LINCOLN NATIONAL FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT F
485BPOS, 1996-05-01
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<PAGE>
    
      As filed with the Securities and Exchange Commission on May 1, 1996
     
                                                       Registration No. 33-14692
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                            -----------------------
    
                       POST-EFFECTIVE AMENDMENT NO. 12 TO
                                    FORM S-6
     
               FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                    OF SECURITIES OF UNIT INVESTMENT TRUSTS
                           REGISTERED ON FORM N-8B-2
                            ------------------------

           LINCOLN NATIONAL FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT F
                             (Exact name of Trust)


                  THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
                              (Name of depositor)

                           1300 South Clinton Street
                                 P.O. Box 1110
                             Fort Wayne, IN  46801
         (Complete address of depositor's principal executive offices)
                           -------------------------

Name and complete address
of agent for service:                  Copy to:

Carl L. Baker, Esquire                 Roy V. Washington, Esquire
Vice President &                       Associate Counsel
Deputy General Counsel                 The Lincoln National
The Lincoln National                   Life Insurance Company
Life Insurance Company                 1300 South Clinton Street
1300 South Clinton Street              P.O. Box 1110
P.O. Box 1110                          Fort Wayne, Indiana 46801
Fort Wayne, IN  46801

                           -------------------------
    
     Flexible Premium Variable Life Insurance Policies -- Registration of
indefinite amount of securities pursuant to Rule 24f-2 under the Investment
Company Act of 1940.  The 24f-2 Notice for the trust's most recent fiscal year,
1995, was filed with the Securities and Exchange Commission on February 27,
1996.
     
     This filing is made pursuant to Rule 6c-3 and Rule 6e-3(T), as amended,
under the Investment Company Act of 1940.

    
     It is proposed this post-effective amendment become effective pursuant to
Rule 485(b) on May 1, 1996.
     
 
================================================================================
<PAGE>
 
                      RECONCILIATION AND TIE BETWEEN ITEMS
                       IN FORM N-8B-2 AND THE PROSPECTUS
         FOR LINCOLN NATIONAL FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT F

N8B-2 ITEM     CAPTION IN PROSPECTUS
- ----------     ---------------------

1              Cover Page
2              Cover Page
3              Not applicable
4              Lincoln Life
5              Lincoln Life
6              The Separate Account
7              Not applicable
8              Not applicable
9              Legal Proceedings
10             The Separate Account; Surrender of the Policy; The Policy;
               Premium Payment and Allocation of Premiums; Policy Lapse and
               Reinstatement; Voting Rights; Policy Changes; Addition,
               Deletion, and Substitution of Investments; Guaranteed Death
               Benefit
11             Lincoln Life; The Separate Account
12             Lincoln Life; The American Variable Insurance Series
13             Charges and Deductions
14             Requirements for Issuance of Policy
15             Premium Payment and Allocation of Premiums
16             Premium Payment and Allocation of Premiums
17             Surrender of the Policy
18             The Separate Account
19             Reports and Records; Projections of Benefits & Values
20             Not Applicable
21             Loans
22             Not applicable
23             Safekeeping of the Account's Assets
24             General Provisions
25             Lincoln Life
26             Not applicable
27             Lincoln Life
28             Executive Officers and Directors of Lincoln National Life
               Insurance Co.
29             Lincoln Life
30             Not applicable
31             Not applicable
32             Not applicable
33             Not applicable
34             Not applicable
35             Distribution of The Policy
36             Not applicable
<PAGE>
 
N8B-2 ITEM    CAPTION IN PROSPECTUS
- ----------    ---------------------

37            Not applicable
38            Distribution of the Policy
39            Distribution of the Policy
40            Not applicable
41            Lincoln Life; Distribution of the Policy
42            Not applicable
43            Not applicable
44            Not applicable
45            Not applicable
46            Not applicable
47            The Separate Account
48            Not applicable
49            Not applicable
50            The Separate Account
51            Lincoln Life; Premium Payment and Allocation of Premiums; Charges
              Against the Account
52            Addition, Deletion and Substitution of Investments
53            Federal Tax Matters
54            Not applicable
55            Not applicable
56            Not applicable
57            Not applicable
58            Not applicable
59            Not applicable
<PAGE>
 
American Legacy Life

Lincoln Life Flexible Premium Variable Life
Account F individual flexible premium
variable life insurance policy

issued by:
Lincoln National Life Insurance Co.
1300 South Clinton Street
P.O. Box 1110
Fort Wayne, Ind. 46801
(800) 348-0851

The flexible premium variable life insurance policy (policy) offered by Lincoln
National Life Insurance Co. (Lincoln Life) and described in this prospectus is
designed to provide life insurance protection.  A policy may be issued only to
persons age 80 or younger and only for an initial premium of $10,000 or more. 
The owner may pay a single premium, or subject to certain restrictions, vary the
frequency and amount of premium payments.  The level of life insurance benefits
payable under the policy may also be increased or decreased subject to certain
restrictions.

An owner may allocate amounts to the Lincoln Life Flexible Premium Variable Life
Account F (Separate Account).  Amounts allocated to the Separate Account may be
invested in the American Variable Insurance Series, which has eight funds
available:

    
 .  Growth Fund
 .  International Fund
 .  Growth-Income Fund
 .  Asset Allocation Fund
 .  High-Yield Bond Fund
 .  Bond Fund
 .  U.S. Government/AAA-Rated Securities Fund
 .  Cash Management Fund     

The amount of the death benefit may, and the policy value will, reflect the
investment experience of the chosen subaccounts of the Separate Account and
interest credited to the policy on loans held in the General Account, as well as
the frequency and amount of premiums, and the charges assessed in connection
with the policy.  As long as the policy remains in force, the death benefit will
not be less than the current specified amount of the policy.  The policy will
remain in force so long as net cash surrender value is sufficient to pay the
monthly deductions imposed in connection with the policy.  The owner bears the
entire investment risk for all amounts allocated to the Separate Account; no
minimum policy value or net cash surrender value is guaranteed.

The purchase and ownership of the policy involves various charges which are
explained under the heading "Charges and deductions" on page 8.

It may not be advantageous to purchase a policy as:  (1) a replacement for
another type of life insurance; or, (2) to obtain additional insurance
protection if the purchaser already owns another flexible premium variable life
insurance policy.

The policy is or may be a Modified Endowment Contract.  A life insurance policy
becomes a Modified Endowment Contract if the premiums paid for the policy exceed
certain limits referred to as the 7-pay Limitation.  Because the issue premium
normally exceeds the 7-pay Limitation, the policy will likely be a Modified
Endowment Contract unless it is purchased with cash values transferred from a
pre-existing life insurance policy which is not a Modified Endowment Contract
and the transfer meets the requirements for a tax-free exchange.  The taxation
of loans from, or surrenders of, a Modified Endowment Contract is generally less
favorable than applies to such distributions from a life insurance policy that
is not a Modified Endowment Contract.  In particular, loans or surrenders made
from a Modified Endowment Contract are normally reportable income to the extent
of any gain in the policy and such income will also be subject to an additional
10% income tax if the loan is taken before the owner attains age 59 1/2.

This prospectus is valid only if accompanied or preceded by a prospectus for
American Variable Insurance Series.

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

Please read this prospectus carefully and retain it for future reference.
    
The date of this prospectus is April 30, 1996.
     
<PAGE>
 
<TABLE> 
<CAPTION> 

Table of contents
                                                                                   Page
- ---------------------------------------------------------------------------------------
<S>                                                                                <C> 
Summary of the policy                                                                 3
- ---------------------------------------------------------------------------------------
Lincoln Life and the Separate Account
Lincoln Life                                                                          5
The Separate Account                                                                  5
The investment advisor                                                                5
Addition, deletion or substitution of investments                                     5
- ---------------------------------------------------------------------------------------
The policy
Requirements for issuance of a policy                                                 6
Premium payment and allocation of premiums                                            6
Dollar Cost Averaging Program                                                         7
Effective date                                                                        7
Right to examine policy                                                               7
Policy termination                                                                    7
- ---------------------------------------------------------------------------------------
Charges and deductions
Surrender charge                                                                      8
Cost of insurance charges                                                             8
Charges against the Separate Account                                                  8
Reduction of charges                                                                  9
- ---------------------------------------------------------------------------------------
Policy benefits
Death benefit                                                                        10
Guaranteed death benefit                                                             10
Policy changes                                                                       10
Policy value                                                                         11
Transfer between subaccounts                                                         12
Loans                                                                                12
Policy lapse and reinstatement                                                       13
Surrender of the policy                                                              13
Proceeds and payment options                                                         13
- ---------------------------------------------------------------------------------------
General provisions
The contract                                                                         13
Suicide                                                                              14
Representations and contestability                                                   14
Incorrect age or sex                                                                 14
Change of owner or beneficiary                                                       14
Assignment                                                                           14
Reports and records                                                                  14
Projection of benefits and values                                                    14
Postponement of payments                                                             14
Accelerated Benefit Election Rider                                                   15
- ---------------------------------------------------------------------------------------
Distribution of the policy                                                           15
- ---------------------------------------------------------------------------------------
Federal tax matters
Tax status of the policy                                                             15
Tax treatment of policy benefits                                                     16
Taxation of the Separate Account                                                     17
- ---------------------------------------------------------------------------------------
Voting rights                                                                        17
- ---------------------------------------------------------------------------------------
State regulation of Lincoln Life
and the Separate Account                                                             18
- ---------------------------------------------------------------------------------------
Safekeeping of the account's assets                                                  18
- ---------------------------------------------------------------------------------------
Legal proceedings                                                                    18
- ---------------------------------------------------------------------------------------
Experts                                                                              18
- ---------------------------------------------------------------------------------------
Additional information                                                               18
- ---------------------------------------------------------------------------------------
Appendix A: Executive Officers & Directors 
            of Lincoln National Life 
            Insurance Co.                                                            20
- ---------------------------------------------------------------------------------------
Appendix B: Illustrations of policy values                                           25
- ---------------------------------------------------------------------------------------
Appendix C: Definitions                                                              32
- ---------------------------------------------------------------------------------------
Financial statements                                                                 34
</TABLE> 

