</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
- ------------------------------------------------------------------------
<S>                                  <C>     <C>       <C>      <C>
1. Growth                             $18     $55       $94      $204
2. International                       21      64       110       237
3. Growth-Income                       17      54        93       202
4. Asset Allocation                    18      56        96       209
5. High-Yeld Bond                      18      56        97       210
6. Bond**                              19      60         -         -
6. U.S. Govt./AAA-Rated Securities     18      56        97       210
7. Cash Management                     18      55        94       204
</TABLE>

All of the figures provided under the subheading annual expenses of the funds
and part of the data used to produce the figures in the examples were supplied
by the underlying portfolio company (series) through the VAA's principal
underwriter, American Funds Distributors, Inc. We have not independently
verified this information.

This table is provided to assist you in understanding the various costs and
expenses that you will bear directly or indirectly. The table reflects expenses
both of the VAA and of the eight funds. For more complete descriptions of the
various costs and expenses involved, see Charges and other deductions in this
Prospectus, and Fund organization and management in the Prospectus for the
series. Premium taxes may also be applicable, although they do not appear in
the table. THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. Actual expenses may be more or less than those shown. This
table is unaudited.


*These expenses, calculated as mandated by the SEC, reflect the annual contract
fee as the ratio of the total contract fees collected in the most recent fiscal
year tothe total average net assets of the account.

**These expenses are estimated for the fiscal year ended November 30, 1995.



                                      5
<PAGE>   10
SYNOPSIS

WHAT TYPE OF CONTRACT AM I BUYING? It is an individual annuity contract issued
by Lincoln Life. It may provide for a fixed annuity and/or a variable annuity.
This Prospectus is intended to provide disclosure only about the variable
portion of the contract. See The contracts.

WHAT IS THE VARIABLE ANNUITY ACCOUNT (VAA)? It is a segregated asset account
established under Indiana insurance law, and registered with the SEC as a unit
investment trust. The assets of the VAA are allocated to one or more
subaccounts, according to your investment choice. Those assets are not
chargeable with liabilities arising out of any other business which Lincoln
Life may conduct. See Variable annuity account.

WHAT ARE MY INVESTMENT CHOICES? Through its various subaccounts, the VAA uses
your purchase payments to purchase series shares, at your direction, in one or
more of the following investment funds of the series: Growth, International,
Growth-Income, Asset Allocation, High-Yield Bond, Bond, U.S.
Government/AAA-Rated Securities and Cash Management. In turn, each fund holds a
portfolio of securities consistent with its own particular investment policy.
See Investments of the variable annuity account and Description of the series.

WHO INVESTS MY MONEY? The investment advisor for the series is CRMC, Los
Angeles, California. CRMC is a long-established investment management
organization, and is registered as an investment advisor with the SEC. See
Investments of the variable annuity account and Investment advisor.

HOW DOES THE CONTRACT WORK? Once we approve your application, you will be
issued your individual annuity contract. During the accumulation period, while
you are paying in, purchase payments will buy accumulation units under the
contract. Should you decide to annuitize (that is, change your contract to a
payout mode rather than an accumulation mode), your accumulation units will be
converted to annuity units. Your periodic annuity payout will be based upon the
number of annuity units to which you became entitled at the time you decided to
annuitize, and the value of each unit on the valuation date. See The contracts.

WHAT CHARGES ARE ASSOCIATED WITH THIS CONTRACT? At the end of each contract
year and at the time of surrender, we will deduct $35 from your contract value
as a maintenance charge.

Should you decide to withdraw contract value before your purchase payments have
been in your contract for a certain minimum period, you will incur a contingent
deferred sales charge of anywhere from 1% to 6%, depending upon how many full
contract years those payments have been in the contract. (Note: This sales
charge is not assessed upon annuitization, upon the death of the annuitant or
where total and permanent disability occurs after the contract effective date
and before the annuitant's 65th birthday.)

If your state assesses a premium tax with respect to your contract, then at the
time the tax is incurred (or at such other time as we may choose), we will
deduct those amounts from purchase payments or contract value, as applicable.
See Charges and other deductions and Deductions for premium taxes.

We assess a charge of 0.80% of net asset value for the mortality risk
guarantees given in the contract, and 0.45% for administrative expense risks
assumed by us. (For a complete discussion of the charges associated with the
contract, see Charges and other deductions.)

The series pays a fee to its investment advisor, CRMC, based upon the average
daily net asset value of each fund in the series. (See Investments of the
variable annuity account-Investment advisor.) In addition, there are other
expenses associated with the daily operations of the series. These are more
fully described in the Prospectus for the series.

HOW MUCH MUST I PAY, AND HOW OFTEN? Subject to the minimum and maximum payments
stated on the first page of the Prospectus, the amount and frequency or your
payments are completely flexible. See The contracts- Purchase payments.

HOW WILL MY ANNUITY PAYOUTS BE CALCULATED? If you decide to annuitize, you
elect an annuity payout option. Once you have done so, your periodic payout
will be based upon a number of factors. If you participate in the VAA, the
changing values of the funds in which you have invested will be one factor. See
Annuity payouts. REMEMBER THAT PARTICIPANTS IN THE VAA BENEFIT FROM ANY GAIN,
AND TAKE A RISK OF ANY DROP, IN THE VALUE OF THE SECURITIES IN THE FUNDS'
PORTFOLIOS.

WHAT HAPPENS IF I DIE BEFORE I ANNUITIZE? If you are the annuitant and also the
contractowner, then the beneficiary whom you designate will receive either the
GMDB, or the then current value of the contract, whichever is greater. Your
beneficiary will have certain options for how the money is to be paid out. A
contractowner who is not also the annuitant is subject to certain special
rules. See The contracts-Death benefit before the annuity commencement date and
Death of contractowner.


                                      6
<PAGE>   11
MAY I TRANSFER CONTRACT VALUE BETWEEN FUNDS IN THE SERIES? Yes; however, there
are limits on how often you may do so. See The contracts-Transfers of
accumulation units between subaccounts and Transfers on or following the
annuity commencement date.

MAY I TRANSFER CONTRACT VALUE FROM THE FIXED TO THE VARIABLE SIDE OF THE
CONTRACT, AND VICE-VERSA? Yes, subject once again to specific restrictions in
the contract. See The contracts-Transfers of accumulation units to and from the
General Account.

MAY I SURRENDER THE CONTRACT OR MAKE A WITHDRAWAL? Yes, subject to contract
requirements and to restrictions imposed under certain retirement plans.
Contractowners under a public school system or tax-exempt institution
qualifying under Section 403(b) of the code are subject to special restrictions
upon surrender and withdrawal.

If you surrender the contract or make a withdrawal, certain charges may be
assessed, as discussed above and under Charges and other deductions. In
addition, the Internal Revenue Service (IRS) may assess a 10% premature
withdrawal penalty tax. A surrender may be subject to 20% withholding. See
Federal tax status and withholding.

DO I GET A FREE LOOK AT THIS CONTRACT? Yes. If within 20 days (or a longer
period if required by law) of the date you first receive the contract you
return it, postage pre-paid to the home office of Lincoln Life, it will be
canceled. However, except in some states, during this period, you assume the
risk of a market drop with respect to purchase payments which you allocate to
the variable side of the contract. See Return privilege.



                                      7
<PAGE>   12
CONDENSED FINANCIAL INFORMATION FOR THE VARIABLE ANNUITY ACCOUNT ACCUMULATION
UNIT VALUES

(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD) The following
information relating to accumulation unit values and number of accumulation
units for each of the nine years in the period ended December 31, 1995  comes
from the VAA's financial statements. It should be read in conjunction with the
VAA's financial statements and notes which are all included in the SAI.


<TABLE>
<CAPTION>
                                   1987*     1988     1989    1990     1991     1992     1993     1994     1995
- ---------------------------------------------------------------------------------------------------------------
<S>                              <C>      <C>     <C>     <C>     <C>      <C>      <C>      <C>      <C>
Growth subaccount
Accumulation unit value                          
- -Beginning of period             $1.000     .818     .925   1.200    1.133    1.492    1.632    1.875    1.861
- -End of period                    $.818     .925    1.200   1.133    1.492    1.632    1.875    1.861    2.450
Number of accumulation units
- -End of period (000's omitted)   28,656   54,124   93,979  99,094  106,335  110,169  111,230  105,312  101,710
- ---------------------------------------------------------------------------------------------------------------
Growth-Income subaccount
Accumulation unit value
- -Beginning of period             $1.000      .842     .952   1.180    1.136    1.392    1.484    1.646    1.659
- -End of period                   $ .842      .952    1.180   1.136    1.392    1.484    1.646    1.659    2.180
Number of accumulation units
- -End of period (000's omitted)   58,406   111,918  195,478 199,880  203,868  201,913  199,178  183,608  172,288
- ---------------------------------------------------------------------------------------------------------------
International subaccount**
Accumulation unit value
- -Beginning of period                                                                            $1.000    1.001
- -End of period                                                                                  $1.001    1.114
Number of accumulation units
- -End of period (000's omitted)                                                                  27,787   31,592
- ---------------------------------------------------------------------------------------------------------------
Asset Allocation subaccount**
Accumulation unit value
- -Beginning of period                                                                            $1.000     .986
- -End of period                                                                                  $ .986    1.262
Number of accumulation units
- -End of period (000's omitted)                                                                   3,807    5,168
- ---------------------------------------------------------------------------------------------------------------
High-Yield Bond subaccount
Accumulation unit value
- -Beginning of period             $1.000      .974    1.103   1.204    1.234    1.543    1.714    1.971    1.819
- -End of period                   $ .974     1.103    1.204   1.234    1.543    1.714    1.971    1.819    2.188
Number of accumulation units
- -End of period (000's omitted)    9,304    23,858   34,050  29,430   28,254   27,823   29,951   25,988   23,867
- ---------------------------------------------------------------------------------------------------------------
U.S. Government/AAA-Rated subaccount
Accumulation unit value                                     
- -Beginning of period             $1.000      .948    1.012   1.108    1.187    1.359    1.444    1.586    1.498
- -End of period                   $ .948     1.012    1.108   1.187    1.359    1.444    1.586    1.498    1.707
Number of accumulation units
- -End of period (000's omitted)   11,177    26,477   42,915  43,779   44,335   42,291   39,387   31,118   29,062
- ---------------------------------------------------------------------------------------------------------------
Cash Management subaccount
Accumulation unit value
- -Beginning of period             $1.000     1.037    1.097   1.179    1.256    1.309    1.335    1.353    1.388
- -End of period                   $1.037     1.097    1.179   1.256    1.309    1.335    1.353    1.388    1.447
Number of accumulation units
- -End of period (000's omitted)    8,749    26,381   31,446  29,312   19,913   21,963   13,982   14,312   10,001
- ---------------------------------------------------------------------------------------------------------------

</TABLE>

*The VAA began operations on March 9, 1987. Therefore, the figures for 1987
represent experience of less than one year.

**The International subaccount and Asset Allocation subaccount began    
operation on January 3, 1994.

There is a Bond Fund but it is not in the chart because it did not begin
activity until 1996.

                                      8
<PAGE>   13
FINANCIAL STATEMENTS

The financial statements for the VAA and Lincoln Life are located in the SAI.
If you would like a free copy, complete and mail the enclosed card, or call
1-800-942-5500, Ext. 4912.

LINCOLN NATIONAL LIFE INSURANCE CO.

Lincoln Life was founded in 1905 and is organized under Indiana law. We are one
of the largest stock life insurance companies in the United States. We 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 September 26, 1986, 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. YOU ASSUME THE FULL INVESTMENT RISK FOR
ALL AMOUNTS PLACED IN THE VAA.

INVESTMENTS OF THE VARIABLE ANNUITY ACCOUNT

You decide the subaccount(s) to which you allocate purchase payments. There is
a separate subaccount which corresponds to each fund in the series. You may
change your allocation without penalty or charges. Shares of the funds will be
sold at net asset value with no initial sales charge to the VAA in order to
fund the contracts. The series is required to redeem fund shares at net asset
value upon our request. We reserve the right to add, delete or substitute
funds.

INVESTMENT ADVISOR
The investment advisor for the series is CRMC, 333 South Hope Street, Los
Angeles, California 90071. CRMC is one of the nation's largest and oldest
investment management organizations. As compensation for its services to the
series, the investment advisor receives a fee from the series which is accrued
daily and paid monthly. This fee is based on the net assets of each fund, as
defined under Purchases and Redemptions of Shares, in the Prospectus for the
series.

DESCRIPTION OF THE SERIES
The series was organized as a Massachusetts business trust in 1983 and is
registered as a diversified, open-end management investment company under the
1940 Act. 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 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. These definitions are
very general. The precise legal definitions for these terms are contained in
the 1940 Act.

The series has eight separate portfolios of funds. The series' Board of
Trustees may at any time establish additional funds, which may or may not be
available to the VAA. The series offers shares to insurance company separate
accounts only. Lincoln Life, for the VAA, is a shareholder of the series. 
Fund assets are segregated and a shareholder's interest is limited to those 
funds in which the shareholder owns shares.

Following are brief summaries of the investment objectives and policies of the
funds. Each fund is subject to certain investment policies and restrictions
which may not be changed without a majority vote of shareholders of that fund.
More detailed information may be obtained from the current Prospectus for the
series, which is included in this booklet. PLEASE BE ADVISED THAT THERE IS NO
ASSURANCE THAT ANY OF THE FUNDS WILL ACHIEVE THEIR STATED OBJECTIVES.

1. Growth Fund--This fund seeks to provide growth of capital. Whatever current
   income is generated by the fund is likely to be incidental to the
   objective of capital growth. Ordinarily, accomplishment of the fund's
   objective of capital growth will be sought by investing primarily in common
   stocks or securities with common stock characteristics.

2. International Fund--The investment objective is long-term growth of capital
   by investing primarily in securities of issuers domiciled outside the
   United states.

3. Growth-Income Fund--The investment objective is growth of capital and
   income. In the selection of securities for investment, the
   possibilities of appreciation and potential dividends are given more weight
   than current yield. Ordinarily, the assets of the Growth-Income Fund consist
   principally of a diversified group


                                      9
<PAGE>   14
   of common stocks, but other types of securities may be held when deemed
   advisable including preferred stocks and corporate bonds, including          
   convertible bonds.

4. Asset Allocation Fund--This fund seeks total return (including income and
   capital gains) and preservation of capital over the long-term by
   investing in a diversified portfolio of securities. These securities can
   include common stocks and other equity-type securities (such as convertible
   bonds and preferred stocks), bonds and other intermediate and long-term
   fixed-income securities and money market instruments.

5. High-Yield Bond Fund--The investment objective is a fully managed,
   diversified bond portfolio. It seeks high current income and
   secondarily seeks capital appreciation. This fund will generally be invested
   substantially in intermediate-and long-term corporate obligations, with
   emphasis on higher yielding, higher risk, lower rated or unrated securities.

6. Bond Fund -- The fund seeks a high level of current income as is consistent
   with the preservation of capital by investing in a broad variety of
   fixed income securities including: marketable corporate debt securities,
   loan participations, U.S. Government Securities, mortgage-related
   securities, other asset-backed securities and cash or money market
   instruments. PLEASE NOTE: AS OF THE DATE OF THIS PROSPECTUS, THE BOND FUND
   IS NOT YET AVAILABLE IN ALL STATES. PLEASE CONSULT YOUR INVESTMENT DEALER
   FOR CURRENT INFORMATION ABOUT THE BOND FUND'S AVAILABILITY.

7. U.S. Government/AAA-Rated Securities Fund--This fund seeks a high level of
   current income consistent with prudent investment risk and preservation
   of capital by investing primarily in a combination of securities guaranteed
   by the U.S. Government and other debt securities rated AAA or Aaa.

8. Cash Management Fund--The investment objective is high yield while
   preserving capital by investing in a diversified selection of money
   market instruments.

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

Shares of the funds are not sold directly to the general public. They are sold
to Lincoln Life, and may be sold to other insurance companies, for investment
of the assets of the subaccounts established by those insurance companies to
fund variable annuity and variable life insurance contracts.

When the series sells shares in any of its funds both to variable annuity and
to variable life insurance separate accounts, it is said to engage in mixed
funding. When the series sells shares in any of its funds to separate accounts
of unaffiliated life insurance companies, it is said to engage in shared
funding.

The series currently engages in mixed and shared funding. Therefore, due to
differences in redemption rates or tax treatment, or other considerations, the
interests of various contractowners participating in a fund could conflict. The
series' Board of Trustees will monitor for the existence of any material
conflicts, and determine what action, if any, should be taken. See the
Prospectus for the series.