<PAGE>
 
Summary of the policy

The following summary is intended to give you a brief explanation of the most
important features of your policy. The Summary is not comprehensive and is
entirely qualified by more specific information contained elsewhere in this
prospectus. Throughout this prospectus, in order to make the following documents
more understandable, we have italicized the special terms.

What type of policy am I purchasing?

Your policy is a flexible premium variable life insurance policy whose primary
purpose is to provide life insurance protection on the insured. As long as your
policy remains in force, the policy will provide for: (1) the payment of a death
benefit to a beneficiary upon the insured's death; (2) policy loan privileges
and surrender privileges; and (3) the payment of the net cash surrender value to
the owner, if living, on the maturity date.

How does the life insurance 
protection work?

The policy provides for the payment of benefits upon the death of the insured.
So long as your policy remains in force, the minimum death benefit payable under
either option will be the current specified amount, reduced by any outstanding
loan and any due and unpaid charges. Under certain conditions, a guaranteed
death benefit on the life of the insured in an amount equal to the sum of all
premiums paid will be provided until the maturity date despite the lapse of the
policy.

You also have flexibility to adjust the death benefit prior to the maturity date
by increasing or decreasing the specified amount of the policy. During the first
two policy years, the insured may apply for an increase equal to the lesser of
10% of the original specified amount or $25,000, without evidence of
insurability.

How are the premiums flexible?

The owner may choose to pay a single premium or may have flexibility concerning
the amount and frequency of premium payments. An issue premium approximately
equal to 80% of the federal maximum premium limitation (as defined in Section
7702 of the Internal Revenue Code of 1986, as amended) is required to issue the
policy. An owner who has not paid the federal maximum premium limitation may,
subject to certain restrictions, make premium payments at any time and in any
amount and at any frequency.

What makes my policy variable?

Your policy is described as variable because the death benefit and the policy
value can vary with the investment performance of amounts you have allocated to
the subaccounts you have selected. While you bear the entire investment risk on
such amounts, you also enjoy the opportunity to obtain market rates of return on
those amounts.

What funds are available to select?

    
You have the option to allocate amounts to one or more subaccounts of the
Separate Account. Currently the American Variable Insurance Series consists of
eight funds available for investment by the subaccounts:     

The Growth Fund seeks growth of capital by investing primarily in common stocks
or securities with common stock characteristics.

The International Fund seeks long term growth of capital by investing primarily
in securities of issuers domiciled outside the United States.

The Growth-Income Fund seeks growth of capital and income by investing primarily
in common stocks, but other securities may be held when deemed advisable,
including preferred stocks and corporate bonds, including convertible bonds.

The Asset Allocation Fund seeks total return (including income and capital
gains) and preservation of capital over the long term through a diversified
portfolio that can include common stock and other equity type securities (such
as convertible bonds and preferred stock), bonds and other intermediate and 
long-term fixed-income securities and money market instruments (debt securities
maturing in one year or less).

The High-Yield Bond Fund seeks high current income and secondarily seeks capital
appreciation by investing primarily in intermediate and long term corporate
obligations, with emphasis on higher yielding, higher risk, lower rated or
unrated securities. In addition to other risks, high-yield, high-risk bonds
(also known as "junk bonds") are subject to greater fluctuations in value and
risk of loss of income and principal due to default by the issuer than are
investments in lower yielding, higher rated bonds. For further information on
the risks associated with such securities, please refer to the prospectus for
the American Variable Insurance series, which must accompany or precede this
prospectus and which should be read carefully.

    
The Bond 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.     

The U.S. Government/AAA-Rated Securities 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 United
States Government and other debt securities rated AAA or Aaa.

The Cash Management Fund seeks high current yield while preserving capital by
investing in a diversified selection of money market instruments.


                                                                               3
<PAGE>

     
Please consult your investment dealer for current information about the Bond
Fund's availability.]     

How are premiums processed?

    
You determine in the application what portions of net premiums are to be
allocated to the various subaccounts of the Separate Account. Prior to the
record date, net premiums are automatically allocated to the Cash Management
Fund. After the record date, the policy value and all subsequent net premiums
will automatically be invested in the subaccounts of the Separate Account in
accord with your instructions in the application. You may change future
allocations of net premiums at any time without charge by notifying us in
writing. Subject to certain restrictions, you may transfer amounts among the
subaccounts of the Separate Account.     

When does my policy terminate?

Your policy may terminate due to any one of the following: voluntary return or
surrender of the policy, lapse due to insufficient net cash surrender value,
payment of the death benefit, or maturity. During the free look period, you may
return the policy for a refund of all premiums paid. Anytime after the free look
period, you may surrender the policy and receive its net cash surrender value.
In addition to these rights, during the first 24 policy months, the owner may
exchange this policy for a policy of fixed-benefit insurance on the insured's
life under any compatible flexible premium adjustable life policy offered by us.

Do I have access to the policy values?

You may access the net cash surrender value through loans. You may borrow the
net cash surrender value at any time. Loans decrease both the death benefit and
future policy values and may have federal income tax consequences.

What charges and deductions are made from my policy?

Surrender Charge. During the first 10 years of the policy, a Contingent Deferred
Sales Charge, called the surrender charge, will be deducted from your policy
value upon lapse or voluntary surrender as compensation for distribution
expenses we incur in the sales process. These distribution expenses include
sales commissions, the cost of printing, the prospectus and sales literature,
and any advertising costs. The initial surrender charge is calculated as 9% of
total premiums paid in the first policy year. Lower sales charges will result if
payment of premium in excess of the issue premium (but subject to federal
maximum premium limitations) is deferred until after the first policy year. The
surrender charge will not exceed $56 per $1000 of specified amount. The 
surrender charge will equal the amounts shown below.
 
                                   Percent of total premiums
During policy year                 paid in first policy year
- ------------------------------------------------------------
 1                                 9.0%
 2                                 8.5%
 3                                 8.0%
 4                                 7.0%
 5                                 6.0%
 6                                 5.0%
 7                                 4.0%
 8                                 3.0%
 9                                 2.0%
10                                 1.0%

Cost of insurance charge. The policy value will be reduced on each monthly
anniversary by the cost of insurance charge.

Charges against the Separate Account. A daily mortality and expense risk charge
equivalent to an annual rate of .85% of the daily net assets of the Separate
Account is imposed for the first ten years. In subsequent years, this charge is
reduced to an annual rate of .75%. In addition, a daily administrative charge
equal to an annual rate of .30% of the daily net assets of the Separate Account
is imposed for the first ten years; in subsequent years, this charge is reduced
to .10%. Finally, a daily charge equivalent to an annual rate of .10% of the
daily net assets of the Separate Account is imposed for the first ten years for
the assumption of the guaranteed death benefit risk.

No charges are currently made from the Separate Account for federal or state
income taxes. Should Lincoln Life determine that such taxes may be imposed, the
company reserves the right to make deductions from the policy to pay those
taxes.

In addition, because the Separate Account purchases shares of the funds
involved, the value of the net assets of these subaccounts of the Separate
Account will reflect the fees of the Investment Advisor and other miscellaneous
expenses incurred by those funds.

How is my policy and its benefits taxed?