REINVESTMENT
All dividend and capital gain distributions of the funds are automatically
reinvested in shares of the distributing funds 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 series and/or any funds within the series in which the
VAA participates. (We may substitute shares 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 should no longer be available, or
if investment in any fund's shares should become inappropriate, in the judgment
of our management, for the purposes of the contract.) No substitution of the
shares attributable to your account may take place without notice to you and
before approval of the SEC, in accordance with the 1940 Act.

CHARGES AND OTHER DEDUCTIONS

MAINTENANCE AND ADMINISTRATIVE CHARGE
We will deduct a contract maintenance charge of $35 per contract year. This
charge will be deducted from the contract value on the last valuation date of
each contract year to compensate us for administrative services provided to
you. This charge will also be deducted from the contract value upon surrender.

Among the administrative services which we provide to you are processing
applications for and issuing the contracts, processing purchases and
redemptions of fund shares as required (including automatic withdrawal
services), maintaining records, administering annuity payouts, furnishing
accounting and valuation services (including the calculation and monitoring of
daily subaccount values), reconciling and depositing cash receipts, providing
contract confirmations, providing toll-free inquiry services and furnishing
telephone fund transfer services.

                                      10
<PAGE>   15
CONTINGENT DEFERRED SALES CHARGE
A contingent deferred sales charge applies (except as described below) to
surrenders and withdrawals of purchase payments that have been invested for the
periods indicated as follows:

<TABLE>
<CAPTION>
                                         Number of complete contract years that 
                                           a purchase payment has been invested
- --------------------------------------------------------------------------------------
<S>                                      <C>         <C>    <C>   <C>   <C>  <C>  <C>
                                         Less        At    
                                         than        least
                                         2           2       3     4    5    6    7+
Contingent deferred sales
charge as a percentage of
the surrendered or with-
drawn purchase payments                  6%          5       4     3    2    1    0
</TABLE>

A contingent deferred sales charge does not apply to:
1. A surrender or withdrawal of purchase payments that have been invested at
   least seven full contract years.

2. The first withdrawal of contract value during a contract year to the extent
   the withdrawal does not exceed 10% of the purchase payments (this 10%
   withdrawal exception does not apply to a surrender of a contract);

3. Automatic withdrawals, not in excess of 10% of the purchase payments during
   a contract year, made by non-trustee contractowners who are at least 59 1/2;

4. A surrender of a contract or withdrawal of contract value as a result of the
   annuitant's permanent and total disability [as defined in Section
   22(e)(3) of the code], after the effective date of the contract and before
   the annuitant's 65th birthday.

5. A surrender of a contract or withdrawal of contract value of a contract
   issued to employees and registered representatives of any member of the
   selling group and their spouses and minor children, or to officers,
   directors, trustees or bona-fide full-time employees of Lincoln National
   Corp. or The Capital Group, Inc. or their affiliated or managed companies
   (based upon the contractowner's status at the time the contract was
   purchased); and

6. A surrender of the contract as a result of the death of the annuitant.
   However, these charges are not waived for withdrawals except as provided
   in Number 2. Nor are they waived as a result of the death of a contractowner
   who is not the annuitant.

The contingent deferred sales 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 contingent deferred sales 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.

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 1.25% 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 (0.80%) and (2) Our assumption of expense risks
(0.45%). The level of this charge is guaranteed and will not change.

Our assumption of mortality risks guarantees that the annuity payouts made to
our contractowners will not be affected by the mortality experience (life span)
either of persons receiving those payouts or of the general population. We
assume this mortality risk through guaranteed annuity rates incorporated into
the contract which cannot be changed. We also assume the mortality risk
inherent in the death benefit before the annuity commencement date.

We anticipate that the charges for administrative expenses, which cannot be
increased by us, will cover administrative costs; however, we assume the
expense risk that those charges will be insufficient to cover those costs. See
Maintenance and administrative charge for a partial list of the administrative
services provided. As indicated, we do not intend to profit from the stated
administrative charges. If the charges prove to be insufficient, the excess
costs will be absorbed by us.

We expect to profit from the daily deduction for mortality and expense risks.
This profit, as well as any other profit realized by us and held in the General
Account (which supports insurance and annuity obligations), would be available
for any proper corporate purpose, including, but not limited to, payment of
sales and distribution expenses. (Based on our actuarial determination, we do
not anticipate that the contingent deferred sales charge will cover all sales
expenses which we will incur in connection with the contract.)

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
generally depend upon the law of your state of residence. The tax ranges from
0.5% to 4.0%.

OTHER CHARGES AND DEDUCTIONS
There are deductions from and expenses paid out of the assets of the underlying
series that are described in the Prospectus for the series.

                                      11
<PAGE>   16
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 administrative and contingent deferred sales charges described previously
may be reduced or eliminated for any particular contract. However, these
charges will be reduced only to the extent that we anticipate lower
distribution and/or administrative expenses, or that we perform fewer sales or
administrative services than those originally contemplated in establishing the
level of those charges. Lower distribution and administrative expenses may be
the result of economies associated with (1) the use of mass enrollment
procedures, (2) the performance of administrative or sales functions by the
employer, (3) the use by an employer of automated techniques in submitting
deposits or information related to deposits on behalf of its employees or (4)
any other circumstances which reduce distribution or administrative expenses.
The exact amount of administrative and contingent deferred sales charges
applicable to a particular contract will be stated in that contract.

THE CONTRACTS

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

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

To apply for a 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 85.

PURCHASE PAYMENTS
Purchase payments are payable to us at a frequency and in an amount selected by
you in the application. The minimum initial purchase payment is $1,500 for
nonqualified contracts and Section 403(b) transfers/rollovers; and $300 for
qualified contracts. The minimum annual amount for subsequent purchase payments
is $300 for nonqualified and qualified contracts, with a minimum of $25 per
payment. 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
$300. Payments may be resumed at any time until the annuity commencement date,
the surrender of the contract or the death of the annuitant, whichever comes
first.

VALUATION DATE
Accumulation and annuity units will be valued once daily at the close of
trading (currently 4:00 p.m., New York time) on each day the New York Stock
Exchange is open (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 of the series, according to your
instructions.

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

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

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


                                      12
<PAGE>   17
fund at the beginning of the valuation period. This gross investment rate may 
be positive or negative.

Once the gross investment rate is determined, we then derive the net investment
rate for each subaccount. That rate is equal to the gross investment rate for
the fund minus a daily charge at an annual rate of 1.25% for each day of the
valuation period.

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

TRANSFERS BETWEEN SUBACCOUNTS 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. There is
no charge to you for a transfer. However, we reserve the right to impose a
charge in the future for transfers between subaccounts, subject to approval of
the SEC.

Transfers between subaccounts are restricted to six times every contract year.
We reserve the right to waive this six-time limit. The minimum amount which may
be transferred between subaccounts is $300 (or the entire amount in the
subaccount, if less than $300). If the transfer from a subaccount would leave
you with less than $300 in the subaccount, we may transfer the total balance of
the subaccount. 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.

TRANSFERS TO AND FROM THE GENERAL 
ACCOUNT BEFORE THE ANNUITY 
COMMENCEMENT DATE

You may transfer all or any part of the contract value from the subaccount(s)
to the fixed side of the contract. These transfers cannot be elected more than
six times every contract year. We reserve the right to waive this six-time
limit. The minimum amount which can be transferred to the fixed side is $300 or
the total amount in the subaccount, if less than $300. However, if a transfer
from a subaccount would leave you with less than $300 in the subaccount, we may
transfer the total amount to the fixed side. There is no charge to you for a
transfer. However, we reserve the right to impose a charge in the future for
any transfers to and from the General Account subject to approval of the SEC.

You may also transfer all or any part of the contract value from the fixed side
of your contract to the various subaccount(s) subject to the following
restrictions: (1) no more than 25% of the value of the fixed side may be
transferred to the subaccount(s) in any 12 month period; (2) the minimum amount
which can be transferred is $300 or the amount in the fixed account; and (3)
this transfer cannot be made during the first 30 days after the issue date of
the contract and cannot be elected more than six times every contract year. 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.

TRANSFERS ON OR FOLLOWING THE ANNUITY 
COMMENCEMENT DATE

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

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, a death benefit
equal to the greater of: (1) The GMDB; or (2) The current value of the
contract, will be paid to your designated beneficiary.

The value of the death benefit will be determined as of the date on which the
death claim is approved for payment. This payment will occur upon receipt of:
(1) Proof, satisfactory to us, of the death of the annuitant; (2) Written
authorization for payment; and (3) Our receipt of all required claim forms,
fully completed.

The GMDB is equal to the sum of all purchase payments plus any attributable
gain, minus any withdrawals, partial annuitizations and premium taxes incurred.
We determine the attributable gain separately for each contract year on its
seventh anniversary (once its surrender charge period has expired). The
attributable gain consists of the earnings on a contract year's net purchase
payment(s) [purchase payment(s) minus any withdrawals and partial
annuitizations, applied on a first-in-first-out basis] as of the valuation date
just before its seventh anniversary. This amount will then be included in the
GMDB calculation.

If contract conditions are met, the GMDB will be increased automatically by us
according to the prescribed formula based upon the contract's internal rate of
return. For this to occur, the annuitant, as of the seventh anniversary of each
eligible contract year, must still be living and must be less than 81 years of
age. For more information about GMDB calculations, please refer to the SAI.


                                      13
<PAGE>   18
At any time during a 60-day period beginning with the death of the annuitant,
the beneficiary may elect to receive payment either in the form of a lump-sum
settlement or an annuity payout.

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

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

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

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

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

JOINT/CONTINGENT OWNERSHIP

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

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

DEATH OF CONTRACTOWNER

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

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

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

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

SURRENDERS AND WITHDRAWALS

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

Special restrictions on surrenders/withdrawals apply if your contract is
purchased as part of a retirement plan of a public school system or 501(c)(3)
organization under Section 403(b) of the code. Beginning January 1, 1989, in
order for a contract to retain its tax-qualified status, Section 403(b)
prohibits a withdrawal from a 403(b) contract of post-1988 contributions (and
earnings on those contributions) pursuant to a salary reduction agreement.
However, this restriction does not apply if the annuitant (a) attains age 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. Funds transferred to the contract from a
403(b)(7) custodial account will be subject to the restrictions.

The contract value available upon surrender/withdrawal is the value of the
contract at the end of the valuation period during which the written request
for surrender/withdrawal is received at the home office. Unless a request for
withdrawal specifies otherwise, withdrawals will be made from all subaccounts
within the VAA and from the General Account in the same proportion that the
amount of withdrawal bears to the total contract value. The minimum amount
which can be withdrawn is $300, 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.

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

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

If the total contract value is less than $300, and if no purchase payments have
been made for at least two years, we reserve the right to terminate the
contract.

REINVESTMENT PRIVILEGE

You may elect to make a reinvestment purchase with any part of the proceeds of
a surrender/withdrawal, and we will recredit the surrender/withdrawal charges
previ-


                                      14
<PAGE>   19
ously deducted. This election must be made within 30 days of the date of
the surrender/withdrawal, and the repurchase must be of a contract covered by
this Prospectus. A representation must be made that the proceeds being used to
make the purchase have retained their tax-favored status under an arrangement
for which the contracts offered by this Prospectus are designed. The number of
accumulation units which will be credited when the proceeds are reinvested will
be based on the value of the accumulation unit(s) on the next valuation date.
This computation will occur following receipt of the proceeds and request for
reinvestment at the home office. You may utilize the reinvestment privilege
only once. For tax reporting purposes, we will treat 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

The maximum commission which will be paid to dealers is equal to 4.0% of each
purchase payment; plus an annual continuing commission equal to 0.25% of the
value of contract purchase payments invested for at least one year; plus an
annual persistency bonus equal to 0.40% of each contract year's increased GMDB,
paid over a period of eight years. In addition, the equivalent of 4.0% of
contract value can be paid to dealers upon annuitization. These commissions are
not deducted from purchase payments or contract value; they are paid by us.

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. Qualified contracts may not be assigned or transferred except as
permitted by the Employee Retirement Income Security Act (ERISA) of 1974 and
upon written notification to us. We assume no responsibility for the validity
or effect of any assignment. Consult your tax advisor about the tax
consequences of an assignment.

CONTRACTOWNER QUESTIONS

The obligations to purchasers under the contracts are those of Lincoln Life.
Your questions and concerns should be directed to us at  1-800-942-5500.

ANNUITY PAYOUTS

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

The contract provides optional forms of payouts of annuities (annuity options),
each of which is payable on a variable basis, a fixed basis or a combination of
both. The contract provides that all or part of the contract value may be used
to purchase an annuity.

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 HE/SHE DIES BEFORE THE DATE SET FOR THE FIRST PAYOUT; ONLY ONE
PAYOUT IF DEATH OCCURS BEFORE THE SECOND SCHEDULED PAYOUT, AND SO ON.

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

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

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

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 annu-



                                      15
<PAGE>   20
ity payouts) equal to the excess, if any, of: (a) the total amount applied
under this option divided by the annuity unit value for the date payouts begin,
divided by (b) the annuity units represented by each payout to the annuitant
multiplied by the number of payouts paid before death. The value of the number
of annuity units is computed on the date the home office receives
written notice of the annuitant's death if received before 4:00 p.m. E.S.T.
Otherwise, the computation shall be made on the next valuation date.

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

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

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

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

VARIABLE ANNUITY PAYOUTS

Variable annuity payouts will be determined using:

1. The contract value before the annuity commencement date;

2. The annuity tables contained in the contract;

3. The annuity option selected; and

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

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

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

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

3. Calculate the value of the annuity units each month thereafter.

We assume an investment return of 4% 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) perform, relative to the 4% assumed rate. There
is a more complete explanation of this calculation in the SAI.

FEDERAL TAX STATUS

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

TAXATION OF NONQUALIFIED CONTRACTS

You are generally not taxed on increases in the value of your contract until a
distribution occurs. This distribution can be in the form of a lump sum payout
received by requesting all or part of the cash surrender value (i.e.
surrenders/withdrawals) or as annuity payouts. For this purpose, the assignment
or pledge of, or the agreement to assign or pledge, any portion of the value of
a contract will be treated as a distribution. A transfer of ownership of a
contract, or designation of an annuitant (or other beneficiary) who is not also
the contractowner, may also result in tax consequences. The taxable portion of
a distribution (in the form of a lump sum payout or an annuity) is taxed as
ordinary income. For purchase payments made after February 28, 1986, a
contractowner who is not a natural person (for example, a corporation) [subject
to limited exceptions] will be taxed on any increase in the contract's cash
value over the investment in the contract during the taxable year, even if no
distribution occurs. (See Section 72(u) of the code.) The next discussion
applies to contracts owned by natural persons.

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


                                      16
<PAGE>   21
exceeds the investment in the contract at that time. Any additional amount 
withdrawn is not taxable. The investment in the contract generally equals the 
portion, if any, of any premium paid by or on behalf of an individual under a 
contract which is not excluded from the individual's gross income.

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

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

1. Received on or after age 59 1/2;

2. Made as a result of death or disability;

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

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

5. Under an Immediate Annuity Contract as defined in the code;

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

QUALIFIED CONTRACTS

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

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

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

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

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

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

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

MULTIPLE CONTRACTS

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

INVESTOR CONTROL

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

WITHHOLDING

Generally, pension and annuity distributions are subject to withholding for the
recipient's Federal income tax liability at rates that vary according to the
type of distribution and the recipient's tax status. Recipients, however,
generally are provided the opportunity to elect not to have tax withheld from
distributions. Under the Unemployment Compensation Amendments of 1992 (UCA),
20% income tax withholding may apply to eligible rollover distributions. All
taxable distributions from qualified plans and Section 403(b) annuities are
eligible rollover distributions, except (1) annuities paid out over life or
life expectancy, (2) installments paid for a period spanning 10 years or more,
and (3) required minimum distributions. The UCA imposes a mandatory 20% income
tax withholding on any eligible rollover distribution that the contractowner
does not elect to have paid in a direct rollover to another qualified plan,
Section 403(b) annuity or individual retirement account. Distributions from
Section 457 plans are subject to the general wage withholding rules.







                                      17
<PAGE>   22
VOTING RIGHTS

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

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

Series 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 shareholder's meeting is called, each person having a voting
interest in a subaccount will receive proxy voting material, reports and other
materials relating to the series. Since the series engages in shared funding,
other persons or entities beside Lincoln Life may vote series shares. See Sale
of fund shares by the series.