The taxation of life insurance death benefits and distributions is complex and
is discussed in detail under "Federal tax matters" on pages 15-17. You should
note in particular that the taxation of loans and surrenders of a life insurance
policy that becomes a Modified Endowment Contract is generally less favorable
than applies to such distributions from a life insurance policy that is not a
Modified Endowment Contract. Your policy will be a Modified Endowment Contract
if the premiums you pay exceed certain limits referred to as the 7-pay
Limitation. Because the issue premium normally exceeds the 7-pay Limitation,
your policy will likely be a Modified Endowment Contract unless you purchase the
policy with cash values transferred from a pre-existing life insurance policy
which is not a Modified Endowment Contract and the transfer meets the
requirements for a tax-free exchange. You should note, in particular, that loans
or surrenders made from a Modified Endowment Contract

4
<PAGE>
 
are normally reportable income to the extent of any gain in the policy and such
income will also be subject to an additional 10% income tax if the loan is taken
before you attain age 591/2. A qualified tax advisor should be able to help you
determine the tax status of your policy.

Lincoln Life and the 
Separate Account 

Lincoln Life

Lincoln National Life Insurance Co. is a stock life insurance company
incorporated under the laws of Indiana on June 12, 1905. Lincoln Life is
principally engaged in offering individual life insurance policies and annuity
policies, and ranks among the largest United States stock life insurance
companies in terms of assets and life insurance in force. Lincoln Life is also
one of the leading life reinsurers in the United States. Lincoln Life is
licensed in all states (except New York) and the District of Columbia, Guam, and
the Virgin Islands.

Lincoln Life is wholly owned by Lincoln National Corp., a publicly held
insurance holding company incorporated under Indiana law on January 5, 1968. The
principal office of Lincoln Life is located at 1300 South Clinton Street, Fort
Wayne, Ind. 46802. The Principal office of Lincoln National Corp. is located at
200 East Berry Street, Fort Wayne, Ind. 46802. Through subsidiaries, Lincoln
National Corp. engages primarily in the issuance of health-life insurance and
annuities, property-casualty insurance, and other financial services.

The Separate Account

Lincoln Life Flexible Premium Variable Life Account F (Separate Account) was
established by Lincoln Life as a Separate Account on May 29, 1987. Although the
assets of the Separate Account are the property of Lincoln Life, the laws of
Indiana under which the Separate Account was established provide that the assets
in the Separate Account attributable to the policies are not chargeable with
liabilities arising out of any other business which Lincoln Life may conduct.
The assets of the Separate Account shall, however, be available to cover the
liabilities of the General Account of Lincoln Life to the extent that the
Separate Account's assets exceed its liabilities arising under the policies
supported by it. The assets of the Separate Account 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. The New York Stock Exchange is currently closed on
the following holidays: New Year's Day, Washington's Birthday, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

The Separate Account has been registered as an investment company under the
Investment Company Act of 1940 and meets the definition of "Separate Account"
under federal securities laws. Registration with the Securities and Exchange
Commission does not involve supervision of the management or investment
practices or policies of the Separate Account or Lincoln Life by the Commission.

    
The Separate Account is divided into eight subaccounts. Each subaccount invests
exclusively in shares of one of the funds comprising the American Variable
Insurance Series: the Growth Fund, the International Fund, the Growth-Income
Fund, the Asset Allocation Fund, the High-Yield Bond Fund, the Bond Fund, the
U.S. Government/AAA-Rated Securities Fund, and the Cash Management Fund. Income
and both realized and unrealized gains or losses from the assets of the Separate
Account are credited to or charged against the Separate Account without regard
to the income, gains or losses arising out of any other business Lincoln Life
may conduct. The funds are also invested in by variable annuity contract
holders. For an explanation of the risk involved with mixed and/or shared
funding, see the prospectus for the underlying funds.    

There is no assurance that any fund of the American Variable Insurance Series
will achieve its stated investment objective. For a complete description of the
American Variable Insurance Series, please refer to the prospectus for the
series which must accompany or precede this prospectus and which should be read
carefully.

The investment advisor

Capital Research and Management Co., an investment management organization
founded in 1931, is the investment advisor to the series and other mutual funds,
including those in The American Funds Group. Capital Research and Management Co.
is located at 333 South Hope Street, Los Angeles, Calif. 90071 and 135 South
State College Boulevard, Brea, Calif. 92621.

Addition, deletion, or substitution 
of investments

Lincoln Life does not control the investment advisor and therefore cannot
guarantee that the American Variable Insurance Series or any particular funds
will be available for investment by the subaccounts. Lincoln Life reserves the
right, subject to compliance with applicable law, to make additions to,
deletions from, or substitutions for the shares that are held by the Separate
Account or that the Separate Account may purchase. Lincoln Life reserves the
right to eliminate the shares of any fund and to substitute shares of another
open-end, registered investment company, if the shares are no longer available
for investment, or if in the judgment of Lincoln Life further investment in any
fund should become inappropriate in view of the purposes of the Separate
Account. Lincoln Life will not substitute any shares attributable to an owner's
interest in a subaccount of the Separate Account without notice and prior to
approval of the Securities and Exchange Commission, to the extent required by
the Investment Company Act of 1940 or other applicable law. Nothing contained
herein shall prevent the Separate Account from purchasing other securities for
other series or classes of policies, or from permitting a conversion 

                                                                               5
<PAGE>
 

between series or classes of policies on the basis of requests made by
policyowners.

Lincoln Life also reserves the right to establish additional subaccounts of the
Separate Account, each of which would invest in a new fund or series of a fund,
or in shares of another investment company, with a specified investment
objective. New subaccounts may be established when, at the sole discretion of
Lincoln Life, marketing needs or investment conditions warrant, and any new
subaccounts may be made available to existing policyowners on a basis to be
determined by Lincoln Life. Lincoln Life may also eliminate one or more
subaccounts if, in its sole discretion, marketing, tax, or investment conditions
warrant.

In the event of any such substitution or change, Lincoln Life may by appropriate
endorsement make such changes in the policy as may be necessary or appropriate
to reflect such substitution or change. If deemed by Lincoln Life to be in the
best interests of persons having voting rights under the Policies, the Separate
Account may be operated as a management company under the Investment Company Act
of 1940, it may be deregistered under that Act in the event such registration is
no longer required, or it may be combined with other Lincoln Life separate
accounts.

The policy

Requirements for issuance of a policy

Individuals wishing to purchase a policy must send a completed application to
Lincoln Life, 1300 South Clinton Street, Fort Wayne, Ind. 46802. The minimum
specified amount of a policy is $10,000; the minimum acceptable premium is
$10,000. A policy will generally be issued only to insureds 80 years of age or
under who supply satisfactory evidence of insurability sufficient to Lincoln
Life. Acceptance is subject to Lincoln Life's underwriting rules and, except in
California, Lincoln Life reserves the right to reject an application for any
reason.

    
Additional insurance on the life of other persons may be applied for by
supplemental application. Approval of the additional insurance will be subject
to evidence of insurability satisfactory to Lincoln Life.     

Premium payment and allocation of premiums

Subject to certain limitations, an owner has considerable flexibility in
determining the frequency and amount of premiums. The first year issue premium
is the only premium payment required under the policy, although additional
premiums may be necessary to keep the policy in force. Payment of the issue
premium will not guarantee that the policy will remain in force. The amount of
the first year issue premium is based on the insured's issue age and the
specified amount of the policy and is approximately equal to 80% of the federal
maximum premium limitation at issue, as described below. The owner must pay the
issue premium in full on or before the record date and may pay as much as 100%
of the federal maximum premium limitation at issue.

Any owner who has not chosen to pay the federal maximum premium limitation at
issue will also define a planned periodic premium schedule that provides for
payment of a level premium (which may be zero) at fixed intervals for a
specified period of time. The owner is not required to pay premiums in accord
with this schedule. Furthermore, the owner has flexibility to alter the amount,
frequency, and the time period over which planned periodic premiums are paid.
Failure to pay planned periodic premiums will not of itself cause the policy to
lapse, nor will the payment of planned periodic premiums guarantee that the
policy will remain in force. The policy will lapse any time outstanding loans
exceed policy value less surrender charge or policy value less outstanding loans
and less surrender charge is insufficient to pay certain monthly deductions, and
a grace period expires without a sufficient payment. (See Policy lapse and
reinstatement, p. 13.) Subject to the first year issue premium requirements and
the maximum premium limitations established under section 7702 of the Internal
Revenue Code 1986, as amended ("the Code"), an owner may make unscheduled
premium payments at any time in any amount during the lifetime of the insured
until the maturity date. Monies received that are not designated as premium
payments will be assumed to be loan repayments if there is an outstanding loan
on the policy; otherwise, such monies will be assumed to be an unscheduled
premium payment.

Premium limitations. In no event can the total of all premiums paid, both
scheduled and unscheduled, exceed the current maximum premium limitations
established for life insurance policies to meet the definition of life
insurance, as set forth under Section 7702 of the Code. Those limitations will
vary by issue age, sex, classification, benefits provided, and even policy
duration. If at any time a premium is paid which would result in total premiums
exceeding the current maximum premium limitation, Lincoln Life will only accept
that portion of the premium which will make total premiums equal that amount.
Any part of the premium in excess of that amount will first be applied to reduce
any outstanding loan on the policy, and any further excess will be refunded to
the owner within 7 days of receipt and no further premiums will be accepted
until allowed by subsequent maximum premium limitations.

The tax status of a policy and the tax treatment of distributions from a policy
are dependent in part on whether or not the policy becomes a Modified Endowment
Contract. A policy will become a Modified Endowment Contract if premiums paid
into the policy exceed certain limits referred to as the 7-pay Limitation.
Because the issue premium normally exceeds the 7-pay Limitation, the policy will
likely be a Modified Endowment Contract unless it has been purchased with cash
values transferred from a pre-existing life insurance policy which is not a
Modified Endowment Contract and the transfer meets the requirements for a tax-
free exchange. The taxation of life insurance death 

6
<PAGE>
 

benefits and distributions is complex and is discussed in detail under "Federal
tax matters" on pages 15-17. Of particular note is the fact that the taxation of
loans and surrenders of a life insurance policy that becomes a Modified
Endowment Contract is generally less favorable than applies to such
distributions from a life insurance policy that is not a Modified Endowment
Contract.

Net premiums. The net premium equals the premium paid.

Allocation of net premiums. In the application for a policy, the owner can
allocate net premiums or portions thereof to the various subaccounts of the
Separate Account. Notwithstanding the allocation in the application, all net
premiums received prior to the record date will initially be allocated to the
Cash Management Fund. Net premiums received prior to the record date will be
credited to the policy on the later of the policy date or the date the premium
is received. The record date is the date the policy is recorded on the books of
Lincoln Life as an in-force policy, and may coincide with the policy date. Net
premiums will continue to be allocated to the Cash Management Fund until the
record date. When the assets of the Separate Account are next valued following
the record date, the value of the policy's assets in the Cash Management Fund
will automatically be transferred to the subaccounts of the Separate Account in
accord with the owner's percentage allocation in the application. No charge will
be imposed for this initial transfer. Net premiums paid after the record date
will be credited to the policy on the date they are received and will be
allocated in accord with the owner's instructions in the application. The
minimum percentage of each premium that may be allocated to any subaccount of
the Separate Account is 10%; percentages must be in whole numbers. The
allocation of future net premiums may be changed without charge at any time by
providing written notification on a form suitable to Lincoln Life, unless the
owner has made previous arrangements with Lincoln Life to allow the allocation
of future net premiums to be changed upon telephone request.

The value of the amount allocated to subaccounts of the Separate Account will
vary with the investment experience of these subaccounts and the owner bears the
entire investment risk. owners should periodically review their allocations of
premiums and values in light of market conditions, interest rates, and overall
estate planning requirements.

Dollar Cost Averaging Program

    
The owner may wish to make uniform monthly transfers from the General Account to
one or more of the subaccounts over a 12, 24 or 36-month period through the
Dollar Cost Averaging ("DCA") program. Under the program, the owner designates
the total amount of policy value to be transferred from the Cash Management Fund
to the chosen subaccounts in accord with the most recent premium allocation. The
transfers continue until the end of the DCA period or until the policy value in
the Cash Management Fund has been exhausted, whichever occurs sooner. DCA may
also be terminated upon written request by the owner.     

The theory of DCA is that transfers of uniform dollar amounts purchase a greater
number of subaccount units when unit values are relatively low than are
purchased when unit values are higher. This has the effect, when purchases are
made at fluctuating prices, of reducing the aggregate average cost per unit to
less than the average of the unit values on the same purchase dates. However,
participation in the DCA program does not assure the owner of a greater return
on purchases under the program, nor will it prevent or necessarily alleviate
losses in a declining market.

There are no charges associated with the DCA program. In order to participate in
(or terminate participation in) the DCA program, the owner must complete a
written request on a form suitable to Lincoln Life.

Effective date

For all coverage provided in the original application, the effective date will
be the policy date, provided the policy has been delivered and the issue premium
has been paid prior to death and prior to any change in health or any other
factor affecting insurability of the insured as shown in the application. The
policy date is ordinarily the earlier of the date the full issue premium is
received or the date on which the policy is approved for issue by Lincoln Life.

For any increase, the effective date will be the first monthly anniversary day
on or next following the day the application for the increase is approved.

For any insurance that has been reinstated, the effective date will be the first
monthly anniversary day on or next following the day the application for
reinstatement is approved.

Right to examine policy

The owner may, until a specified period of time has expired, examine the policy
and return it for refund of all premiums paid. The applicable period of time
will depend on the State in which the policy is issued, but will not expire
sooner than the latest of ten days after receipt of the policy, 45 days after
Part 1 of the application is completed, or ten days after the Notice of
Withdrawal Right is mailed or delivered to the owner. Upon cancellation the
policy will be void from the beginning. An owner wanting a refund should return
the policy to either Lincoln Life at its Home Office or to the registered agent
who sold it.

Policy termination

All coverage under the policy will terminate when any one of the following
occurs: 1) the grace period ends without payment of required premium, 2) the
policy is surrendered, 3) the insured dies, or 4) the policy matures. Under
certain defined conditions, Lincoln Life will continue until the maturity date a
death benefit on the life of 

                                                                             7
<PAGE>
 

the insured in an amount equal to the premiums paid (See Guaranteed death
benefit, p. 10).

Charges and deductions

Charges will be deducted in connection with the policy to compensate Lincoln
Life for:

1.  providing the insurance benefit set forth in the policy and any optional
    insurance benefits added by rider;

2.  administering the policy;

3.  assuming certain risks in connection with the policy;

4.  incurring expenses in distributing the policy.

The nature and amount of these charges are described more fully below.

Surrender charges

Sales charges may be deducted in the form of contingent deferred surrender
charges (referred to as the surrender charge) as compensation for distribution
expenses incurred by Lincoln Life. These expenses include sales commissions, the
cost of printing the prospectus and sales literature, and any advertising costs.
Expressed as a percentage of premiums, the total sales charges imposed under the
policy during the first twelve policy months will depend on the policy's
specified amount, the insured's attained age, the insured's underwriting class,
and the amount of actual premium paid during that period, but in no event will
sales charges exceed 9.0% of the total premium paid in the first policy year.
The table below shows the surrender charge as percent of total premiums paid
during the first policy year. Lower sales charges will result if payment of
premium in excess of the issue premium (total premium must be less than the
federal maximum premium limitation) is deferred until after the first policy
year. The surrender charge will not exceed $56 per $1,000 of specified amount.

                     Percent of total premiums
During policy year   paid in first policy year
- ----------------------------------------------
 1                   9.0%
 2                   8.5%
 3                   8.0%
 4                   7.0%
 5                   6.0%
 6                   5.0%
 7                   4.0%
 8                   3.0%
 9                   2.0%
10                   1.0%

The sales charge in any policy year is not necessarily related to actual
distribution expenses incurred in that year. Instead, Lincoln Life expects to
incur the majority of distribution expenses in the first policy year and to
recover any deficiency over the life of the policy from sales charges in
subsequent years.

Cost of insurance charges

On the policy date and on each monthly anniversary day following, Cost of
insurance charges will be deducted from the policy value. Ordinarily, the cost
of insurance charges are deducted in proportion to the values in the
subaccounts. The cost of insurance charges may be made by some other method if
requested by the owner, and if such method is acceptable to Lincoln Life.

The cost of insurance charges depend upon a number of variables, and the cost
for each policy month can vary from month to month. On each monthly anniversary
day, Lincoln Life will determine the monthly cost of insurance for the following
month as equal to:

a.  the death benefit on the monthly anniversary day; divided by

b.  1.0032737 (the monthly interest factor equivalent to an annual interest rate
    of 4%); minus,

c.  the policy value on the monthly anniversary day without regard to the cost
    of insurance; divided by

d.  1,000; the result multiplied by

e.  the applicable cost of insurance rate per $1,000 as described below.

The cost of insurance rates are based on the sex, attained age, and rate class
of the person insured. The monthly cost of insurance rates may be changed by
Lincoln Life from time to time. A change in the cost of insurance rates will
apply to all persons of the same attained age, sex and rate class and whose
policies have been in effect for the same length of time. The cost of insurance
rates will not exceed those described in the Table of Guaranteed Maximum
Insurance Rates shown in the policy. These rates are based on the l980
Commissioner's Standard Ordinary Mortality Table, Age Last Birthday. Standard
rate classes have guaranteed rates which do not exceed 100% of the applicable
table.