DISTRIBUTION OF THE CONTRACTS

American Funds Distributors, Inc. (AFD), 333 South Hope Street, Los Angeles, Ca
90071, is the distributor and principal underwriter of the contracts. They will
be sold by properly licensed registered representatives of independent
broker-dealers which in turn have selling agreements with AFD and have been
licensed by state insurance departments to represent us. AFD is registered with
the SEC under the Securities Exchange Act of 1934 as a broker-dealer and is 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 receive the contract, you may cancel it
for any reason by delivering or mailing it postage pre-paid, to the home office
at P.O. Box 2348, 1300 South Clinton Street, Fort Wayne, Indiana, 46801. A
contract canceled under this provision will be void. With respect to the fixed
portion of a contract, we will return purchase payments. With respect to the
VAA, except as explained in the following paragraph, we will return the
contract value as of the date of receipt of the cancellation, plus any contract
maintenance and administrative fees and any premium taxes which had been
deducted. No contingent deferred sales charge will be made. A purchaser who
participates in the VAA is subject to the risk of a market loss during the
free-look period.

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

STATE REGULATION

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

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

RECORDS AND REPORTS

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





                                      18
<PAGE>   23
OTHER INFORMATION

A Registration Statement has been filed with the SEC, under the Securities Act
of 1933 as amended, for the contracts being offered here. This Prospectus does
not contain all the information in the Registration Statement, its amendments
and exhibits. Please refer to the Registration Statement for further
information about the VAA, Lincoln Life and the contracts offered. Statements
in this Prospectus about the content of contracts and other legal instruments
are summaries. For the complete text of those contracts and instruments, please
refer to those documents as filed with the SEC. Lincoln National Variable
Annuity Account H and Lincoln National Flexible Premium Variable Life Accounts
F, G and J (all registered as investment companies under the 1940 Act) and
Lincoln National Flexible Premium Group Variable Annuity Accounts 50 and 51 are
all segregated investment accounts of Lincoln Life which also invest in the
series. The series also offers shares of the funds to other segregated
investment accounts.

STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS FOR SEPARATE ACCOUNT E

Item
- ----------------------------------------
General Information and History of
Lincoln Life
- ----------------------------------------
Special Terms
- ----------------------------------------
Services
- ----------------------------------------
Purchase of Securities Being Offered
- ----------------------------------------
Underwriters
- ----------------------------------------

Item
- ----------------------------------------
Annuity Payments
- ----------------------------------------
Federal Tax Status
- ----------------------------------------
Automatic Increase in the Guaranteed
Minimum Death Benefit
- ----------------------------------------
Financial Statements
- ----------------------------------------


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




                                      19
<PAGE>   24

THE AMERICAN LEGACY

LINCOLN NATIONAL 
VARIABLE ANNUITY ACCOUNT E (REGISTRANT)

LINCOLN NATIONAL
LIFE INSURANCE COMPANY (DEPOSITOR)


STATEMENT OF ADDITIONAL INFORMATION (SAI)


This Statement of Additional Information should be read in conjunction with the
Prospectus of Lincoln National Variable Annuity Account E dated April 30, 1996.
You may obtain a copy of the Account E Prospectus on request and without
charge. Please write Kim Oakman, Lincoln National Life Insurance Co., P. O. Box
2348, Fort Wayne, Indiana 46801 or call 1-800-942-5500, Ext. 4912.

TABLE OF CONTENTS

<TABLE>
<S>                                    <C>    <C>                                     <C>
                                       Page                                           Page
- -------------------------------------------    -------------------------------------------
GENERAL INFORMATION AND HISTORY                ANNUITY PAYMENTS                        B-2  
OF LINCOLN LIFE                         B-2    -------------------------------------------
- -------------------------------------------    FEDERAL TAX STATUS                      B-3  
SPECIAL TERMS                           B-2    -------------------------------------------
- -------------------------------------------    AUTOMATIC INCREASE IN THE GUARANTEED         
SERVICES                                B-2    MINIMUM DEATH BENEFIT                   B-6 
- -------------------------------------------    -------------------------------------------
PURCHASE OF SECURITIES BEING OFFERED    B-2    FINANCIAL STATEMENTS                    B-8  
- -------------------------------------------    -------------------------------------------
UNDERWRITERS                            B-2    
- -------------------------------------------    

</TABLE>




THIS SAI IS NOT A PROSPECTUS.

The date of this SAI is April 30, 1996

<PAGE>   25
GENERAL INFORMATION AND HISTORY OFLINCOLN NATIONAL LIFE INSURANCE CO. (LINCOLN
LIFE)

The prior Depositor of the Account, Lincoln National Pension Insurance Company,
was merged into Lincoln Life, effective January 1, 1989. Lincoln Life,
organized in 1905, is an Indiana stock insurance corporation, engaged primarily
in the direct issuance of annuities and life and health insurance contracts,
and is also a professional reinsurer. Lincoln Life is wholly owned by Lincoln
National Corporation (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. In
connection with the term, "Valuation Date", the New York Stock Exchange is
currently closed on weekends and on these holidays: New Year's Day, President's
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day. If any of these holidays occurs on a weekend day, the
Exchange may also be closed on the business day occurring just before or just
after the holiday.

SERVICES

CUSTODIAN

The Custodian for the securities purchased by the Series is State Street Bank
and Trust Company, 225 Franklin Street, Boston, MA 02101. Custodian, as
authorized by the Series, will hold, transfer, exchange, deliver or loan the
Series' securities, and will maintain certain cash accounts in support of those
functions.

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

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

PRINCIPAL UNDERWRITER
American Funds Distributors, Inc. (AFD), 333 South Hope St., Los Angeles,
California 90071, is the principal underwriter for the Variable Annuity
Contracts.

PURCHASE OF SECURITIES BEING OFFERED

The Variable Annuity Contracts are offered to the public through certain
securities broker/dealers who have entered into selling agreements with AFD and
whose personnel are legally authorized to sell annuity products. Although there
are no special purchase plans for any class of prospective buyers, the
contingent deferred sales charge normally assessed upon surrender or withdrawal
of contract value will be waived for officers, directors, or bona fide full
time employees of the Depositor, the Investment Adviser, or AFD.

Both before and after the Annuity Commencement Date, there are exchange
privileges between subaccounts, and from the Variable Account to the General
Account, subject to restrictions set out in the Prospectus. See "The
Contracts", in the Prospectus. No exchanges are permitted between the Variable
Account and other separate accounts.

UNDERWRITERS

Lincoln Life has contracted with AFD, a licensed broker-dealer, to distribute
the Variable Contracts through certain legally authorized sales persons and
organizations (Brokers). AFD and its Brokers are compensated under a standard
Compensation Schedule.

The offering of the Contracts is continuous.

ANNUITY PAYMENTS

VARIABLE ANNUITY PAYMENTS
Variable annuity payments will be determined on the basis of: (1) the value of
the Contract prior to the Annuity Commencement Date; (2) the annuity tables
contained in the Contract; (3) the type of Annuity Option selected; and (4) the
investment results of the Fund selected. In order to determine the amount of
variable annuity payments, Lincoln Life makes the following calculation: first,
it determines the dollar amount of the first monthly payment; second, it
credits the Annuitant with a fixed number of Annuity Units based on the amount
of the first monthly payment; and third, it calculates the value of the Annuity
Units each month thereafter. These steps are explained below.


                                     B-2
<PAGE>   26
The dollar amount of the first monthly variable annuity payment is determined
by applying the total value of the Accumulation Units credited under the
Contract valued as of the fourteenth day prior to the Annuity Commencement Date
(less any premium taxes) to the annuity tables contained in the Contract.
Amounts shown in the tables are based on the 1971 Individual Annuity Mortality
Tables, modified, with an assumed investment return at the rate of 4% per
annum. The first annuity payment is determined by multiplying the benefit per
$1,000 of value shown in the Contract tables by the number of thousands of
dollars of value accumulated under the Contract. These annuity tables vary
according to the form of annuity selected and the age of the Annuitant at the
Annuity Commencement Date. The 4% interest rate stated above is the measuring
point for subsequent annuity payments. If the actual Net Investment Rate
(annualized) exceeds 4%, the payment will increase at a rate equal to the
amount of such excess. Conversely, if the actual rate is less than 4%, annuity
payments will decrease. If the assumed rate of interest were to be increased,
annuity payments would start at a higher level but would decrease more rapidly
or increase more slowly.

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

At an Annuity Commencement Date, the Annuitant is credited with Annuity Units
for each subaccount on which variable annuity payments are based. The number of
Annuity Units to be credited is determined by dividing the amount of the first
monthly payment 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 Fund. The amount of the
second and subsequent annuity payments is determined by multiplying the
Contractowner's fixed number of Annuity Units in each sub-account by the
appropriate Annuity Unit value for the Valuation Date ending 14 days prior to
the date that payment is due.

The value of each subaccount Annuity Unit will be 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 prior to the payment date in order to permit calculation of amounts of
annuity payments 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 payments depend.
                              
FEDERAL TAX STATUS
                  
GENERAL
The operations of the Variable Account 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 Variable Account are reinvested and taken into account in determining the
accumulation and annuity unit values. As a result, such investment income and
realized net capital gain are automatically retained as part of the reserves
under the Contract. Under existing federal income tax law, Lincoln Life
believes that the Variable Account investment income and realized net capital
gain are not taxed to the extent they are retained as part of the reserves
under the Contract. Accordingly, Lincoln Life does not anticipate that it will
incur any federal income tax liability attributable to the Variable Account,
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 gain attributable to the Variable Account, then
Lincoln Life may impose a charge against the Variable Account (with respect to
some or all Contracts) in order to make provision for payment of such taxes.

TAX STATUS OF NON-QUALIFIED CONTRACTS
Section 817(h) of the Code provides that separate account investments (or the
investments of a mutual fund the shares of which are owned by separate accounts
of insurance companies) underlying the Contract be "adequately diversified" in
accordance with Treasury regulations in order for the Contract to qualify as an
annuity contract under Section 72 of the Code. The Variable Account, through
each of the Funds, intends to comply with the diversification requirements
prescribed in regulations, which affect how the assets in each of the Funds in
which the Variable Account invests may be invested. Capital Research and
Management Company is not affiliated with Lincoln Life and Lincoln Life does
not have control over the Series or its investments. However, Lincoln Life
believes that each Fund in which the Variable Account owns shares will meet the
diversification requirements and that therefore the Contracts will be treated
as annuities under the Code.

The regulations relating to diversification requirements do not provide
guidance concerning the extent to which Contractowners may direct their
investments to particular subaccounts of a separate account. When guidance is
provided, the Contract may need to be modified to com-


                                     B-3
<PAGE>   27
ply with that guidance. For these reasons, Lincoln Life reserves the right to
modify the Contract as necessary to prevent the Contractowner from being
considered the owner of the assets of the Variable Account.

In addition, Section 72(s) of the Code provides that Contracts issued after
January 18, 1995, will not be treated as annuity contracts for purposes of
Section 72 unless the Contract provides that (1) if any Contractowner dies on
or after the annuity starting date prior to 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 (2) if any Contractowner dies
prior to the annuity starting date, the entire interest must be distributed
within five years after the death of the Contractowner. These requirements are
considered satisfied if any portion of the Contractowner's interest that is
payable to or for the benefit of a "designated beneficiary" is distributed over
that designated beneficiary's life, or a period not extending beyond the
designated beneficiary's life expectancy, and if that distribution begins
within one year of the Contractowner's death. The "designated beneficiary" must
be a natural person. However, the Contract may be continued in the name of the
Contractowner's surviving spouse as the Contractowner. Contracts issued after
January 18, 1995, contain provisions intended to comply with these Code
requirements. No regulations interpreting these requirements have yet been
issued. Thus, no assurance can be given that the provisions contained in
Contracts issued after January 18, 1995 satisfy all such Code requirements.
However, Lincoln Life believes that such provisions in such Contracts meet
these requirements. Lincoln Life intends to review such provisions and modify
them as 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. Purchasers of Contracts for use with such a plan and plan
participants and beneficiaries should consult counsel and other competent
advisers as to the suitability of the plan and the Contract to their specific
needs, and as to applicable Code limitations and tax consequences. Participants
under such plans, as well as Contractowners, annuitants, and beneficiaries,
should also be aware that the rights of any person to any benefits under such
plans may be subject to the terms and conditions of the plans themselves
regardless of the terms and conditions of the Contract.
Following are brief descriptions of the various types of plans and of the use
of Contracts in connection therewith.

PUBLIC SCHOOL SYSTEMS AND 501(c)(3) ORGANIZATIONS

Payments made to purchase annuity contracts by public school systems or
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 payments 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 prior to distribution if the qualified plan or trust loses its
qualification. Corporate plans qualified under Section 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 non-deductible employee contributions are
generally taxable as ordinary income. If an employee or beneficiary receives a
"lump-sum distribution," that is, if the employee or beneficiary receives in a
single tax year the total amounts payable with respect to that employee, and
the benefits are paid as a result of the employee's death or separation from
service or after the employee attains 591 2, taxable gain may be eligible for
special "lump sum averaging" treatment. 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 for use with H.R. 10 plans
should seek competent advice as to suitability of plan documents and the
funding contracts.



                                     B-4
<PAGE>   28
INDIVIDUAL RETIREMENT ANNUITIES (IRA)

Under Section 408 of the Code, individuals may participate in a retirement
program known as Individual Retirement Annuity (IRA). An individual may make an
annual IRA contribution of up to the lesser of $2,000 (or $2,250 if IRAs are
maintained for both the individual and his nonworking spouse) or 100% of
compensation. However, IRA contributions may be non-deductible in whole or in
part if (1) the individual or his spouse is an active participant in certain
other retirement programs and (2) the income of the individual (or of the
individual and his spouse) exceeds a specified amount. Distributions from
certain other IRA plans or qualified plans may be "rolled over" to an IRA on a
tax deferred basis without regard to the limit on contributions, provided
certain requirements are met. Distributions from IRA's are subject to certain
restrictions. Deductible IRA contributions and all IRA earnings will be taxed
as ordinary income when distributed. The failure to satisfy certain Code
requirements with respect to an IRA may result in adverse tax consequences.

DEFERRED COMPENSATION PLANS 
(SECTION 457 PLANS)

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

SIMPLIFIED EMPLOYEE PENSION PLANS

An employer may make contributions on behalf of employees to a Simplified
Employee Pension Plan ("SEPP") 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. 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.

TAX ON DISTRIBUTIONS FROM QUALIFIED CONTRACTS

The following rules generally apply to distributions from Contracts purchased
in connection with the plans discussed above, other than 457 Plans.

The portion, if any, of any contribution under a Contract made by or on behalf
of an individual which is not excluded from the employee's gross income
(generally, the employee's own non-deductible contributions) constitutes his
"investment in the Contract." If a distribution is made in the form of annuity
payments, the employee's "investment in the Contract" (adjusted for certain
refund provisions) divided by his life expectancy (or other period for which
annuity payments are expected to be made) constitutes a tax-free return of
capital each year. The dollar amount of annuity payments received in any year
in excess of such return is taxable as ordinary income. However, for employees
whose annuity starting date is after December 31, 1986, all distributions will
be fully taxable once the employee is deemed to have recovered the dollar
amount of his investment in the Conract. Notwithstanding the above, if the
employee's annuity starting date was on or before July 1, 1986 and if his
investment in the Contract will be recovered within three years of his annuity
starting date, no amount is included in income until he has fully recovered
such investment. For amounts distributed after 1986, new rules generally
provide that all distributions which are not received as an annuity will be
taxed as a pro rata distribution of taxable and non-taxable amounts (rather
than as a distribution first of non-taxable amounts).

If a surrender of or withdrawal from the Contract is effected and a
distribution is made in a single payment, 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 withdrawals) allocated to that payment,
if any, will be taxed as ordinary income in the year of receipt. Because
typically an annuitant's income decreases and his tax deductions increase after
retirement, he generally will be in a lowr tax bracket when he/she is taxed on
annuity payments.

Distributions from qualified plans, 403(b) plans and IRAs will be subject to
(1) a 10% penalty tax if made before age 59-1/2 unless certain other exceptions
apply, and (2) a 15% penalty tax on combined annual distributions in excess of
$150,000, subject to various special rules. Effective for taxable years
beginning after 1988, failure to meet certain minimum distribution requirements
for the above plans, as well as for Section 457 plans, will result in a 50%
excise tax. Various other adverse tax consequences may also be potentially
applicable in certain circumstances to these types of plans.

Upon an Annuitant's death, the taxation of benefits payable to his beneficiary
generally follow these same principles, subject to a variety of special rules.
In particular,



                                     B-5
<PAGE>   29
tax on death benefits paid as a lump sum may be deferred if,
within 60 days after the lump sum becomes payable, the beneficiary instead
elects to receive annuity payments.

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. 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 above plans,
a tax adviser should be consulted.