The rate class of an insured will affect the cost of insurance rate. Lincoln
Life currently places insureds into a standard rate class or rate classes
involving a higher mortality risk. In an otherwise identical policy, insureds in
the standard rate class will have a lower cost of insurance than those in the
rate class with the higher mortality risk. The standard rate class is also
divided into three categories: standard, preferred and preferred plus. Insureds
who are preferred or preferred plus will generally incur a lower cost of
insurance than those insureds who are standard.

Lincoln Life also reserves the right to deduct from the policy value any amounts
charged for federal or other Governmental income taxes that might result from a
change in the current tax laws. Current tax laws do not charge income taxes on
the policy value.

Charges against the separate account

Several charges are made directly or indirectly against the Separate Account and
have the effect of reducing net investment results credited to the subaccounts.

8
<PAGE>
 

Asset management charge. The investment advisor for each of the funds deducts a
daily charge as a percent of the net assets in each fund as an asset management
charge. The charge has the effect of reducing the investment results credited to
the subaccounts.

The investment advisor for the American Variable Insurance Series deducts a
daily charge as a percent of the net assets in each particular fund which is
equivalent to the following annual rates:

Growth Fund: 0.60% on the first $30 million of net assets, plus 0.50% on net
assets between $30 million and $600 million, plus 0.45% on net assets between
$600 million and $1.2 billion, plus 0.42% on net assets between $1.2 billion and
$2 billion, plus 0.37% on net assets in excess of $2 billion.

    
International Fund: 0.90% on the first $60 million of net assets, plus 0.78% on
net assets between $60 million and $600 million, plus 0.60% on net assets
between $600 million and $1.5 billion, plus 0.40% on net assets between $1.5
billion and $2.5 billion, plus 0.32% on net assets in excess of $2.5 
billion.     

Growth-Income Fund: 0.60% on the first $30 million of net assets, plus 0.50% on
net assets between $30 million and $600 million, plus 0.45% on net assets
between $600 million and $1.5 billion, plus 0.40% on net assets between $1.5
billion and $2.5 billion, plus 0.32% on net assets in excess of $2.5 billion.

Asset Allocation Fund: 0.60% on the first $30 million of net assets, plus 0.50%
on net assets between $30 million and $600 million, plus 0.42% on net assets in
excess of $600 million.

High-Yield Bond Fund: 0.60% on the first $30 million of net assets, plus 0.50%
on net assets between $30 million and $600 million, plus 0.46% on net assets in
excess of $600 million.

    
Bond Fund: 0.60% of the first $30 million, plus 0.50% in excess of $30 
million.     

U.S. Government/AAA-Rated Securities Fund: 0.60% on the first $30 million of net
assets, plus 0.50% on net assets between $30 million and $600 million, plus
0.40% on net assets in excess of $600 million.

Cash Management Fund: 0.50% on the first $100 million of net assets, plus 0.42%
on net assets between $100 million and $400 million, plus 0.38% on net assets in
excess of $400 million.

Because the Separate Account purchases shares of the funds involved, the value
of the net assets of the subaccounts of the Separate Account will reflect not
only the fees of the Investment Advisor, but also other miscellaneous expenses
incurred by those funds.

Mortality and expense risk charge. Lincoln Life deducts a daily charge as a
percent of the assets of the Separate Account as a mortality and expense risk
charge. The daily rate charged is equal to an annual rate of .85% of the value
of the net assets of the Separate Account for the first 10 policy years, and
 .75% for policy years thereafter. This deduction will not increase for the
duration of the policy.

The mortality risk assumed is that insureds may live for a shorter period of
time than estimated and, therefore, a greater amount of death benefits will be
payable. The expense risk assumed is that expenses incurred in issuing and
administering the policies will be greater than estimated.

Guaranteed death benefit charge. For the first ten policy years Lincoln Life
deducts a daily charge as a percent of the assets of the Separate Account as a
charge for the guaranteed death benefit. The daily rate charged is equal to an
annual rate of .10% of the value of the net assets of the Separate Account. This
charge compensates Lincoln Life for the risk that the combination of cost of
insurance deductions and poor net investment results may reduce net cash
surrender values to zero and require Lincoln Life to continue until the maturity
date a death benefit on the life of the insured in an amount equal to the sum of
premiums paid.

Administrative charge. Lincoln Life deducts a daily charge as a percent of the
assets of the Separate Account as an administrative charge. The daily rate
charged is equal to an annual rate of .30% of the value of the net assets of the
Separate Account for the first ten policy years, and .10% for policy years
thereafter. This charge compensates Lincoln Life for underwriting, issue, and
other administrative expenses incurred in issuing and maintaining the policy in
force. Although most of these expenses are incurred in the first policy year,
the administrative charge is assessed over the life of the policy. This charge
will not increase for the duration of the policy. Lincoln Life does not
anticipate any profit resulting from this charge. Under federal securities
regulations, the deductions for administrative charges may not exceed the
average expected costs of underwriting, issuing, and maintaining the policy
until its maturity.

Reduction of charges

The surrender charge set forth in this prospectus may be reduced because of
special circumstances that result in lower sales or administrative expenses. In
particular, the surrender charge will not be deducted on policies issued to
employees and registered representative 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 on the owner's status at the time
the policy was purchased). The amounts of any reductions will reflect the
reduced sales and administrative expenses resulting from the special
circumstances. Reductions will not be unfairly discriminatory against any
person, including the affected policyowners and owners of all other policies
funded by the Separate Account.

                                                                             9
<PAGE>
 

Policy benefits

Death benefit

The initial death benefit is equal to the specified amount chosen by the owner,
subject to certain limitations. The minimum specified amount per $1,000 of
premium results from paying the Federal maximum premium limitation at issue. The
maximum specified amount per $1,000 of premium results from paying only the
required issue premium (approximately equal to 80% of the federal maximum
premium limitation at issue) for that specified amount.

As long as the policy remains in force (see Policy lapse and reinstatement, p.
13), Lincoln Life will, upon proof of the insured's death, pay the death benefit
proceeds of the policy to the named beneficiary. The proceeds may be paid in
cash or under one or more of the payment options set forth in the policy. (See
Proceeds and payment options, p. 13.) The death benefit proceeds payable under
the designated death benefit type will be increased by any unearned cost of
insurance charge, and will be reduced by any outstanding loan and any due and
unpaid charges. (See Policy lapse and reinstatement, p. 13.)

The death benefit is the greater of the specified amount of the policy or a
specified percentage of the policy value on or prior to the date of death. The
specified percentage at any time is based on the attained age of the insured as
of the beginning of the policy year.

* The specified percentages are shown in the table below:

Attained    Specified   Attained  Specified   Attained  Specified
age         percentage  age       percentage  age       percentage
- ------------------------------------------------------------------
40 or
younger     250%        59        134%        91        104%
41          243         60        130         92        103
42          236         61        128         93        102
43          229         62        126         94        101
44          222         63        124         95 or     100
45          215         64        122         older
46          209         65        120
47          203         66        119
48          197         67        118
49          191         68        117
50          185         69        116
51          178         70        115
52          171         71        113
53          164         72        111
54          157         73        109
55          150         74        107
56          146         75        105
57          142         through
58          138         90

Examples. For this example, assume that the insured is under the age of 40 and
that there is no outstanding policy loan. A policy with a specified amount of
$250,000 will generally pay $250,000 in life insurance proceeds. However,
because life insurance proceeds cannot be less than 250% (the applicable
specified percentage) of policy value, any time the policy value of this policy
exceeds $100,000, life insurance proceeds will exceed the $250,000 specified
amount. If the policy value equals or exceeds $100,000, each additional dollar
added to the policy value will increase the life insurance proceeds by $2.50.
Thus, for a policy with a specified amount of $250,000 and a policy value of
$200,000, the beneficiary will be entitled to life insurance proceeds of
$500,000 (250% x $200,000); a policy value of $300,000 will yield life insurance
proceeds of $750,000 (250% x $300,000); a policy value of $500,000 will yield
life insurance proceeds of $1,250,000 (250% x $500,000). Similarly, so long as
policy value exceeds $100,000, each dollar taken out of policy value will reduce
the life insurance proceeds by $2.50. If at any time the policy value multiplied
by the specified percentage is less than the specified amount, the life
insurance proceeds will equal the specified amount of the policy.

The above example describes a scenario which includes favorable investment
performance. In addition, the applicable percentage of 250% that is used is for
ages 40 or younger. Because the applicable percentage decreases as the attained
age increases, the impact of the applicable percentage on the death benefit
payment levels will be lessened as the attained age progresses beyond age 40.

Guaranteed death benefit

Lincoln Life expects that the issue premium will ordinarily be sufficient, when
combined with the net investment results, to pay for all charges to the policy
and thereby provide life insurance protection on the insured until age 99. In
some situations, however, the combination of poor net investment results and
cost of insurance deductions could result in the net cash surrender value being
reduced to zero. In such situations, the owner may make additional premium
payments into the policy, subject to federal limitations, sufficient to pay for
cost of insurance deductions to keep the policy in force. Alternatively,
provided that no outstanding loans exist on the policy, the owner may allow the
policy to lapse and take advantage of the guaranteed death benefit described
below. The presence of any outstanding policy loan voids the guaranteed death
benefit until the loan is repaid.