AUTOMATIC INCREASE IN THE GUARANTEED MINIMUM DEATH BENEFIT

Subject to the following terms and conditions, once a Contract has been in
force for a certain period, Lincoln National Life Insurance Co. (Lincoln Life)
will automatically increase the Guaranteed Minimum Death Benefit (GMDB):

Lincoln Life will automatically increase the GMDB, separately for each Contract
Year's Purchase Payment(s), effective upon the seventh anniversary of each
eligible Contract Year in which those payments were made (as the contingent
deferred sales charge expires on those payments).

The Attributable Gain (AG), used to increase the GMDB, will be calculated based
on the Contract Value at the close of business on the last Valuation Date
preceding the seventh anniversary of the Contract Year for which the increase
is made. The AG will be the amount which results from allocating the total
appreciation in the Contract to each Contract Year's Purchase Payments adjusted
by withdrawals on a first-in-first out (FIFO) basis based on Lincoln Life's
internal rate of return (IRR) calculation (as described below).

If a single Purchase Payment was deposited or multiple deposits were made in
the first Contract Year only, then, upon adjustment, the increased GMDB will be
the Contract Value on the seventh contract anniversary. However, if Contract
Value is less than Net Purchase Payments, the GMDB will not be adjusted.

If Purchase Payments have been deposited in multiple Contract Years, then, upon
adjustment, the increased GMDB will be the sum of all Purchase Payments plus
any Attributable Gain, as calculated for each Contract Year which has reached
its seventh anniversary, minus any Withdrawals, partial annuitizations, and
premium taxes incurred.

The IRR is the level compound rate of return, calculated by Lincoln Life, at
which Purchase Payments less withdrawals will accumulate to the Contract Value
on the Contract anniversary beginning with the seventh anniversary. The
application of the IRR methodology to any particular Contract Year could
allocate gain, if any, in a manner which does not precisely correlate with the
Contract's actual investment experience for a particular Contract Year or
Sub-Account. The calculation of the IRR assumes all Purchase Payments and
withdrawals occur at the beginning of the year in which they were made. Once
the IRR has been determined, the gain attributable to each Contract Year is
calculated by applying the IRR to the Purchase Payments, less any withdrawals
applied on a FIFO basis.



                                     B-6
<PAGE>   30
THIS PAGE WAS INTENTIONALLY LEFT BLANK






                                     B-7
<PAGE>   31
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT E

STATEMENT OF ASSETS AND LIABILITY
DECEMBER 31, 1995    

<TABLE>
<CAPTION>
                                                                                                                     
                                                 Percent                   Growth-                        Asset       
                                                 of Net                    Income          Growth         Allocation    
                                                 Assets     Combined       Account         Account        Account      
- -------------------------------------------------------------------------------------------------------------------
<S>                                               <C>    <C>            <C>              <C>            <C>          
ASSETS
  Investments in American Variable Insurance                                                                         
    Series at net asset value:                                                                                       
  - Growth-Income Fund                                                                                              
      12,459,849 shares at $30.29 per share                                                                          
        (cost-$269,514,644)                        48.0% $377,408,828   $377,408,828                                 
    ----------------------------------------
  - Growth Fund                                                                                                      
      6,624,275 shares at $37.82 per share                                                                           
        (cost-$178,544,140)                        31.9   250,530,067                    $250,530,067                
    ----------------------------------------
  - Asset Allocation Fund                                                                                            
     495,935 shares at $13.35 per share                                                                              
         (cost-$5,990,839)                          0.8     6,620,734                                   $6,620,734   
    ----------------------------------------
  - High-Yield Bond Fund                                                                                             
      3,765,508 shares at $13.91 per share                                                                           
        (cost-$50,190,881)                          6.7    52,378,218                                                
    ----------------------------------------
  - U.S. Government/AAA-Rated Securities Fund                                                                        
       4,336,785 shares at $11.47 per share                                                                          
         (cost-$47,399,664)                         6.3    49,742,924                                                
    ----------------------------------------
  - Cash Management Fund                                                                                             
       1,343,067 shares at $11.01 per share                                                                          
         (cost-$14,856,921)                         1.9    14,787,172                                                
    ----------------------------------------
  - International Fund                                                                                               
       2,586,375 shares at $13.63 per share                                                                          
         (cost-$34,672,704)                         4.5    35,252,294                                                
    ----------------------------------------      -----  ------------   ------------     ------------   ----------
          TOTAL INVESTMENTS AND TOTAL ASSETS                                                                         
            (Cost-$601,169,793)                   100.1   786,720,237    377,408,828      250,530,067    6,620,734   
- --------------------------------------------
                                                                                                                     
LIABILITY-Payable to The Lincoln National                                                                            
  Life Insurance Co.                                0.1       833,801        400,378          266,364        6,949   
- --------------------------------------------      -----  ------------   ------------     ------------   ----------
                                                                                                                     
NET ASSETS                                        100.0% $785,886,436   $377,008,450     $250,263,703   $6,613,785   
                                                  =====  ============   ============     ============   ==========
                                                                                                                     
Net assets are represented by:                                                                                       
  - Units in accumulation period                                         172,288,092      101,710,342    5,167,772   
    ----------------------------------------
  - Annuity reserves units                                                   668,740          434,158       73,885   
    ----------------------------------------
  - Unit value                                                                $2.180           $2.450       $1.262   
    ----------------------------------------
  - Value in accumulation period                                        $375,550,742     $249,199,975   $6,520,560   
    ----------------------------------------
  - Annuity reserves                                                       1,457,708        1,063,728       93,226   
    ----------------------------------------                            ------------     ------------   ----------
                                                                        $377,008,450     $250,263,703   $6,613,785
                                                                        ============     ============  ===========

<CAPTION>
                                                                    U.S.                                          
                                                                    Government/                                            
                                                  High-Yield        AAA-Rated         Cash                              
                                                  Bond              Securities        Management       International       
                                                  Account           Account           Account          Account    
- --------------------------------------------     -------------------------------------------------------------------
<S>                                              <C>              <C>                <C>               <C>          
ASSETS 
  Investments in American Variable Insurance     
    Series at net asset value:                                                                                      
  - Growth-Income Fund                                                                                              
      12,459,849 shares at $30.29 per share                                                                         
        (cost-$269,514,644)                                                                                         
    ----------------------------------------
  - Growth Fund                                                                                                     
      6,624,275 shares at $37.82 per share                                                                          
        (cost-$178,544,140)                                                                                         
    ----------------------------------------
  - Asset Allocation Fund                                                                                           
     495,935 shares at $13.35 per share                                                                             
         (cost-$5,990,839)                                                                                          
    ----------------------------------------
  - High-Yield Bond Fund                                                                                            
      3,765,508 shares at $13.91 per share                                                                          
        (cost-$50,190,881)                       $52,378,218                                                        
    ----------------------------------------
  - U.S. Government/AAA-Rated Securities Fund                                                                       
       4,336,785 shares at $11.47 per share                                                                         
         (cost-$47,399,664)                                       $49,742,924                                       
    ----------------------------------------
  - Cash Management Fund                                                                                            
       1,343,067 shares at $11.01 per share                                                                         
         (cost-$14,856,921)                                                          $14,787,172                    
    ----------------------------------------
  - International Fund                                                                                              
       2,586,375 shares at $13.63 per share                                                                         
         (cost-$34,672,704)                                                                            $35,252,294  
    ----------------------------------------     -----------      -----------        -----------       -----------
          TOTAL INVESTMENTS AND TOTAL ASSETS     
            (Cost-$601,169,793)                   52,378,218       49,742,924         14,787,172        35,252,294  
- --------------------------------------------     
LIABILITY-Payable to The Lincoln National                                                                           
  Life Insurance Co.                                  55,214           52,473             15,726            36,697  
                                                 -----------      -----------        -----------       -----------
NET ASSETS                                       $52,323,004      $49,690,451        $14,771,446       $35,215,597  
                                                 ===========      ===========        ===========       ===========
Net assets are represented by:                                                                                      
  - Units in accumulation period                  23,867,294       29,061,714         10,000,980        31,591,582  
    ----------------------------------------
  - Annuity reserves units                            42,028           47,793            204,609             6,274 
    ----------------------------------------
  - Unit value                                        $2.188           $1.707             $1.447            $1.114 
    ----------------------------------------
  - Value in accumulation period                 $52,231,030      $49,608,868        $14,475,297       $35,208,605 
    ----------------------------------------
  - Annuity reserves                                  91,973           81,584            296,149             6,992 
    ----------------------------------------     -----------      -----------        -----------       ----------- 
                                                 $52,323,004      $49,690,451        $14,771,446       $35,215,597 
                                                 ===========      ===========        ===========       =========== 
                                               
</TABLE>


See accompanying Notes to financial statements.
 
                                  B-8 / B-9
<PAGE>   32
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT E

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995      

<TABLE>    
<CAPTION>                                                                                                     
                                                                                                               U.S.
                                                                                                               Government/
                                                         Growth-                     Asset        High-Yield   AAA-Rated    
                                                         Income       Growth         Allocation   Bond         Securities    
                                          Combined       Account      Account        Account      Account      Account     
- -------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>           <C>             <C>          <C>         <C>          
                                                                                                                            
Net Investment Income:                                                                                                      
- - Dividends from investment income         $21,118,359    $8,824,231    $1,948,186       $205,914   $4,834,205  $3,541,387   
- ----------------------------------------
- - Dividends from net realized gains                                                                                          
   on investments                           36,570,590    14,988,248    20,627,919        225,774           --          --   
- ----------------------------------------
- - Mortality and expense guarantees          (9,082,019)   (4,309,175)   (2,867,959)       (63,302)    (629,629)   (605,529)  
- ----------------------------------------  ------------   -----------   -----------     ----------   ----------  ----------
      NET INVESTMENT INCOME                 48,606,930    19,503,304    19,708,146        368,386    4,204,576   2,935,858   
- ----------------------------------------
                                                                                                                            
Net realized and unrealized                                                                                                 
  gain (loss) on investments:                                                                                               
- ----------------------------------------
- - Net realized gain (loss) on                                                                                                
   investments                              16,886,466     7,744,287     8,831,210         56,260      113,481     207,403   
- ----------------------------------------
- -  Net change in unrealized appreciation                                                                                      
   or depreciation on investments          108,448,509    65,673,514    31,746,506        792,203    4,891,023   3,176,299   
- ----------------------------------------  ------------   -----------   -----------     ----------   ----------  ----------
  NET GAIN (LOSS) ON INVESTMENTS           125,334,975    73,417,801    40,577,716        848,463    5,004,504   3,383,702   
- ----------------------------------------  ------------   -----------   -----------     ----------   ----------  ----------
     NET INCREASE IN NET ASSETS                                                                                              
   RESULTING FROM OPERATIONS              $173,941,905   $92,921,105   $60,285,862     $1,216,849   $9,209,080  $6,319,560   
- ----------------------------------------  ============   ===========   ===========     ==========   ==========  ==========
                                                                                                              
<CAPTION>                                                                                                              
                                           Cash                                                                                 
                                           Management    International                                                             
                                           Account       Account    
- ---------------------------------------------------------------------
<S>                                       <C>           <C>         
                                                                    
Net Investment Income:                                              
- - Dividends from investment income         $991,327        $773,109  
- ----------------------------------------
- - Dividends from net realized gains                                  
   on investments                                --         728,649  
- ----------------------------------------
- - Mortality and expense guarantees         (222,731)       (383,694) 
- ----------------------------------------  ---------       ---------
      NET INVESTMENT INCOME                 768,596       1,118,064  
- ----------------------------------------
                                                                    
Net realized and unrealized                                         
   gain (loss) on investments:                                       
- ----------------------------------------
- - Net realized gain (loss) on                                        
   investments                               61,583        (127,758) 
- ---------------------------------------- 
- - Net change in unrealized appreciation                              
   or depreciation on investments           (89,864)      2,258,828  
- ----------------------------------------  ---------      ----------
  NET GAIN (LOSS) ON INVESTMENTS            (28,281)      2,131,070  
- ----------------------------------------  ---------      ----------
     NET INCREASE IN NET ASSETS                                      
   RESULTING FROM OPERATIONS               $740,315      $3,249,134  
- ----------------------------------------  =========      ==========
</TABLE> 


See accompanying Notes to financial statements.

                                 B-10 / B-11
<PAGE>   33
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT E

STATEMENTS OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 1995 AND 1994
<TABLE>                                   
<CAPTION>                                                 
                                                                                                                        U.S.
                                                                                                                        Government/
                                                            Growth-                        Asset         High-Yield     AAA-Rated  
                                                            Income           Growth        Allocation    Bond           Securities 
                                              Combined      Account          Account       Account       Account        Account    
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>             <C>          <C>              <C>           <C>          
NET ASSETS AT JANUARY 1, 1994               $679,081,003   $328,965,966    $209,426,473  $          --   $59,183,511   $62,544,945  
Changes from operations:                                                                                                            
  Net investment income                       29,075,508     16,574,677       3,930,797        157,761     4,146,904     2,785,003  
- ------------------------------------------                                                                                          
  Net realized gain (loss) on                                                                                                       
    investments                               17,328,158      6,529,793       9,931,497        (13,875)      374,529       485,984  
- ------------------------------------------                                                                                          
  Net change in  unrealized appreciation                                                                                            
    or depreciation on investments           (53,408,176)   (20,694,609)    (15,547,552)      (162,308)   (8,832,885)   (6,554,269) 
- ------------------------------------------  ------------   ------------    ------------   ------------  ------------  ------------
 NET INCREASE (DECREASE) IN                                                                                                         
 NET ASSETS RESULTING FROM OPERATIONS         (7,004,510)     2,409,861      (1,685,258)       (18,422)   (4,311,452)   (3,283,282) 
- ------------------------------------------                                                                                          
  Net increase (decrease) from                                                                                                      
   unit transactions                         (23,707,460)   (25,575,781)    (10,812,835)     3,771,841    (7,449,975)  (12,562,615) 
- ------------------------------------------  ------------   ------------    ------------   ------------  ------------  ------------
 TOTAL INCREASE (DECREASE)                                                                                                          
   IN NET ASSETS                             (30,711,970)   (23,165,920)    (12,498,093)     3,753,419   (11,761,427)  (15,845,897) 
- ------------------------------------------  ------------   ------------    ------------   ------------  ------------  ------------
 NET ASSETS AT                                                                                                                      
  DECEMBER 31, 1994                          648,369,033    305,800,046     196,928,380      3,753,419    47,422,084    46,699,048  
- ------------------------------------------  ------------   ------------    ------------   ------------  ------------  ------------
                                                                                                                                    
 Changes from operations:                                                                                                           
  Net investment income                       48,606,930     19,503,304      19,708,146        368,386     4,204,576     2,935,858  
- ------------------------------------------                                                                                          
  Net realized gain (loss) on                                                                                                       
    investments                               16,886,466      7,744,287       8,831,210         56,260       113,481       207,403  
- ------------------------------------------                                                                                          
  Net change in unrealized appreciation                                                                                             
    or depreciation on investments           108,448,509     65,673,514      31,746,506        792,203     4,891,023     3,176,299  
- ------------------------------------------  ------------   ------------    ------------   ------------  ------------  ------------
 NET INCREASE IN NET ASSETS                                                                                                         
   RESULTING FROM OPERATIONS                 173,941,905     92,921,105      60,285,862      1,216,849     9,209,080     6,319,560  
- ------------------------------------------                                                                                          
  Net increase (decrease) from unit                                                                                                 
     transactions                            (36,424,502)   (21,712,701)     (6,950,539)     1,643,517    (4,308,160)   (3,328,157) 
- ------------------------------------------  ------------   ------------    ------------   ------------  ------------  ------------
 TOTAL INCREASE (DECREASE) IN                                                                                                       
   NET ASSETS                                137,517,403     71,208,404      53,335,323      2,860,366     4,900,920     2,991,403  
- ------------------------------------------  ------------   ------------    ------------   ------------  ------------  ------------
 NET ASSETS AT                                                                                                                      
   DECEMBER 31, 1995                        $785,886,436   $377,008,450    $250,263,703     $6,613,785   $52,323,004   $49,690,451  
- ------------------------------------------  ------------   ------------    ------------   ------------  ------------  ------------

<CAPTION>
                                              Cash                     
                                              Management   International 
                                              Account      Account    
- -----------------------------------------------------------------------                                     
<S>                                         <C>           <C>                                                                 
NET ASSETS AT JANUARY 1, 1994                $18,960,108   $        --    
Changes from operations:                                                
  Net investment income                          441,343     1,039,023  
- ------------------------------------------                              
  Net realized gain (loss) on                                           
    investments                                   48,352       (28,122) 
- ------------------------------------------                              
  Net change in  unrealized appreciation                                
    or depreciation on investments                62,685    (1,679,238) 
- ------------------------------------------  ------------  ------------
 NET INCREASE (DECREASE) IN                                             
 NET ASSETS RESULTING FROM OPERATIONS            552,380      (668,337) 
- ------------------------------------------                              
  Net increase (decrease) from                                          
   unit transactions                             419,831    28,502,074  
- ------------------------------------------  ------------  ------------
 TOTAL INCREASE (DECREASE)                                              
   IN NET ASSETS                                 972,211    27,833,737  
- ------------------------------------------  ------------  ------------
 NET ASSETS AT                                                          
  DECEMBER 31, 1994                           19,932,319    27,833,737  
- ------------------------------------------  ------------  ------------
                                                                        
 Changes from operations:                                               
  Net investment income                          768,596     1,118,064  
- ------------------------------------------                              
  Net realized gain (loss) on                                           
    investments                                   61,583      (127,758) 
- ------------------------------------------                              
  Net change in unrealized appreciation                                 
    or depreciation on investments               (89,864)    2,258,828  
- ------------------------------------------  ------------  ------------
 NET INCREASE IN NET ASSETS                                             
   RESULTING FROM OPERATIONS                     740,315     3,249,134  
- ------------------------------------------                              
  Net increase (decrease) from unit                                     
     transactions                             (5,901,188)    4,132,726  
- ------------------------------------------  ------------  ------------
 TOTAL INCREASE (DECREASE) IN                                           
   NET ASSETS                                 (5,160,873)    7,381,860  
- ------------------------------------------  ------------  ------------
 NET ASSETS AT                                                          
   DECEMBER 31, 1995                         $14,771,446   $35,215,597  
- ------------------------------------------  ============  ============
</TABLE>                                   


See accompanying Notes to financial statements.