The guaranteed death benefit provides that Lincoln Life will continue until the
maturity date a death benefit on the life of the insured in an amount equal to
the sum of premiums paid into the policy, provided no outstanding policy loans
exist and provided the policy entered the grace period due to insufficient net
cash surrender value and the grace period has expired. No cash value will be
available to the owner of the lapsed policy. Lincoln Life will provide the death
benefit until the insured reaches the attained age of 99, when all coverage will
terminate.

Policy changes

Exchanges of policy. Before the second anniversary the policy may be exchanged
for a new policy of fixed benefit insurance on the insured's life. The new
policy will be 

10
<PAGE>
 

any compatible Flexible Premium Adjustable Life policy offered by Lincoln Life,
subject to any conditions normally applicable to the new policy. It will have
the same policy date and be issued at the same rating class and issue age as
this policy. No evidence of insurability will be required. The net cash
surrender value of the new policy will equal that of this policy on the date of
exchange. The surrender charge of the new policy will equal that of this policy
on the date of exchange. On the date of exchange, the death benefit of the new
policy will equal the death benefit of this policy, or the net amount at risk on
the new policy will equal the net amount at risk on this policy, at the owner's
option. If the total premiums paid into this policy exceed the federal maximum
premium limitation of the new policy, the death benefit of the new policy will
be increased (without evidence of insurability) to the minimum death benefit
which will allow compliance with that limitation.

    
The request for exchange of the policy must be in writing on a form suitable to
Lincoln Life. This policy must be surrendered to Lincoln Life, and be at the
Home Office while the policy is in force. The owner of the new policy must be
the owner of this policy.     

The date of exchange will be the first monthly anniversary day on or next
following the latest of the date the owner requests the change to be effective,
the date that the request for exchange and the surrendered policy are received
at the Home Office, or the date the cost of exchange or any other amount due is
paid. The policy may also be exchanged after a material change in the investment
policy of any fund or series of a fund. In that event, a notice of the change of
investment policy will be sent to the owner. Within 60 days after receipt of the
notice, or within 60 days after the effective date of the change, if later, the
policy may be exchanged for a new policy of fixed-benefit insurance on the
insured's life. The conditions for such exchange and the specifications for the
new policy are the same as those for an exchange of policy before the second
anniversary, as described above.

The exchange of the policy for a new policy may have federal tax implications.
(See Federal tax matters, pp. 15-17).

Changes in amount of insurance coverage. The owner may request to increase the
specified amount anytime during the first two years or decrease the specified
amount at any time. The specified amount may not be increased after the second
anniversary of the policy. The request for such a change must be from the owner
and in writing on a form suitable to Lincoln Life. Any request for an increase
must be applied for on a supplemental application during the first two policy
years; other evidence of insurability will not be required for the increase. The
total of all requested increases may not exceed the lesser of 10% of the initial
specified amount or $25,000. Any increase will become effective on the first
monthly anniversary day on or next following the date the application for the
increase is approved. All rights to return or exchange the policy will apply
anew to the amount of the increase. Any decrease will become effective on the
first monthly anniversary day on or next following the day the request is
received by Lincoln Life. Any such decrease will reduce insurance first against
insurance provided by the most recent increase, next against the next most
recent increases successively, and finally against insurance provided under the
original application. The specified amount after any requested decrease may not
be less than $10,000.

Policy value

The policy provides for the accumulation of policy value, which is calculated as
often as the assets of the Separate Account are valued. The policy value will
vary with the investment performance of the General Account and of the Separate
Account, as well as other factors. In particular, policy value also depends on
any premiums received, any policy loans, and any charges and deductions assessed
the policy. The policy has no guaranteed minimum policy value or net cash
surrender value.

On the policy date, the policy value will be the initial net premium, minus the
cost of insurance for the first month.

On each monthly anniversary day, the policy value is equal to the sum of the
following:

 a. The policy value on the preceding day;

 b. Any increase due to net investment results in the value of the subaccounts
    to which the investment amount is allocated;

 c. Interest at not less than the rate shown on the policy schedule on any
    outstanding loan amount;

 d. Any net premiums received since the preceding day.

Minus the sum of the following:

 e. Any decrease due to net investment results in the value of the subaccounts
    to which the investment amount is allocated;

 f. Any amount charged against the investment amount for federal or other
    governmental income taxes;

 g. The cost of insurance for the following month.

On any day other than a monthly anniversary day, the policy value is equal to
the sum of the following:

 a. The policy value on the preceding day;

 b. Any increase due to net investment results in the value of the subaccounts
    to which the investment amount is allocated;

 c. Interest at not less than the rate shown on the policy schedule on any
    outstanding loan amount;

 d. Any net premiums received since the preceding day.

Minus the sum of the following:

                                                                            11
<PAGE>
 

 e. Any decrease due to net investment results in the value of the subaccounts
    to which the investment amount is allocated;

 f. Any amount charged against the investment amount for federal or other
    governmental income taxes.

The charges and deductions described above are further discussed in Charges and
deductions, p. 8.

Gross investment results. The gross investment results are equal to the change
in the market value of the assets of a fund from the previous valuation day to
the current day, plus the investment income on those assets during the same
period.

Net investment results. When the assets of the Separate Account are valued, the
net investment results will equal the gross investment results minus the sum of
the following:

 a. The mortality and expense risk charge;

 b. The guaranteed death benefit charge; and

 c. The administrative charge.

 d. The asset management charges and any miscellaneous fund expenses.

The charges listed above are explained further in Charges against the Separate
Account, p. 8.

The value of the assets in the funds will be taken at their fair market value in
accordance with accepted accounting practices and applicable laws and
regulations.

Transfer between subaccounts

Any time after the record date, the owner may request to transfer an amount from
one subaccount to another. The request to transfer funds must be in writing on a
form suitable to Lincoln Life. Transfers may be made by telephone request only
if the owner has previously authorized telephone transfer in writing on a form
suitable to Lincoln Life. Lincoln Life will follow reasonable procedures to
determine that the telephone requester is authorized to request such transfer,
including requiring certain identifying information contained in the written
authorization. If such procedures are followed, Lincoln Life will not be liable
for any loss arising from any telephone transfer. Transfers will take effect on
the date that the request in writing or by telephone is received at the Home
Office of Lincoln Life. The minimum amount which may be transferred between
subaccounts is $100. The maximum number of transfers allowed in a policy year is
twelve.

Loans

    
At any time while the policy is in force the owner may make written request 
for a loan against the policy. A written loan agreement will be executed 
between the owner and Lincoln Life. The policy will be the sole security for the
loan, and the policy must be assigned to Lincoln Life as part of the loan
agreement. Ordinarily, the loan will be processed within seven days from the
date the request for a loan is received at the Home Office of Lincoln Life.
Payments may be postponed under certain circumstances. (See Postponement of
payments, p. 14.)     

A loan taken from, or secured by, a policy may have federal income tax
consequences. In particular, adverse tax consequences may occur if the policy
lapses with outstanding loans. (See Federal tax matters, pp. 15-17.)

Loan amount. The amount of all outstanding loans with interest may not exceed
the policy value less surrender charge as of the date of the policy loan. If at
any time the total of policy loans plus loan interest equals or exceeds the
policy value less surrender charge, notice will be sent to the last known
address of the owner, and any assignee of record, and the policy will enter into
the grace period. If sufficient payment is not received within 61 days after
notice is mailed, the policy will lapse and terminate without value. (See Policy
lapse and reinstatement, p 13.) In addition, the presence of any outstanding
policy loan negates the guaranteed death benefit.

Loan interest. Interest on any loan will be payable annually in arrears at an
annual rate of 6.0%. Any interest not paid when due will be added to the loan
amount and will bear interest at the same policy loan rate.

Deduction of loan and loan interest. The amount of any loan or unpaid loan
interest will be deducted from the investment amount and transferred to the
Lincoln Life General Account, where they will earn interest at the then
currently declared annual rate, which may not be less than the annual rate of
4.0%. The current annual rate is 6.0%. The amount will remain a part of the
policy value, but will not be increased or decreased by investment results in
the Separate Account. Therefore, the policy value could be more or less than
what it would have been if the policy loan had not been made, depending on the
investment results in the Separate Account compared to the interest credited to
the assets transferred to the General Account to secure the loan. In this way, a
loan may have a permanent effect upon both the policy value and the death
benefit and may increase or decrease the potential for policy lapse. In
addition, outstanding policy loans reduce the death benefit. Ordinarily, the
amount of any loan or unpaid loan interest will be deducted from the subaccounts
in proportion to the values of the subaccounts. The deduction may be made by
some other method if the owner requests it, and if such method is acceptable to
Lincoln Life.