                                B-12 / B-13
<PAGE>   34
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT E

NOTES TO FINANCIAL STATEMENTS

December 31, 1995


1.  ACCOUNTING POLICIES

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

INVESTMENTS: The Variable  Account  invests  in the  American  Variable 
Insurance  Series (AVIS)   which  consists  of  seven  funds: Growth-Income
Fund, Growth Fund, Asset Allocation Fund, High-Yield  Bond  Fund,  U.S.
Government/AAA-Rated Securities Fund, Cash Management Fund, and International
Fund (the Funds).  Investments in the Funds are stated at the closing net
asset value per share on December 31, 1995.  AVIS is registered as an open-
ended management investment company.

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

DIVIDENDS: Dividends paid to the Variable Account are automatically
reinvested in shares of the Funds on the payable date.

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

ANNUITY RESERVES: Reserves on contracts not involving life contingencies are 
calculated using an assumed investment rate of 4%.  Reserves on contracts 
involving life contingencies are calculated using a modification of the 1971 
Individual Annuitant Mortality Table and an assumed investment rate of 4%.


2. MORTALITY AND EXPENSE GUARANTEES AND OTHER TRANSACTIONS WITH AFFILIATE

Amounts are paid to the Company for mortality and expense guarantees at the
rate of .0034247% of the current value of the Variable Account per day (1.25%
on an annual basis).  In addition, amounts retained by the Company  from the
proceeds of the sales of annuity contracts for contract charges and for
surrender charges were as follows during 1995:

<TABLE>
<S>                                                          <C>
Growth-Income Account.....................................   $371,956
Growth Account............................................    256,797
Asset Allocation Account..................................      4,652
High-Yield Bond Account...................................     59,919
U.S. Government/AAA-Rated Securities Account..............     57,205
Cash Management Account...................................     31,376
International Account.....................................     30,003
                                                             --------           
                                                             $811,908
                                                             ========           
</TABLE>                                                    

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


                                     B-14
<PAGE>   35









                                     B-15
<PAGE>   36
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT E

NOTES TO FINANCIAL STATEMENTS CONTINUED

3. NET ASSETS

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

<TABLE>
<CAPTION>
                                                           Growth-                    Asset        High-Yield
                                                           Income        Growth       Allocation   Bond
                                            Combined       Account       Account      Account      Account
- -------------------------------------------------------------------------------------------------------------
<S>                                         <C>           <C>           <C>           <C>         <C>
Unit Transactions:                          
  Accumulation units                        $342,583,273  $155,022,850  $102,834,280  $5,324,642  $20,326,368
- --------------------------------------
  Annuity reserves                             1,302,555       571,054       304,525      90,716        9,618
- --------------------------------------      ------------   -----------  ------------  ----------  -----------
                                             343,885,828   155,593,904   103,138,805   5,415,358   20,335,986
                                            
Accumulated net investment                  
   income                                    193,044,250    90,364,729    39,627,288     526,147   28,468,679
- --------------------------------------
Accumulated net realized gain               
   (loss) on investments                      63,405,914    23,155,633    35,511,683      42,385    1,331,002
- --------------------------------------
Net unrealized appreciation                 
   (depreciation) on investments             185,550,444   107,894,184    71,985,927     629,895    2,187,337
- --------------------------------------      ------------   -----------  ------------  ----------  -----------
                                            $785,886,436  $377,008,450  $250,263,703  $6,613,785  $52,323,004
                                            ============  ============  ============  ==========  ===========

<CAPTION>
                                              U.S.
                                              Government/
                                              AAA-Rated    Cash
                                              Securities   Management  International
                                              Account      Account     Account
- ------------------------------------------------------------------------------------
<S>                                         <C>           <C>           <C>         
Unit Transactions:                          
  Accumulation units                         $21,521,062    $4,925,561   $32,628,510
- --------------------------------------
  Annuity reserves                                38,086       282,266         6,290
- --------------------------------------       -----------    ----------   -----------
                                              21,559,148     5,207,827    32,634,800
Accumulated net investment                  
   income                                     23,434,168     8,466,152     2,157,087
- --------------------------------------
Accumulated net realized gain               
   (loss) on investments                       2,353,875     1,167,216      (155,880)
- --------------------------------------
Net unrealized appreciation                 
   (depreciation) on investments               2,343,260       (69,749)      579,590
- --------------------------------------       ------------  ------------  -----------  
                                             $49,690,451   $14,771,446   $35,215,597
                                             ===========   ============  ===========
</TABLE>                                    



4. SUMMARY OF CHANGES FROM UNIT TRANSACTIONS

<TABLE>
<CAPTION>    
                                                        1995                                1994
                                                        UNITS                  AMOUNT       UNITS                    AMOUNT
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                 <C>            <C>                  <C>
GROWTH-INCOME ACCOUNT                                       
Accumulation Units:
Contract purchases                                         10,350,639         $19,179,957     12,189,789          $19,792,387   
- --------------------------------------                      
Terminated contracts and transfers                                     
to annuity reserves                                       (21,670,603)        (40,844,430)   (27,759,419)         (45,370,453)
- --------------------------------------                   ------------        ------------    -----------         ------------
                                                            
                                                          (11,319,964)        (21,664,473)   (15,569,630)         (25,578,066)
Annuity Reserves:                                                        
Transfers from accumulation units and                       
between accounts                                               88,577             150,159         61,041              100,600   
- --------------------------------------                      
Annuity payments                                              (98,991)           (176,847)       (70,081)            (115,192)
- --------------------------------------                      
Receipt (reimbursement) of mortality                                                 
guarantee adjustment                                          (14,741)            (21,540)        10,172               16,877      
- --------------------------------------                   ------------        ------------    -----------         ------------
                                                              (25,155)            (48,228)         1,132                2,285      
                                                                                     
Growth Account                                                                       
Accumulation Units:                                                                  
Contract purchases                                         16,181,841          35,859,071     25,272,217           46,676,476   
- --------------------------------------                      
Terminated contracts and transfers                                                   
to annuity reserves                                       (19,783,367)        (42,659,766)   (31,190,406)         (57,578,058)  
- --------------------------------------                   ------------        ------------    -----------         ------------
                                                           (3,601,526)         (6,800,695)    (5,918,189)         (10,901,582)   
                                                                                     
Annuity Reserves:                                                                    
Transfers from accumulation units and                                                
between accounts                                                2,485               5,000        105,233              187,553      
- --------------------------------------                      
Annuity payments                                              (65,160)           (143,670)       (58,860)            (108,870)  
- --------------------------------------                      
Receipt (reimbursement) of mortality                                                 
guarantee adjustment                                           (7,161)            (11,174)         5,408               10,064   
- --------------------------------------                   ------------        ------------    -----------         ------------
                                                              (69,836)           (149,844)        51,781               88,747     
</TABLE>                                                    
                                                                              
                                                                               
                                  B-16 / B-17
<PAGE>   37
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT E

NOTES TO FINANCIAL STATEMENTS CONTINUED 

4. SUMMARY OF CHANGES FROM UNIT TRANSACTIONS CONTINUED 

<TABLE>
<CAPTION>                                                                      
                                              
                                                                1995                             1995    
                                                                Units             Amount         Units              Amount         
- ------------------------------------------------------------------------------------------------------------------------------  
<S>                                                             <C>            <C>              <C>            <C>
Asset Allocation Account                                                       
Accumulation Units:                                                          
Contract purchases                                                2,443,961       2,707,631       4,943,946       4,834,201
Terminated contracts and transfers 
to annuity reserves                                              (1,083,237)     (1,154,830)     (1,136,898)     (1,062,360)
                                                                -----------     -----------     -----------     -----------
                                                                  1,360,724       1,552,801       3,807,048       3,771,841
                                                                               
Annuity Reserves:                                                            
Transfers from accumulation units and 
between accounts                                                    100,509         123,405               -               -
Annuity payments                                                    (26,624)        (32,689)              -               -
                                                                -----------     -----------     -----------     -----------
                                                                     73,885          90,716               -               -
                                                                               
High-Yield Bond Account                                                        
Accumulation Units:                                                          
Contract purchases                                                2,410,971       4,632,252       3,640,182       6,905,171
Terminated contracts and transfers 
to annuity reserves                                              (4,531,465)     (8,875,942)     (7,603,089)    (14,364,439)
                                                                -----------     -----------     -----------     -----------
                                                                 (2,120,494)     (4,243,690)     (3,962,907)     (7,459,268)
                                                                               
Annuity Reserves:                                                            
Transfers from accumulation units and 
between accounts                                                        ---             ---           4,072           7,590
Annuity payments                                                    (18,239)        (36,636)         (6,490)        (12,282)
Receipt (reimbursement) of mortality 
guarantee adjustment                                                (15,310)        (27,834)          7,686          13,985
                                                                -----------     -----------     -----------     -----------
                                                                    (33,549)        (64,470)          5,268           9,293
                                                                               
U.S. Government/AAA-Rated Securities Account                                   
Accumulation Units:                                                          
Contract purchases                                                3,825,554       5,935,150       2,765,724       4,152,168
Terminated contracts and transfers 
to annuity reserves                                              (5,882,054)     (9,245,078)    (11,034,923)    (16,714,843)
                                                                -----------     -----------     -----------     -----------
                                                                 (2,056,500)     (3,309,928)     (8,269,199)    (12,562,675)
                                                                               
Annuity Reserves:                                                            
Transfers from accumulation units and 
between accounts                                                      8,141          12,653           7,337          11,094
Annuity payments                                                    (20,620)        (32,615)         (7,084)        (10,745)
Receipt (reimbursement) of mortality 
guarantee adjustment                                                  1,063           1,733            (193)           (289)
                                                                -----------     -----------     -----------     -----------
                                                                    (11,416)        (18,229)             60              60


</TABLE>



                                     B-18  
<PAGE>   38
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT E

NOTES TO FINANCIAL STATEMENTS CONTINUED 

4. SUMMARY OF CHANGES FROM UNIT TRANSACTIONS CONTINUED 

<TABLE>
<CAPTION>                                                                      
                                                 1995                             1995    
                                                 Units             Amount         Units              Amount         
- --------------------------------------------------------------------------------------------------------------  
<S>                                                <C>            <C>              <C>            <C>
Cash Management Account                                                        
Accumulation Units:                                                         
Contract purchases                                  9,800,227      13,417,006      21,026,176      28,497,410
Terminated contracts and transfers 
to annuity reserves                               (14,111,045)    (19,548,592)    (20,696,274)    (28,100,903)
                                                  -----------     -----------     -----------     -----------
                                                                 (4,310,818)     (6,131,586)        329,902         396,507
                                                                               
Annuity Reserves:                                                            
Transfers from accumulation units and 
between accounts                                      246,973         325,992          20,541      27,938
Annuity payments                                      (87,414)        (97,028)         (2,880)     (3,945)
Receipt (reimbursement) of mortality 
guarantee adjustment                                    1,022           1,434            (482)       (669)
                                                    -----------     -----------     -----------  ---------
                                                      160,581         230,398          17,179      23,324
                                                                               
International Account                                                          
Accumulation Units:                                                          
Contract purchases                                 11,574,971      12,049,232      32,261,294      32,641,957
Terminated contracts and transfers 
to annuity reserves                                (7,770,768)     (7,916,260)     (4,473,915)     (4,146,419)
                                                   -----------     -----------     -----------     -----------
                                                    3,804,203       4,132,972      27,787,379      28,495,538
                                                                               
Annuity Reserves:                                                            
Transfers from accumulation units and 
between accounts                                           -               -           7,390           7,457
Annuity payments                                         (746)           (780)           (634)          (650)
Receipt (reimbursement) of mortality 
guarantee adjustment                                      534             534            (270)          (271)
                                                   -----------     -----------     -----------    -----------
                                                         (212)           (246)          6,486           6,536
                                                                                   -----------    -----------                  
NET DECREASE FROM UNIT TRANSACTIONS                                              ($36,424,502)   ($23,707,460)
                                                                                   ===========    ===========
</TABLE>

5. PURCHASES AND SALES OF SECURITIES

The aggregate cost of investments purchased and the aggregate proceeds from
investments sold were as follows for 1995.


<TABLE>
<CAPTION>
                                                        
                                                        
                                                              Aggregate      Aggregate
                                                               Cost of        Proceeds
                                                              Purchases      from Sales
- ----------------------------------------------------------------------------------------
<S>                                                         <C>              <C>
Growth-Income Account                                       $ 28,914,112     $31,045,905
Growth Account                                                42,072,810      29,252,690
Asset Allocation Account                                       2,890,826         875,825
High-Yield Bond Account                                        7,186,325       7,284,926
U.S. Government/AAA-Rated Securities Account                   7,529,046       7,918,507
Cash Management Account                                       10,534,726      15,673,635
International Account                                          9,341,265       4,082,818
                                                            ------------     -----------
                                                            $108,469,110     $96,134,306
                                                            ============     ===========
</TABLE>
                                                        
                                                        
                                                        
6. NEW INVESTMENT FUND
Effective January 1, 1996, the AVIS Bond Fund became available as an investment
option for Variable Account contractowners.





                                     B-19
<PAGE>   39
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


Board of Directors of The Lincoln National Life Insurance Co. and
Contract Owners of Lincoln National Variable Annuity Account E


We have audited the accompanying statement of assets and liability of Lincoln
National Variable Annuity Account E (Variable Account) as of December 31,
1995, 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 securities owned as of December 31, 1995,
by correspondence with the custodian.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

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



                                         /S/ ERNST & YOUNG LLP

Fort Wayne, Indiana
March 6, 1996
<PAGE>

<PAGE>
 
The Lincoln National Life Insurance Company

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

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

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

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

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

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

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

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

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

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

Consolidated Statements of Shareholder's Equity

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

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

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

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

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

Consolidated Statements of Cash Flows

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

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

Consolidated Statements of Cash Flows (continued)

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

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

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

Notes to Consolidated Financial Statements

December 31, 1995

1. Summary of Significant Accounting Policies 

Basis of Presentation

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

Use of Estimates

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

Investments 

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

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

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

Notes to Consolidated Financial Statements (continued)

1. Summary of Significant Accounting Policies (continued)

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

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

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

Derivatives

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

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

Notes to Consolidated Financial Statements (continued)

1. Summary of Significant Accounting Policies (continued)

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

Property and Equipment

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

Premiums and Fees

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

Assets Held in Separate Accounts/Liabilities Related to Separate Accounts

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

    
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)      
 
Deferred Acquisition Costs

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

Expenses

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

Goodwill

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

Policy Liabilities and Accruals

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

Notes to Consolidated Financial Statements (continued)

1. Summary of Significant Accounting Policies (continued)

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

Reinsurance

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

Depreciation

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

Postretirement Medical and Life Insurance Benefits

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

Notes to Consolidated Financial Statements (continued)

1. Summary of Significant Accounting Policies (continued)

Income Taxes

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

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


2. Changes in Accounting Principles and Changes in Estimates

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

Notes to Consolidated Financial Statements (continued)

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

Accounting by Creditors for Impairment of a Loan

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

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

Notes to Consolidated Financial Statements (continued)

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

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

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

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

Notes to Consolidated Financial Statements (continued)

3. Investments

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

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

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

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

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

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

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

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

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

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

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

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

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

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

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

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

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

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

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

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

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

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

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

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

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

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

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

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

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

Notes to Consolidated Financial Statements (continued)

4. Federal Income Taxes

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

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

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

Notes to Consolidated Financial Statements (continued)

4. Federal Income Taxes (continued)

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

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

Notes to Consolidated Financial Statements (continued)

4. Federal Income Taxes (continued)

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

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

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

5. Supplemental Financial Data

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

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

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

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

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

5. Supplemental Financial Data (continued)

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

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

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

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

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

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

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

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

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

5. Supplemental Financial Data (continued)

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

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

6. Employee Benefit Plans

Pension Plans

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

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

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

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

6. Employee Benefit Plans (continued)

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

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

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

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

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

6. Employee Benefit Plans (continued)

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

401(k)

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

Notes to Consolidated Financial Statements (continued)

6. Employee Benefit Plans (continued)

Postretirement Medical and Life Insurance Benefit Plans

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

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

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

Notes to Consolidated Financial Statements (continued)

6. Employee Benefit Plans (continued)

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


7. Restrictions, Commitments and Contingencies

Shareholder's Equity Restrictions

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

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


Disability Income Claims

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

Compliance of Qualified Annuity Plans

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

Group Pension Annuities

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

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

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

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

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

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

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Vulnerability from Concentrations

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

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Guarantees

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

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Derivatives

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

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

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

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Interest Rate Caps

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

Spread Locks

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

Financial Futures

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

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Foreign Currency Derivatives 

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

Additional Derivative Information

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

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


8. Fair Value of Financial Instruments

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

Notes to Consolidated Financial Statements (continued)

8. Fair Value of Financial Instruments (continued)

Fixed Maturity and Equity Securities

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

Mortgage Loans on Real Estate

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

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

Notes to Consolidated Financial Statements (continued)

8. Fair Value of Financial Instruments (continued)

Investment Type Insurance Contracts

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

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

Short-Term and Long-Term Debt

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

Guarantees

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

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

8. Fair Value of Financial Instruments (continued)

Derivatives

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

Investment Commitments

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

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

8. Fair Value of Financial Instruments (continued)

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

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

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


9. Segment Information 

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

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

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

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

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

9. Segment Information (continued)

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

Provisions for depreciation and capital additions were not material.

10. Sale of Affiliates

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

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

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

11. Subsequent Event

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


12. Transactions With Affiliates

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

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

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

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

12. Transactions With Affiliates (continued)

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

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

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

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

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

 

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

Board of Directors
The Lincoln National Life Insurance Company

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

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

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

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

    
                             /S/ ERNST & YOUNG LLP 

Fort Wayne, Indiana      
February 7, 1996

<PAGE>
 
FINANCIAL SCHEDULES

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

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

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

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

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


<PAGE>
 
The Lincoln National Life Insurance Company and Subsidiaries

Schedule I
Summary of Investments Other Than Investments in Related Parties

December 31, 1995
(000's omitted)

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

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

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

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

<PAGE>
 
The Lincoln National Life Insurance Company and Subsidiaries

Schedule III
Supplementary Insurance Information
(000's omitted)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>   40
                  LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT E

                      POST-EFFECTIVE AMENDMENT ON FORM N-4

                           PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(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 Account E are included 
         in Part B of this Registration Statement:

         Statement of Assets and Liability -- December 31, 1995
         Statement of Operations -- Year ended December 31, 1995
         Statements of Changes in Net Assets -- Years ended December  31, 1995 
         and 1994
         Notes to Financial Statements -- December 31, 1995
         Report of Ernst & Young LLP, Independent Auditors

    3.   Part B.  The following Consolidated Financial Statements and Schedules
         of The Lincoln National Life Insurance Company are included in Part B 
         of the Registration Statement:

         Consolidated Balance Sheets -- December 31, 1995 and 1994
         Consolidated Statements of Income -- Years ended December 31,  1995, 
         1994 and 1992
         Consolidated Statements of Shareholder's Equity -- Years  ended 
         December 31, 1995, 1994 and 1993
         Consolidated Statements of Cash Flows -- Years Ended December  31, 
         1995, 1994 and 1993
         Notes to Consolidated Financial Statements -- December 31,  1995
         Schedule I-Summary of Investments-Other than Investments in  Related
         Parties -- December 31, 1995
         Schedule III-Supplementary Insurance Information -- Years ended 
         December 31, 1995, 1994 and 1993
         Schedule IV-Reinsurance -- Years ended December 31, 1995, 1994 
         and 1993
         Schedule V-Valuation and Qualifying Accounts-- Years ended December
         31, 1995, 1994 and 1993
         Report of Ernst & Young LLP, Independent Auditors

(b)      List of Exhibits

         (10)     Consent of Ernst & Young LLP, Independent Auditors

         (14)(a)  Organizational Chart of the Lincoln National Life Insurance
                  Holding Company system
         (b)      Memorandum Concerning Books and Records



<PAGE>   41

Item 25.
                    DIRECTORS AND OFFICERS OF THE DEPOSITOR

Name       Positions and Offices with LNL
- ----       ------------------------------

Robert A. Anker**       Chairman, Chief Executive Officer and Director

Jon A. Boscia*          President, Chief Operating Officer, and Director

Carolyn P. Brody*       Second Vice President

Thomas L. Clagg*        Vice President and Associate General Counsel

Kelly D. Clevenger*     Vice President

William J. Cooper*      Vice President

Jerry Danielson*        Chief Compliance Officer

Jack D. Hunter**        Executive Vice President and General Counsel

Janet C. Whitney**      Vice President and Treasurer

Keith J. Ryan*          Vice President and Chief Financial Officer

Gabriel L. Shaheen***   Executive Vice President

John L. Steinkamp**     Vice President and Associate General Counsel

C. Suzanne Womack**     Assistant Vice President and Secretary

O. Douglas Worthington* Vice President, Controller and Assistant Treasurer


*    Principal business address is 1300 South Clinton Street, Fort Wayne,
     Indiana  46802.

**   Principal business address is 200 East Berry Street, Fort Wayne, Indiana
     46802-2706.

***  Principal business address is One Reinsurance Place, 1700 Magnavox Way,
     Fort Wayne, Indiana 46804


<PAGE>   42
Item 26.
                 PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
                        WITH THE DEPOSITOR OR REGISTRANT

  See Exhibit 14(a):  Organizational Chart of the Lincoln National Insurance
  Holding Company System

Item 27.
                            NUMBER OF CONTRACTOWNERS

  As of April 01, 1996, there were 21,013 Contract Owners (fixed and  variable).

Item 28.   Indemnification

  Refer to the initial Registration Statement.


Item 29.   Principal Underwriter


     (a)   American Funds Distributors, Inc., is also the Principal  Underwriter
           of shares of:  AMCAP Fund, Inc., American Balanced  Fund, Inc., The
           American Funds Income Series, The American Funds  Tax-Exempt Series
           I, The American Funds Tax-Exempt Series II,  American High-Income
           Trust, American Mutual Fund, Inc., Bond Fund  of America, Inc.,
           Capital Income Builder, Inc., Capital World Bond  Fund, Inc.,
           Capital World Growth and Income Fund, Inc., The Cash Management
           Trust of America, EuroPacific Growth Fund, Fundamental  Investors,
           Inc., The Growth Fund of America, Inc., The Income Fund  of America,
           Inc., The Intermediate Bond Fund of America, The  Investment Company
           of America, Limited Term Tax-Exempt Bond Fund of  America, The New
           Economy Fund, New Perspective Fund, Inc., The Tax-Exempt Bond Fund
           of America, Inc., The Tax-Exempt Money Fund of  America, The U.S.
           Treasury Money Fund of America, Washington Mutual Investors Fund,
           Inc. and SMALLCAP World Fund, Inc.

     (b)
    (1)                                 (2)

Name and Principal             Positions and Offices
Business Address               with Underwriter
- -----------------------------  ------------------------

*David L. Abzug                Assistant Vice President

Robert B. Aprison              Regional Vice President
  2983 Bryn Wood Drive
  Madison, WI  53711

William W. Bagnard             Vice President

Steven L. Barnes               Vice President
  8000 Town Line Avenue South
  Suite 204
  Minneapolis, MN  55438

#David L. Abzug                Assistant Vice President

Robert B. Aprison              Regional Vice President
  2983 Bryn Wood Drive
  Madison, WI  53711

<PAGE>   43
Item 29.  Principal Underwriter (continued)


     (b) (continued)
     (1)                              (2)


Name and Principal             Positions and Offices
Business Address               with Underwriter
- -----------------------------  ------------------------
#Richard Armstrong             Assistant Vice President

William W. Bagnard             Vice President

Steven L. Barnes               Vice President
  8000 Town Line Avenue South
  Suite 204
  Minneapolis, MN  55438

Michelle A. Bergeron           Regional Vice President
  1190 Rockmart Circle
  Kennesaw, GA 30144

Joseph T. Blair                Vice President
  27 Drumlin Road
  West Simsbury, CT 06092

Ian B. Bodell                  Regional Vice President
  5900 Robert E. Lee Court
  Nashville, TN 37215

Michael L. Brethower           Vice President
  108 Hagen Court
  Georgetown, TX  78628

C. Alan Brown                  Regional Vice President
     4619 McPherson Avenue
     St. Louis, MO  63108

*Daniel C. Brown               Director and Senior Vice President

@J. Peter Burns                Vice President
                             
Brian C. Casey                 Regional Vice President
  9508 Cable Drive
  Kensington, MO 20895

Victor C. Cassato              Vice President
  999 Green Oaks Drive
  Littleton, CO 80121

Christopher J. Cassin          Regional Vice President
  231 Burlington
  Clarendon Hills, IL 60514

<PAGE>   44
Item 29.  Principal Underwriter (continued)

     (b) (continued)
     (1)                                   (2)


Name and Principal                 Positions and Offices
Business Address                   with Underwriter
- ---------------------------------  ----------------------

*Larry P. Clemmensen               Director and Treasurer

*Kevin G. Clifford                 Senior Vice President

Ruth M. Collier                    Vice President
  145 West 67th Street, Suite 12K
  New York, NY  10023
Thomas E. Cournoyer                Vice President
  2333 Granada Boulevard
  Coral Gables, FL  33134

Douglas A. Critchell               Vice President
  1230 31st Street
  Washington, DC 20007

*Carl D. Cutting                   Vice President

Michael A. Dilella                 Vice President
  P.O. Box 661
  Ramsey, NJ  07446



G. Michael Dill                    Vice President
     3622 E. 87th Street
     Tulsa, OK 74137

Kirk D. Dodge                      Vice President
  2617 Salisbury Road
  Ann Arbor, MI 48103

Peter J. Doran                     Senior Vice President
  1205 Franklin Avenue         
  Garden City, NY 11530

*Michael J. Downer                 Secretary

Robert W. Durbin                   Vice President
  74 Sunny Lane
  Tiffin, OH  44883

Lloyd G. Edwards                   Vice President

Steven S. Fogerty                  Regional Vice President
  535 Spring club Drive
  Altamonte springs, FL 32714


<PAGE>   45
Item 29.  Principal Underwriter (continued)

     (b) (continued)
     (1)                                   (2)
Name and Principal                Positions and Offices
Business Address                  with Underwriter
- --------------------------------  -----------------------------

@Richard A. Eychner               Vice President

*Paul H. Fieberg                  Senior Vice President

*Mark P. Freeman, Jr.             Director and President

John Foder                        Regional Vice President
  5 Marlborough Street, Suite 51
  Boston, MA  02116

Clyde E. Gardner                  Vice President
  Route 2, Box 3162
  Osage Beach, MO  65056

#Evelyn K. Glassford              Vice President

Jeffrey J. Greiner                Regional Vice President
  5898 Heather Glen Court
  Dublin, OH  43017

*Paul G. Haaga, Jr.               Director

David E. Harper                   Vice President
  R.D.1, Box 210, Rte 519
  Baptistown, NJ  08825

Ronald R. Hulsey                  Regional Vice President
  6744 Avalon
  Dallas, TX  75214

*Robert L. Johansen               Vice President, Controller

*V. John Kriss                    Senior Vice President

Arthur J. Levine                  Vice President
  12558 Highlands Place
  Fishers, IN 46038

#Karl A. Lewis                    Assistant Vice President

T. Blake Liberty                  Regional Vice President
     12585-East Tennessee Circle
     Aurora, CO 80012

<PAGE>   46

Item 29. Principal Underwriter (continued)

     (b) (continued)
     (1)                                   (2)

Name and Principal              Positions and Offices
Business Address                with Underwriter
- ------------------              ------------------------

#Heather A. Maier               Assistant Vice President
                                Institutional Investment Services 
                                Division

Stephen A. Malbasa              Regional Vice President
  13405 Lake Shore Boulevard
  Cleveland, OH  44110

Steven M. Markel                Vice President
  5241 S. Race St.
  Littleton, CO  80121

*John C. Massar                 Vice President
                                
#John V. McLaughlin             Senior Vice President

E. Lee McClennahan              Vice President
     4445 N. Highway A1A, 
     Suite 232
     Vero Beach, FL  32963

Laurie B. McCurdy               Regional Vice President
  5200 Valley View Road
  Edina, MN 55436

Terry W. McNabb                 Vice President
  2002 Barrett Station Road
  St. Louis, MO  63131

*R. William Melinat             Vice President
                                Institutional Investment Services
                                Division

Patrick J. Miller               Vice President
  5304 Clipper Cove Road
  Midlothian, VA  23112

David R. Murray                 Regional Vice President
  25701 S.E. 32nd Place
  Issaauah, WA  98027

Stephen S. Nelson               Vice President
  7215 Trevor Road
  Charlotte, NC 28226


<PAGE>   47
Item 29.  Principal Underwriter (continued)


     (b) (continued)
         (1)                                 (2)

Name and Principal            Positions and Offices
Business Address              with Underwriter
- ----------------------------  ---------------------------------------

*Barbara G. Nicholich         Assistant Vice President
                              Institutional Investment Services
                              Division

Frederic Phillips             Regional Vice President
  32 Ridge Avenue
  Newton Centre, MA  02159

Steven J. Reitman             Vice President
  212 The Lane
  Hinsdale, IL 60521

Brian A. Roberts              Regional Vice President
  12025 Delonahoy Drive
  Charlotte, NC  28277

*George L. Romine             Vice President
                              Institutional Investment Services
                              Division

George S. Ross                Vice President
  55 Madison Avenue
  Morristown, NJ  07962

*Julie D. Roth                Vice President

*Christopher Rowey            Regional Vice President

Dean B. Rydquist              Vice President
  155 Willow Brook Drive
  Roswell, GA  30076

Richard R. Samson             Vice President
  4604 Glencoe Ave., #4
  Marina Del Rey, CA 90292

*R. Michael Shanahan          Chairman of the Board

David W. Short                Vice President
  1000 RIDC Plaza, Suite 212
  Pittsburgh, PA 15238

*Victor S. Sidhu              Vice President
                              Institutional Investment Services 
                              Division

<PAGE>   48
Item 29. Principal Underwriter (continued)

     (b) (continued)
     (1)                                       (2)
Name and Principal                  Positions and Offices
Business Address                    with Underwriter
- ----------------------------------  ----------------------------------------

William P. Simon, Jr.               Vice President
  554 Canterbury Lane
  Berwyn, PA  19312

*John C. Smith                      Assistant Vice President
                                    Institutional Investment Services
                                    Division

#Mark S. Smith                      Director and Senior Vice President

Rodney G. Smith                     Regional Vice President
  2350 Lakeside Blvd., #850
  Richardson, TX  75082

Daniel S. Spradling                 Senior Vice President
  #4 West Fourth Avenue, Suite 406
  San Mateo, CA  94402

Craig R. Strausser                  Regional Vice President
  308 S. Eagle Nest Lane
  Danville, CA  94506

%James P. Toomey                    Assistant Vice President

#Christopher E. Trede               Assistant Vice President

George F. Truesdail                 Vice President
  400 Abbotsford Court
  Charlotte, NC  28270

Scott W. Ursin-Smith                Regional Vice President
  606 Glenwood Avenue
  Mill Valley, CA 94941

@Andrew J. Ward                     Vice President


*David M. Ward                      Assistant Vice President
                                    Institutional Investment Services
                                    Division

Thomas E. Warren                    Regional Vice President
  1231 Starboard Lane
  Sarasota, FL 34242


<PAGE>   49
Item 29.  Principal Underwriter (continued)

     (b) (continued)
     (1)                                       (2)
Name and Principal                    Positions and Offices
Business Address                      with Underwriter
- ----------------------                -----------------------

@J. Kelly Webb                        Senior Vice President

Gregory J. Weimer                     Regional Vice President
  125 Surrey Drive
  Canonsburg, PA 15317

#Timothy W. Weiss                     Director

N. Dexter Williams                    Vice President
     Four Embarcadero Center, 
     Suite 1800
     San Francisco, CA 94111

Timothy J. Wilson                     Regional Vice President
  113 Farmview Place
  Venetia, PA 15367

*Marshall D. Wingo                    Senior Vice President

*Robert L. Winston                    Director and Senior Vice President

William Yost                          Regional Vice President
  9320 Overlook Trail
  Eden Prairie, MN 55347

Janet M. Young                        Regional Vice President
  1616 Vermont
  Houston, TX  77006



*Business Address, 333 South Hope Street, Los Angeles, CA 90071
#Business Address, 135 South State College Boulevard, Brea, CA 92621
%Business Address, 8000 IH-10, Suite 1400, San Antonio, TX  78230
@Business Address, 5300 Robin Hood Road, Norfolk, VA 23513
&Business Address, 8332 Woodfield Corssing Blvd., Indianapolis, IN 46240


     (c)  Name of Principal Underwriter: American Funds Distributors, Inc.;
          Net Underwriting Discounts and Commissions as of
          12/31/95:  $296,498.16

Item 30.  Location of Accounts and Records

     Exhibit 14(b) is hereby expressly incorporated herein by this reference.