Loan repayments. Loan repayments will ordinarily be allocated to the subaccount
in accord with the most recent premium allocation. They may be allocated by some
other method if the owner requests it, and if such method is acceptable to
Lincoln Life. Any loan not repaid at the time of surrender of the policy,
maturity, or death of the insured will be deducted from the amount otherwise
payable.

12
<PAGE>
 

Policy lapse and reinstatement

Insurance coverage under the policy will be continued in force until the net
cash surrender value is insufficient to cover the monthly deductions, except
that the policy will not be continued beyond the maturity date. Lapse will only
occur when the policy value less surrender charges and less outstanding policy
loans is insufficient to cover the cost of insurance deductions and a grace
period expires without a sufficient payment. Insurance coverage will continue
during the grace period, but the policy will be deemed to have no policy value
for purposes of policy loans and surrenders.

A grace period of 61 days will begin on the date Lincoln Life sends a notice of
any shortfall to the last known address of the owner or any assignee. The owner
must, during the grace period, make a payment sufficient to cover the monthly
deductions and any other charges due under the policy until the end of the grace
period. Failure to make a sufficient payment during the grace period will cause
the policy to lapse. Any net cash surrender value will be returned to the owner.
If the insured dies during the grace period, any due and unpaid monthly
deductions will be deducted from the death benefit.

A lapsed policy may be reinstated at any time within five years after the date
of lapse and before the maturity date by submitting evidence of insurability
satisfactory to Lincoln Life and a premium sufficient to keep the policy in
force for two months. The effective date of a reinstatement will be the first
monthly anniversary day on or next following the day the application for
reinstatement is approved.

Surrender of the policy

The owner may surrender the policy at any time during the lifetime of the
insured and receive the net cash surrender value. The net cash surrender value
is equal to the policy value minus any surrender charge, minus any outstanding
loan and minus any unpaid loan interest. The request must be made in writing on
a form suitable to Lincoln Life. The request will be effective the date the
request is received in the Home Office of Lincoln Life, or at a later date if so
requested by the owner. Ordinarily, the surrender will be processed within seven
days from the date the request for surrender is received at the Home Office of
Lincoln Life. The tax treatment of a surrendered policy is discussed under
Federal tax matters, pp. 15-17.

Proceeds and payment options

Proceeds. The amount payable under the policy on the maturity date, on the
surrender of the policy, or upon the death of any insured person is called the
proceeds of the policy.

The proceeds to be paid on the death of the insured will be the death benefit
minus any outstanding policy loan, and minus any unpaid loan interest. The
proceeds to be paid on the surrender of the policy or on the maturity date will
be the net cash surrender value.

Any amount to be paid at the death of the insured or any other termination of
this policy will be paid in one sum unless otherwise provided. Interest will be
paid on this amount from date of death or maturity to date of payment at a
specified rate, not less than that required by law. All or part of the sum of
this amount and such interest credited to date of payment will be applied to any
payment option.

To the extent allowed by law, proceeds are not to be subject to any claims of a
beneficiary's creditors.

Payment options. Upon written request, all or part of the proceeds and interest
credited thereon may be applied to any payment option available from Lincoln
Life at the time payment is to be made. Under certain conditions, payment
options will only be available with the consent of Lincoln Life. Such conditions
will exist if the proceeds to be settled under any option are $2,500 or less, or
if any installment or interest payment is $25 or less. In addition, if any payee
is a corporation, partnership, association, trustee, or assignee, approval by
Lincoln Life is needed before any proceeds can be applied to a payment option.

The owner may elect any payment option while the insured is alive and may change
that election if that right has been reserved. When the proceeds become payable
to a beneficiary, the beneficiary may elect any payment option if the proceeds
are available to the beneficiary in one sum.

The option date is any date the policy terminates under the termination
provision.

Any proceeds payable under the policy may also be settled under any other method
of settlement offered by Lincoln Life on the option date. Additional interest as
determined by Lincoln Life may be paid or credited from time to time in addition
to the payments guaranteed under a payment option.

When proceeds become payable under a payment option, a payment contract will be
issued to the payee in exchange for the policy. Such payment contract may not be
assigned. Any change in payment option may be made only if it is provided for in
the payment contract. Under some of the payment options, proceeds may be
withdrawn under such payment option if provided for in the payment contract. The
amount to be withdrawn varies by the payment option.

General provisions

The contract

The entire contract consists of the policy plus the application and any
supplemental application, plus any riders, plus any amendments. The policy is
issued in consideration of the application and payment of the Initial Premium.
Only statements in the application and any supplemental applications can be used
to contest the validity of the policy or defend a claim. These statements are
considered representations and not warranties. A 

                                                                            13
<PAGE>
 

change in the policy will be binding on Lincoln Life only if the change is in
writing and the change is made by the President, Vice President, Secretary, or
Assistant Secretary of Lincoln Life.

The policy is nonparticipating; it will not share in the profit or surplus
earnings of Lincoln Life.

Suicide

If the insured commits suicide, while sane or insane, within two years from the
policy date, the total liability of Lincoln Life under the policy will be the
premiums paid, minus any policy loan, and minus any loan interest due.

If the insured commits suicide, while sane or insane, within two years from the
effective date of any increase in insurance or reinstatement, our total
liability with respect to such increase will be its cost of insurance and
monthly charges.

Representations and contestability

All statements made in an application by, or on behalf of, the insured will, in
the absence of fraud, be deemed representations and not warranties. Statements
may be used to contest a claim or validity of the policy only if these
statements are contained in the application for issue, reissue, or
reinstatement, or in any supplemental application, and a copy of that
application or supplemental application is attached to the policy. The policy
will not be contestable after it has been in force for two years during the
lifetime of the insured. Also, any increase in coverage or any reinstatement
will not be contestable after that increase or reinstatement has been in force
two years from its effective date during the lifetime of the insured. Any
contest will then be based only on the application for the increase or
reinstatement and will be subject to the same conditions as for contest of the
policy.

Incorrect age or sex

If there is an error in the age or sex of the insured, the excess of the death
benefit over the policy value will be adjusted to that which would be purchased
by the most recent cost of insurance at the correct age and sex.

Change of owner or beneficiary

The owner of the policy is the owner identified in the application, or a
successor. All rights of the owner belong to the owner while the insured is
alive. The rights pass to the estate of the owner if the owner dies before the
insured. The owner may transfer all ownership rights and privileges to a new
owner. The request must be in writing on a form suitable to Lincoln Life. The
change will be effective the day that the request is received in the Home Office
of Lincoln Life. Lincoln Life will not be responsible for any payment or other
action taken before having recorded the transfer. A change of ownership will
not, in and of itself, affect the interest of any beneficiary. A change of
ownership may have tax consequences.

The beneficiary is identified in the application for the policy, and will
receive the proceeds when the insured dies. The beneficiary may be changed by
the owner while the insured is alive, and provided that any prior designation
does not prohibit such a change. A change will revoke any prior designation of
the beneficiary. The request to change beneficiary must be in writing on a form
suitable to Lincoln Life. Lincoln Life reserves the right to require the policy
for endorsement of the change of beneficiary designation.

If not otherwise provided, the interest of any beneficiary who dies before the
insured will pass to any other beneficiaries according to their interest.
Furthermore, if no beneficiary survives the insured, the proceeds will be paid
in one sum to the owner, if living. If the owner is not living, the proceeds
will be paid to the owner's estate.

Assignment

Any assignment of the policy will not be binding on Lincoln Life unless it is in
writing on a form suitable to Lincoln Life and is received at the Home Office.
Lincoln Life will not be responsible for the validity of any assignment, and
reserves the right to require the policy for endorsement of any assignment. An
assignment of the policy may have tax consequences.

Reports and records

Lincoln Life will maintain all records relating to the Separate Account. Lincoln
Life will mail to the owner at least once each year a report, without charge,
which will show the current policy value, the current net cash surrender value,
the current death benefit, any current policy loans, any premiums paid, any cost
of insurance charges deducted, and any withdrawals made. The report will also
include any other data that may be required where the contract is delivered.

Projection of benefits and values

    
At the owner's request, Lincoln Life will provide a report to the owner which
shows projected future results. The request must be in writing on a form
suitable to Lincoln Life. The report will be comparable in format to those shown
in Appendix B and will be based on assumptions in regard to the death benefit as
may be specified by the owner, planned premium payments as may be specified by
the owner, and such other assumptions as are necessary and specified either by
the owner or Lincoln Life. A reasonable fee may be charged for this 
projection.     