Item 31. Management Services


     Not Applicable.

<PAGE>   50

Item 32. Undertakings

     Refer to the initial Registration Statement.

Item 33. (Additional Item) - Undertaking Concerning the Texas Optional
Retirement Program

     Refer to the initial Registration Statement.

Item 34. (Additional Item) - Undertaking Concerning Withdrawal  Restrictions
     on IRC Section 403(b) Plan Participants

     Refer to initial Registration Statement.
<PAGE>   51

                                   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 State of Indiana on this 1st day of May, 1996.

                                LINCOLN NATIONAL VARIABLE ANNUITY
                                ACCOUNT E, (Registrant)


                                By: */S/STEPHEN H. LEWIS
                                    -----------------------------
                                    Stephen H. Lewis
                                    (Signature-Officer of Depositor)
                                    Senior Vice President, LNL
                                    (Title)


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


                                By: */S/JON BOSCIA
                                    -----------------------------
                                    Jon Boscia
                                    President
                                    (Title)



     (b) As required by the Securities Act of 1933, this Amendment to the
Registration Statement has been signed for the Depositor by the following
persons in the capacities and on the dates indicated.


/S/ROBERT A. ANKER  Chairman, Chief Executive    4/30/96
- -------------------  Officer & Director           --------------------
Robert A. Anker      (Principal Executive
                     Officer)


/S/JON A. BOSCIA     President, Chief            4/30/96
- -------------------   Operating Officer and       --------------------
Jon A. Boscia         Director


/S/JACK D. HUNTER    Executive Vice President,   4/30/96
- -------------------   General Counsel & Director  --------------------
Jack D. Hunter        

/S/GABRIEL SHAHEEN   Executive Vice President    
- -------------------   & Director                  -------------------------
Gabriel Shaheen       
<PAGE>
                        SIGNATURES (continued)


*/S/ O. DOUGLAS WORTHINGTON     President, Controller     4/30/96
- ---------------------------     and Assistant Treasurer   -----------------
O. Douglas Worthington          (Principal Financial and
                                Accounting Officer)


/S/ IAN M. ROLLAND             Director                  4/30/96
- ---------------------------                               -----------------
Ian M. Rolland


/S/ H. THOMAS MCMEEKIN         Director                   
- ---------------------------                               -----------------
H. Thomas McMeekin


/S/RICHARD C. VAUGHAN          Director                  4/30/96
- ---------------------------                               -----------------
Richard C. Vaughan


* By /S/JEREMY SACHS , attorney-in-fact, pursuant to a Power of Attorney
- ---------------------  filed with Amendment No. 5 to the Registration Statement.
    Jeremy Sachs       



<PAGE>   53



                                 EXHIBIT INDEX




Exhibit Number  Exhibit Name
- --------------  -----------------------------

10              Consent of Ernst & Young LLP, Independent Auditors


14(a)           Organizational Chart of the Lincoln  National Insurance Holding
                Company System

  (b)           Memorandum Concerning Books and Records



<PAGE>   1
                                                                        EX-10 
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. 9 to the Registration Statement (Form N-4
No. 33-26032) and related Statement of Additional Information pertaining to 
the Lincoln National Variable Annuity Account E and to the use therein of our
reports (a) dated February 7, 1996 with respect to the consolidated financial
statements of The Lincoln National Life Insurance Company and (b) dated
March 6, 1996 with respect to the financial statements of Lincoln National 
Variable Annuity Account E.

                                      /S/ ERNST & YOUNG LLP

Fort Wayne, Indiana
April 26, 1996

<PAGE>   1
                               BOOKS AND RECORDS

                  LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT E

          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
certificates relating thereto.


<TABLE>
<CAPTION>
LN-Record        Location         Person to Contact              Retention
- ---------------  ---------------  -----------------------------  -----------------------------
<S>              <C>              <C>                            <C>
Annual Reports   Controllers      Eric Jones                     Permanently, the first two
To Shareholders                                                  years in an easily accessible
                                                                 place

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

Form N-SAR       Controllers      Eric Jones                     Permanently, the first two
                                                                 years in an easily accessible
                                                                 place
</TABLE>


(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


<TABLE>
<S>                   <C>          <C>                <C>
Daily reports         Product      Nancy Alford       Permanently, the first two
of securities         Admin.                          years in an easily accessible
transactions                                          place


</TABLE>

Portfolio Securities
- ---------------------------------

Not Applicable.

<PAGE>   2


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

<TABLE>
<S>                <C>             <C>                <C>
Daily Journals     Product         Judy Esterline     Permanently, the first two
                   Admin.          Nancy Alford       years in an easily accessible
                   Product                            place
                   Management
</TABLE>


(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.


<TABLE>
<S>                     <C>                <C>                            <C>
LN-Record               Location           Person to Contact              Retention
- ----------------------  -----------------  -----------------------------  --------------------------

General Ledger
- ----------------------

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

</TABLE>

Securities in Transfer
- ----------------------

Not Applicable.

Securities in Physical Possession
- -----------------------------------------

Not Applicable.

Securities Borrowed and Loaned
- -----------------------------------------

Not Applicable.

Monies Borrowed and Loaned
- -----------------------------------------

Not Applicable.





<PAGE>   3

<TABLE>
<S>                     <C>                <C>                            <C>
LN-Record               Location           Person to Contact              Retention
- ----------------------  -----------------  -----------------------------  --------------------------

Dividends and Interest Received
- -------------------------------

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

Dividends Receivable and Interest Accrued
- --------------------------------------------

LNL Trial               Controllers        Eric Jones                     Permanently, the first two
Balance (5000                                                             years in an easily accessible
series)                                                                   place
</TABLE>



(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
- ------------------------------------------

<TABLE>
<S>                     <C>                                               <C>
Daily Report            Not                                               Permanently, the first two
of Securities           Applicable                                        years in an easily accessible 
Transactions                                                              place
                                                                         
</TABLE>

(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
- --------------------

<TABLE>
<S>                     <C>                <C>                            <C>
Master file             Controllers        Eric Jones                     Permanently, the first two
record                                                                    years in an easily accessible
                                                                          place
</TABLE>





<PAGE>   4


(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.


<TABLE>
 <S>            <C>            <C>                <C>
 LN-Record      Location       Person to Contact  Retention
 -------------  -------------  -----------------  -----------------------------

 Securities Position Record
 ----------------------------

 Maintained by  State Street   Mutual Funds Div.  Permanently, the first two
 Custodian of   Bank & Trust                      years in an easily accessible
 Securities                                       place
</TABLE>


(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
- -------------------
Not Applicable.

(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
- -------------

<TABLE>
<S>                 <C>                                   <C>
UIT applica-        Not                                   Six years, the first two
tions and           Applicable                            years in an easily accessible
daily reports                                             place
of securities
transactions
</TABLE>

(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.




<PAGE>   5


LN-Record          Location          Person to Contact          Retention
- ---------          --------          -----------------          ---------

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.

Trial Balance
- -------------
<TABLE>
<S>                <C>               <C>                       <C>
LNL Trial          Controllers       Eric Jones                Permanently, the first two
Balance (5000                                                  years in an easily accessible
series)                                                        place
</TABLE>


(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).

<TABLE>
<S>                  <C>             <C>                        <C>
Advisory             Law Division    Diane Mierau                Six years, the first two
Agreements                                                       years in an easily accessible
                                                                 place
</TABLE>


(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.


<PAGE>   6


(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.


<TABLE>
<S>              <C>                      <C>                       <C>
LN-Record            Location             Person to Contact         Retention
- ---------------      ---------------      ------------------------  -----------------------------

Correspondence       Product              Nancy Alford              Six years, the first two
                     Admin.                                         years in an easily accessible
                     Product                                        place
                     Management

Proxy State-         Annuities            Nancy Alford              Six years, the first two
ments and            Division -                                     years in an easily accessible
Proxy Cards          Admin.                                         place

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

Bank Statements      Treasurers           Rusty Summers             Six years, the first two
                                                                    years in an easily accessible
                                                                    place
         
                            
</TABLE>

                              February 15, 1996

   
<PAGE>
 

                         ORGANIZATIONAL CHART OF THE
              LINCOLN NATIONAL INSURANCE HOLDING COMPANY SYSTEM 

     All the members of the holding company system are corporations, with the
exception of American States Lloyds Insurance Company, Delaware Distributors,
L.P., Founders CBO, L.P., and Lincoln National Mezzanine Fund, L.P.

                                 
- ----------------------------------
| Lincoln National Corporation   |
|  Indiana - Holding Company     |
- ----------------------------------
  |
  |  ---------------------------------------
  |--| American States Insurance Company   |
  |  | 100% - Indiana - Property/Casualty  |
  |  ---------------------------------------
  |   |  ----------------------------------------
  |   |--| American Economy Insurance Company   |
  |   |  |  100% - Indiana - Property/Casualty  |
  |   |  ----------------------------------------
  |   |    |  ----------------------------------------------
  |   |    |--| American States Insurance Company of Texas |
  |   |       |  100% - Texas - Property/Casualty          |
  |   |       ----------------------------------------------
  |   |  --------------------------------------------
  |   |--| American States Life Insurance Company   |
  |   |  |  100% - Indiana - Life/Health            |
  |   |  --------------------------------------------
  |   |  -------------------------------------------------
  |   |--| American States Lloyds Insurance Company      |
  |   |  |  Lloyds Plan  - * - Texas - Property/Casualty |
  |   |  -------------------------------------------------
  |   |  -------------------------------------------------
  |   |--| American States Preferred Insurance Company   |
  |   |  |  100% - Indiana - Property/Casualty           |
  |   |  -------------------------------------------------
  |   |  ---------------------------------
  |   |--| City Insurance Agency, Inc.   |
  |   |  |  100% - Indiana               |
  |   |  ---------------------------------
  |   |  -------------------------------------------------
  |   |--| Insurance Company of Illinois                 |
  |      |  100% - Illinois - Fire & Casualty Insurance  |
  |      -------------------------------------------------
  |
                                       1
 
<PAGE>
 
- ---------------------------------
| Lincoln National Corporation  |
|  Indiana - Holding Company    |
- ---------------------------------
  |                                      
  |  --------------------------------------
  |--| Delaware Management Holdings, Inc. |
  |  | 100% - Delaware - Holding Company  |
  |  --------------------------------------
  |   |  -------------------------------------
  |   |--| DMH Corp.                         |
  |      | 100% - Delaware - Holding Company |
  |      -------------------------------------
  |        |  --------------------------------------
  |        |--| Delaware Distributors, Inc.        |
  |        |  | 100% - Delaware - General Partner  |
  |        |  --------------------------------------
  |        |   |  ------------------------------------------------------------
  |        |   |--| Delaware Distributors, L.P.                              |
  |        |      | 100% - Delaware - Mutual Fund Distributor & Broker/Dealer|
  |        |      ------------------------------------------------------------
  |        |  ------------------------------------------
  |        |--| Delaware International Advisers Ltd.   |
  |        |  | 81.1% - Delaware - Investment Advisor  |
  |        |  ------------------------------------------
  |        |  -----------------------------------------
  |        |--| Delaware International Holdings Ltd.  |
  |        |  | 100% - Delaware - Marketing Services  |
  |        |  -----------------------------------------
  |        |    |  ----------------------------------------
  |        |    |--| Delaware International Advisers Ltd. |
  |        |       | 18.9% - Delaware - Investment Advisor|
  |        |       ----------------------------------------
  |        |  ----------------------------------------
  |        |--| Delaware Investment Counselors, Inc. |
  |        |  | 100% - Delaware - Investment Advisor |
  |        |  ----------------------------------------
  |        |  -----------------------------------------
  |        |--| Delaware Management Company, Inc.     |
  |        |  | 100% - Delaware - Investment Advisor  |
  |        |  -----------------------------------------
  |        |    |  --------------------------------------
  |        |    |--| Founders Holdings, Inc.            |
  |        |       | 100% - Delaware - General Partner  |
  |        |       --------------------------------------
  |        |         |  ---------------------------------------------
  |        |         |--| Founders CBO, L.P.                        |
  |        |            | 100% - Delaware - Investment Partnership  |
  |        |            ---------------------------------------------
  |        |              |  -------------------------------------------------
  |        |              |--| Founders CBO Corporation                      |
  |        |                 | 100% - Delaware - Co-Issuer with Founders CBO |
  |        |                 -------------------------------------------------
  |        |  --------------------------------------
  |        |--| Delaware Management Trust Company  |
  |        |  | 100% - Delaware - Trust Services   |
  |        |  --------------------------------------
  |        |  -----------------------------------------------------------
  |        |--| Delaware Service Company, Inc.                          |
  |           | 100% - Delaware - Shareholder Services & Transfer Agent |
  |           -----------------------------------------------------------
  |  ---------------------------------
  |--| The Insurers' Fund, Inc.  #   |
  |  |  100% - Maryland - Inactive   |
  |  ---------------------------------
  |

                                       2
 
<PAGE>
 
- ----------------------------------
| Lincoln National Corporation   |
|  Indiana - Holding Company     |
- ----------------------------------
  |
  |  --------------------------------------------------
  |--| LNC Administrative Services Corporation        |
  |  | 100% - Indiana - Third Party Administrator     |
  |  --------------------------------------------------
  |
  |  ----------------------------------------
  |--| 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 |
  |   |  ----------------------------------------
  |   |  --------------------------------------
  |   |--| Personal Financial Resources, Inc. |
  |   |  | 100% - Arizona - Insurance Agency  |
  |   |  --------------------------------------   
  |   |  ------------------------------------------
  |   |--| Personal Investment Services, Inc.     |
  |      | 100% - Pennsylvania - Insurance Agency |
  |      ------------------------------------------
  |
  |  ---------------------------------------------
  |--| LincAm Properties, Inc.                   |
  |  |  50% - Delaware - Real Estate Investment  |
  |  ---------------------------------------------
  |
  |
  |

                                       3


<PAGE>
 
- ---------------------------------- 
|                                |
| Lincoln National Corporation   |
|  Indiana - Holding Company     |
- ----------------------------------

  |  ------------------------------------------------
  |  | Lincoln Financial Group, Inc.                |
  |--| (formerly Lincoln National Sales Corporation)|
  |  | 100% - Indiana - Insurance Agency            |
  |  ------------------------------------------------
  |   
  |      ------------------------------------                             
  |   |--| LNC Equity Sales Corporation     |
  |   |  |  100% - Indiana - Broker-Dealer  |
  |   |  ------------------------------------
  |   | 
  |   |  ---------------------------------------------------------------
  |   |  |Corporate agencies:  Lincoln Financial Group, Inc. ("LFG")   |
  |   |--|has subsidiaries of which LFG 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  |
  |  -----------------------------------------------
  |
  |

                                       4

<PAGE>
 
- ---------------------------------- 
| Lincoln National Corporation   |
|  Indiana - Holding Company     |
- ----------------------------------
  |
  |  -----------------------------------------------
  |__| 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                             |
  |   |  -------------------------------------------------------------
  |   |    |
  |   |    |  ------------------------------------------------------------
  |   |    |  | Lincoln National Mezzanine Corporation                   |
  |   |    |--| 100% - Indiana - General Partner for Mezzanine Financing |
  |   |       | Limited Partnership                                      |
  |   |       ------------------------------------------------------------
  |   |        |  -----------------------------------------------------------
  |   |        |--| Lincoln National Mezzanine Fund, L.P.                   |
  |   |           | 50% - Delaware - Mezzanine Financing Limited Partnership|
  |   |           -----------------------------------------------------------
  |   |  ------------------------------------------
  |   |--| Lynch & Mayer, Inc.                    |
  |   |  |  100% - Indiana - Investment Adviser   |
  |   |  ------------------------------------------
  |   |    |  -------------------------------------------
  |   |    |--| Lynch & Mayer Asia, Inc.                |
  |   |    |  | 100% - Delaware - Investment Management |
  |   |    |  -------------------------------------------
  |   |    |  ------------------------------------------
  |   |    |--| Lynch & Mayer Securities Corp.         |
  |   |       |  100% - Delaware - Securities Broker   |
  |   |       ------------------------------------------
  |   |  ------------------------------------------------------
  |   |  | Vantage Global Advisors, Inc.                      |
  |   |--| (formerly Modern Portfolio Theory Associates, Inc.)|
  |      |  100% - Delaware - Investment Adviser              |
  |      ------------------------------------------------------
  |  -------------------------------------------------
  |--| The Lincoln National Life Insurance Company   |
  |  |  100% - Indiana                               |
  |  -------------------------------------------------
  |   |  ---------------------------------------------
  |   |--| First Penn-Pacific Life Insurance Company |
  |   |  | 100%  - Indiana                           |
  |   |  ---------------------------------------------
  |   |  --------------------------------------------------
  |   |--| 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                       |
  |   |  --------------------------------------------------------
  |   |  --------------------------------------------------
  |   |  | Lincoln National Growth and Income Fund, Inc.  |
  |   |--| (formerly Lincoln National Growth Fund, Inc.)  |
  |   |  |  100% - Maryland - Mutual Fund                 |
  |   |  --------------------------------------------------
  |

                                       5

<PAGE>
 
- ----------------------------------
|                                |
| Lincoln National Corporation   |
|  Indiana - Holding Company     |
- ----------------------------------
  |
  |  -------------------------------------------------
  |--| The Lincoln National Life Insurance Company   |
  |  |  100% - Indiana                               |
  |  ------------------------------------------------- 
  |      ----------------------------------------------------------
  |   |--| Lincoln National Health & Casualty Insurance Company   |
  |   |  |  100% - Indiana                                        |
  |   |  ----------------------------------------------------------
  |   |  ---------------------------------------------
  |   |--| 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                      |
  |      --------------------------------------------------------
  |         |  -------------------------------------------------
  |         |--| 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                            |
  |  ------------------------------------------------ 
  |    |  ------------------------------------------
  |    |--|  Lincoln European Reinsurance Company  |
  |    |  |  100% - Belgium                        |
  |    |  ------------------------------------------
  |    |  ----------------------------------------------------------- 
  |    |  | 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.)        |
  |       ---------------------------------------------------------- 

                                       6

<PAGE>
 
- ----------------------------------
|                                |
| Lincoln National Corporation   |
|  Indiana - Holding Company     |
- ----------------------------------
  |  -----------------------------------------------
  |--| Lincoln National Risk Management, Inc.      |
  |  |  100% - Indiana - Risk Management Services  |
  |  ----------------------------------------------- 
  |
  |  -------------------------------------------------             
  |--| Lincoln National Specialty Insurance Company  |
  |  | (formerly Western Casualty and Surety Company)|
  |  | 100% ** - Kansas - Property/Casualty          |
  |  -------------------------------------------------
  |
  |  --------------------------------------------------                
  |--| Lincoln National Structured Settlement, Inc.   |
  |  |  100% - New Jersey                             |
  |  --------------------------------------------------
  |                                           
  |  -------------------------------------------
  |  | Lincoln National (UK) PLC               |
  |--| (formerly Cannon Lincoln PLC)           |
  |  |  100% - England/Wales - Holding Company |
  |  -------------------------------------------
  |    |
  |    |  ---------------------------------------------------------     
  |    |  | Allied Westminster & Company Limited                  |
  |    |--| (formerly One Olympic Way Financial Services Limited) |
  |    |  | 100% - England/Wales - Sales Services                 |
  |    |  ---------------------------------------------------------
  |    |
  |    |  -------------------------------------      
  |    |--|Cannon Fund Managers Limited       |
  |    |  |  100% - England/Wales - Inactive  |
  |    |  -------------------------------------
  |    |
  |    |  ----------------------------------------------------------     
  |    |--| Culverin Property Services Limited                     |
  |    |  |  100% - England/Wales - Property Development Services  |
  |    |  ----------------------------------------------------------
  |    |
  |    |  ---------------------------------------------------------------  
  |    |  | HUTM Limited (formerly Hansard Unit Trust Managers Limited) | 
  |    |  | 100% - England/Wales - Unit Trust Management                |
  |    |  ---------------------------------------------------------------
  |    |
  |    |  ----------------------------------------------    
  |    |--| ILI Supplies Limited                       |
  |    |  |  100% - England/Wales - Computer Leasing   |
  |    |  ----------------------------------------------
  |    |
  |    |  ----------------------------------------------------      
  |    |--| Laurentian Financial Group PLC                   |
  |    |  | 100% - England/Wales - Holding Company           |
  |    |  ----------------------------------------------------
  |    |    |
  |    |    |  ---------------------------------------------              
  |    |    |--| Laurentian Financial Advisers Limited     |
  |    |    |  | 100% - England/Wales - Sales Company      | 
  |    |    |  ---------------------------------------------
  |    |    |
  |    |    |  ------------------------------------------------  
  |    |    |--| Laurentian Fund Management Limited           |
  |    |    |  | 100% - England/Wales - Investment Management |
  |    |    |  ------------------------------------------------
  |    |    |
  |    |    |  ---------------------------------------------------------
  |    |    |--| Laurentian Independent Financial Planning Limited     |
  |    |    |  | 100% - England/Wales - Independent Financial Adviser  |
  |    |    |  ---------------------------------------------------------

                                       7

<PAGE>
 
- ---------------------------------- 
| Lincoln National Corporation   |
|  Indiana - Holding Company     |
- ----------------------------------
  |
  |  -------------------------------------------
  |  | Lincoln National (UK) PLC               |
  |--| (formerly Cannon Lincoln PLC)           |
  |  |  100% - England/Wales - Holding Company |
  |  ------------------------------------------- 
  |   |  
  |   |  ------------------------------------------
  |   |--| Laurentian Financial Group PLC         |
  |   |  | 100% - England/Wales - Holding Company |
  |   |  ------------------------------------------
  |   |   |  -----------------------------------------
  |   |   |--| Laurentian Life PLC                   |
  |   |   |  | 100% - England/Wales - Life Insurance |
  |   |   |  -----------------------------------------
  |   |   |   |  
  |   |   |   |  ----------------------------------------- 
  |   |   |   |--|Barnwood Property Group Limited        |
  |   |   |   |  |100% - England/Wales - Holding Company |
  |   |   |   |  -----------------------------------------
  |   |   |   |    | 
  |   |   |   |    |  ---------------------------------------------
  |   |   |   |    |--| Barnwood Developments Limited             |
  |   |   |   |    |  | 100% England/Wales - Property Development |
  |   |   |   |    |  ---------------------------------------------
  |   |   |   |    |  ----------------------------------------------
  |   |   |   |    |--| Barnwood Properties Limited                |
  |   |   |   |       | 100% - England/Wales - Property Investment |
  |   |   |   |       ----------------------------------------------
  |   |   |   |  --------------------------------------------------------  
  |   |   |   |--|IMPCO Properties Limited                              |
  |   |   |      |100% - England/Wales - Property Investment (Inactive) |
  |   |   |      --------------------------------------------------------
  |   |   |  ---------------------------------------------
  |   |   |--| Laurentian Management Services Limited    |
  |   |   |  | 100% - England/Wales - Management Services|
  |   |   |  ---------------------------------------------
  |   |   |   |  ----------------------------------
  |   |   |   |--| Jobprofit Limited              |
  |   |   |   |  | 100% - England/Wales - Dormant |
  |   |   |   |  ----------------------------------
  |   |   |   |  --------------------------------------------------
  |   |   |   |--|Laurit Limited                                  |
  |   |   |      |100% - England/Wales - Data Processing Systems  |
  |   |   |      --------------------------------------------------
  |   |   |  ----------------------------------------- 
  |   |   |--| Laurentian Milldon Limited            |   
  |   |   |  | 100% - England/Wales - Sales Company  |   
  |   |   |  -----------------------------------------
  |   |   |  ------------------------------------------------
  |   |   |--| Laurentian Unit Trust Management Limited     |
  |   |   |  | 100% - England/Wales - Unit Trust Management |
  |   |   |  ------------------------------------------------
  |   |   |   |  -------------------------------------------   
  |   |   |   |--| LUTM Nominees Limited                   |
  |   |   |      | 100% - England/Wales - Nominee Services |
  |   |   |      -------------------------------------------
  |   |   |  ------------------------------------------------------------
  |   |   |--| Laurtrust Limited                                        |
  |   |   |  | 100% - England/Wales - Pension Scheme Trustee (Inactive) |
  |   |   |  ------------------------------------------------------------
  |   |   |  -----------------------------------------
  |   |   |--| The Money Club Direct Company Limited |
  |   |      | 100% - Dormant                        |
  |   |      -----------------------------------------
  |   |
  |   |  ------------------------------------------
  |   |--| Liberty Life Assurance Company Limited |
  |   |  | 100% - England/Wales - Life Assurance  |
  |   |  ------------------------------------------
  |   |  -------------------------------------------------
  |   |--| Liberty Life Pension Trustee Company Limited  |
  |   |  | 100% - England/Wales - Corporate Pension Fund |
  |   |  -------------------------------------------------
  |   |  --------------------------------------------
  |   |--| Liberty Press Limited                    |
  |   |  | 100% - England/Wales - Printing Services |
  |   |  --------------------------------------------

                                       8

<PAGE>
 

- ---------------------------------- 
| Lincoln National Corporation   |
|  Indiana - Holding Company     |
- ----------------------------------
  |
  |                                           
  |  ------------------------------------------
  |  |Lincoln National (UK) PLC               |
  |--|(formerly Cannon Lincoln PLC)           |
  |  | 100% - England/Wales - Holding Company |
  |  ------------------------------------------
  |   |                                               
  |   |  ----------------------------------------------
  |   |  |Lincoln Assurance Limited                   |
  |   |--|(formerly Cannon Assurance Limited)         |
  |   |  |  100% ** - England/Wales - Life Assurance  |
  |   |  ----------------------------------------------
  |   |                                                    
  |   |  ---------------------------------------------------
  |   |  | Lincoln Fund Managers Limited                   |
  |   |--| (formerly Cannon Lincoln Fund Managers Limited) |
  |   |  | 100% - England/Wales - Unit Trust Management    |
  |   |  ---------------------------------------------------
  |   |                                                       
  |   |  ------------------------------------------------------
  |   |  | Lincoln Insurance Services Ltd.                    |
  |   |--| (formerly: Cannon Lincoln Insurance Services Ltd.) |
  |   |  | 100% - Holding Company                             |
  |   |  ------------------------------------------------------
  |   |    |                                    
  |   |    |  -----------------------------------
  |   |    |--| British National Life Sales Ltd.|
  |   |    |  | 100% - Inactive                 |
  |   |    |  -----------------------------------
  |   |    |                                                  
  |   |    |  -------------------------------------------------
  |   |    |--| BNL Trustees Limited                          |
  |   |    |  | 100% - England/Wales - Corporate Pension Fund |
  |   |    |  -------------------------------------------------
  |   |    |                                        
  |   |    |  ---------------------------------------
  |   |    |--| Chapel Ash Financial Services Ltd.  |
  |   |    |  | 100% - Direct Insurance Sales       |
  |   |    |  ---------------------------------------
  |   |    |                                                 
  |   |    |  ------------------------------------------------
  |   |    |  | Lincoln General Insurance Co. Ltd.           |
  |   |    |--| (formerly: Cannon General Insurance Co. Ltd. |
  |   |    |  | 100% - Accident & Health Insurance           |
  |   |    |  ------------------------------------------------
  |   |    |                             
  |   |    |  ----------------------------
  |   |    |--| P.N. Kemp-Gee & Co. Ltd. |
  |   |       | 100% - Inactive          |
  |   |       ----------------------------
  |   |                                                            
  |   |  -----------------------------------------------------------
  |   |  | Lincoln Investment Management Limited                   |
  |   |--| (formerly Cannon Lincoln Investment Management Ltd.)    |
  |   |  |  100% - England/Wales - Investment Management Services  |
  |   |  -----------------------------------------------------------
  |   |    |                                                  
  |   |    |  -------------------------------------------------
  |   |    |--| CL CR Management Ltd.                         |
  |   |       | 50% - England/Wales - Administrative Services |
  |   |       -------------------------------------------------
  |   |                                                     
  |   |  ----------------------------------------------------
  |   |  | Lincoln National Training Services Limited       |
  |   |--| (formerly Cannon Lincoln Training Services Ltd.) |
  |   |  | 100% - England/Wales - Training Company          |
  |   |  ----------------------------------------------------
  |   |                                                    
  |   |  --------------------------------------------------- 
  |   |  | Lincoln Pension Trustees Limited                |
  |   |--|(formerly Cannon Pension Trustees Limited)       |
  |   |  |  100% - England/Wales - Corporate Pension Fund  |
  |   |  ---------------------------------------------------
  |   |                                                     
  |   |  ----------------------------------------------------
  |   |  | LN Management Limited                            |
  |   |--| (formerly: Cannon Lincoln Management Limited)    |
  |   |  |  100% - England/Wales - Administrative Services  |
  |   |  ----------------------------------------------------
  |   |    |                                      
  |   |    |  -------------------------------------
  |   |    |--| UK Mortgage Securities Limited    |
  |   |       | 100% - England/Wales - Inactive   |
  |   |       -------------------------------------
  |   |

                                       9

<PAGE>
 
                                                           ATTACHMENT #1
                        LINCOLN FINANCIAL GROUP, INC.
                        CORPORATE AGENCY SUBSIDIARIES

1)   Lincoln Financial Group, Inc. (AL)
2)   Lincoln Southwest Financial Group, Inc. (Phoenix, AZ)
3)   Lincoln Financial and Insurance Services Corporation (Walnut Creek, CA)
3a)  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 Sales Corporation of Connecticut (formerly: The Lincoln
     Financial Group, Inc.) (Norwalk, CT)
6)   Lincoln National Financial Services, Inc. (Lake Worth, FL)
7)   CMP Financial Services, Inc. (Chicago, IL)
8)   Lincoln National Sales Corporation of Indiana, Inc. (Indianapolis, IN)
9)   Lincoln Financial Group of Northern Indiana, Inc. (Fort Wayne, IN)
10)  The Financial Group, Inc. (Mission, KS)
10a) Financial Planning Partners, Ltd. (Mission, KS)
11)  The Lincoln National Financial Group of Louisiana, Inc. (Shreveport,
     LA)
12)  Benefits Marketing Group, Inc. (D.C. & Chevy Chase, MD)
13)  Morgan Financial Group, Inc. (Baltimore, MD)
14)  Lincoln Financial Services and Insurance Brokerage of New England, Inc.
     (formerly: Lincoln National of New England Insurance Agency, Inc.) 
     (Worcester, MA)
15)  Lincoln Financial Group of Michigan, Inc. (Troy, MI)
15a) Financial Consultants of Michigan, Inc. (Troy, MI)
16)  Lincoln Financial Group of Missouri, Inc. (formerly: John J. Moore &
     Associates, Inc.) (St. Louis, MO)
17)  Financial Associates, Inc. (Omaha, NE)
18)  Beardslee & Associates, Inc. (Clifton, NJ)
19)  Lincoln Financial Group, Inc. (formerly: Resources/Financial, Inc.)
     (Albuquerque, NM)
20)  Lincoln Financial Group/Carolinas, Inc. (Charlotte, NC)
21)  Lincoln Cascades, Inc. (Portland, OR)
22)  Lincoln Financial Services, Inc. (Pittsburgh, PA)
23)  Lincoln National Financial Group of Philadelphia, Inc. 
     (Philadelphia, PA)
23a) Cavalier Financial Planners, Inc. (Philadelphia, PA) 
24)  Lincoln Financial Group, Inc. (Salt Lake City, (UT)
25)  Lincoln Financial Services of Virginia, Inc. (Norfolk, VA)
     (DBA/Group Concepts Unlimited)

                                       11
 



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