Postponement of payments

Payments of any amount payable on surrender, loan, or benefits payable at death
or maturity may be postponed whenever: (i) the New York Stock Exchange is closed
other than customary week-end and holiday closings, or trading on the New York
Stock Exchange is restricted as determined by the Securities and Exchange
Commission; (ii) the Commission by order permits postponement for the protection
of owners; or (iii) an emergency exists, as determined by the Commission, as a
result of which disposal of securities is not reasonably practical or it is not
reasonably practical to determine the value of the 

14
<PAGE>
 

Separate Account's net assets. Transfers may also be postponed under such
circumstances.

Requests for surrenders or policy loans of policy values paid by check may be
delayed until such time as the check has cleared the owner's bank.

    
Accelerated Benefit Election Rider     

This rider is available to issue ages 0 through 80 and gives the owner the right
to receive a portion of the death benefit prior to death if the insured is
diagnosed as having an illness which with reasonable medical certainty will
cause death within 12 months. Upon receipt of proof of loss, up to one-half of
the eligible death benefit (as defined in the rider) may be advanced to the
owner in cash as an initial accelerated benefit. A limited amount of Subsequent
accelerated benefit is also available to pay premiums and interest charges
required on the policy. The amount of all advanced accelerated benefits creates
an interest-bearing lien against the death benefit otherwise payable at death.
There is no cost of insurance for this rider, but an administrative expense
charge is payable upon application for benefits.

    
The availability of this rider is subject to approval by the State Insurance
Department of the State in which the policy is issued, and is also subject to
the current underwriting and issue procedures in place at the time of the
application. The underwriting and issue procedures are subject to change without
notice.     

Distribution of the policy

    
The policy will be sold by individuals who, in addition to being licensed as
life insurance agents for Lincoln Life, are also National Association of
Securities Dealers (NASD) registered representatives. American Fund
Distributors, Inc., the principal underwriter of the policy is registered with
the Securities and Exchange Commission under the Securities Exchange Act of 1934
as a broker-dealer and is a member of the NASD.     

Federal tax matters

The following discussion is intended to provide a general description of the
federal income tax considerations associated with the policy. It does not
purport either to be complete or to cover all situations; this discussion is not
intended to be taken as tax advice. Consult a qualified tax advisor for more
complete information. This discussion is based upon Lincoln Life's understanding
of the present federal income tax laws as they are currently interpreted by the
Internal Revenue Service. No representation is made as to the likelihood of
continuation of the present federal income tax laws or of the current
interpretation by the Internal Revenue Service. Federal tax laws may change
without notice and as a result the taxable consequences to the insured,
policyowner, or beneficiary may be altered.

Tax status of the policy

Section 7702 of the Internal Revenue Code of 1986, as amended (the "Code")
includes a definition of a life insurance contract for Federal tax purposes.
This definition can be satisfied by complying with either of two tests set forth
in section 7702. With respect to a policy which has an "accelerated death
benefit rider", there is some uncertainty as to qualification of the policy as
life insurance due to the limited guidance provided. Although the Secretary of
the Treasury (the "Treasury") is authorized to prescribe regulations
interpreting the manner in which the tests under section 7702 are to be applied,
such regulations have not been issued. In addition, section 7702 of the Code was
amended by imposing certain modified requirements with respect to the mortality
(i.e., "cost of insurance") and other expense charges that are to be used in
determining compliance of the Policies with section 7702. Guidance as to how
these modified requirements are to be applied is extremely limited. If a policy
was determined not to be a life insurance contract for purposes of section 7702,
such policy would not provide most of the tax advantages normally provided by a
life insurance policy.

With respect to a policy entered into before October 21, 1988, although there
are no regulations interpreting the manner in which the tests are under section
7702 are to be applied, Lincoln Life believes that such a policy should meet the
definition of a life insurance contract for Federal tax purposes. However, an
exchange of a policy entered into before October 21, 1988, or possibly other
changes, might cause such a policy to be treated as entered into after October
20, 1988, and in such circumstances, the policy would be subject to modified
mortality and other expense charge requirements. Accordingly, the owner, of a
policy entered into before October 21, 1988, should contact a competent tax
advisor before exchanging or making any other change, to such a policy to
determine whether the exchange or change would cause the policy to be treated as
entered into after October 20, 1988.

With respect to a policy entered into after October 20, 1988, that is issued on
the basis of a standard rate class or a rate involving a lower mortality risk
(i.e., a preferred or preferred plus basis), while there is some uncertainty due
to the limited guidance on the modified section 7702 requirement, Lincoln Life
nonetheless believes that such a policy should meet the section 7702 definition
of a life insurance contract. With respect to a policy entered into after
October 20, 1988, that is issued on a substandard basis (i.e., rate class
involving higher than standard mortality risk), there is even more uncertainty,
in particular as to how the modified requirements are to be applied in
determining whether such a policy meets the section 7702 definition of a life
insurance contract. Thus, it is not clear whether or not such a policy would
satisfy section 7702, particularly if the owner pays the full amount of premiums
permitted under the policy. If it is subsequently determined that a policy does
not satisfy section 7702, Lincoln Life will take whatever steps are appropriate
and 

                                                                            15
<PAGE>
 

necessary to cause such a policy to comply with section 7702, including possibly
refunding any premiums paid that exceed the limitations allowable under section
7702 (together with interest or other earnings on any such premiums refunded as
required by law). For these reasons, Lincoln Life reserves the right to modify
the policy as necessary to qualify it as a life insurance contract under section
7702.

Section 817(h) of the Code authorizes the Treasury to set standards by
regulation or otherwise for the investments of the Separate Account to be
"adequately diversified" in order for the policy to be treated as a life
insurance contract for Federal tax purposes. The Separate Account, through the
various funds in which it invests, intends to comply with the diversification
requirements prescribed in Treasury Regulations, which affect how each fund's
assets may be invested. Lincoln Life does not have control over the American
Variable Insurance Series or its investments. Nonetheless, Lincoln Life believes
that the funds will be operated in compliance with the requirements prescribed
by the Treasury.

The regulations relating to diversification requirements do not provide guidance
concerning the extent to which policyowners may direct their investments to the
subaccounts of a Separate Account. When additional guidance is provided, the
policy may need to be modified to comply with such guidance. It is not clear
what this additional guidance will provide nor whether it will be applied on a
prospective basis only. For these reasons, Lincoln Life reserves the right to
modify the policy as necessary to prevent the owner from being considered the
owner of the assets of the Separate Account or otherwise to qualify the policy
for favorable tax treatment.

The Treasury Department has indicated that guidelines may be forthcoming under
which a variable life contract will not be treated as a life insurance contract
for tax purposes if the owner of the contract has excessive control over the
investments underlying the contract. The issuance of such guidelines may require
the company to impose limitations on a Contract owner's right to control the
investment. It is not known whether any such guidelines would have a retroactive
effect.

The following discussion assumes that the policy will qualify as a life
insurance contract for federal income tax purposes.

Tax treatment of policy benefits

1. In general. Lincoln Life believes that the proceeds and cash value increases
of a policy should be treated in a manner consistent with a fixed benefit life
insurance policy for federal income tax purposes. Thus, the death benefit under
the policy should be excludable from the gross income of the beneficiary under
Section 101(a)(1) of the Code.

A change in a policy's specified amount, a change in death benefit option, the
payment of premiums, the addition of additional insurance, a policy loan, a
lapse with outstanding indebtedness, exchange of a policy, or a surrender may
have tax consequences depending upon the circumstances. In addition, federal
estate and generation skipping transfer, and state and local estate inheritance,
and other tax consequences of ownership or receipt of policy proceeds depend
upon the circumstances of each owner or beneficiary. A competent tax advisor
should be consulted for further information. Generally, the owner will not be
deemed to be in constructive receipt of the cash value, including increments
thereof, under the policy until there is a distribution. The tax consequences of
distributions from, and loans taken from or secured by, a policy depend on
whether the policy is classified as a "Modified Endowment Contract" under
section 7702A.

2. Modified Endowment Contracts. A policy may be treated as a Modified Endowment
Contract depending upon the amount of premiums paid in relation to the death
benefit provided under such policy. Because of the premium level contemplated
under the Policies, all Policies entered into after June 20, 1988 are or may
become modified endowment contracts. In addition, if a policy is "materially
changed," it may be treated as a Modified Endowment Contract depending upon such
relationship after such change. The premium limitation and material change rules
for determining whether a policy is a Modified Endowment Contract are extremely
complex. Moreover, due to the policy's flexibility, classification of a policy
as a Modified Endowment Contract will depend upon the circumstances of each
policy. Accordingly, a prospective owner should contact a competent tax advisor
before purchasing a policy to determine the circumstances in which the policy
would be a Modified Endowment Contract. In addition, an owner should contact a
competent tax advisor before paying any additional premium or making any other
change to, including an exchange of, a policy to determine whether such premium
payment or change would cause the policy to be treated as a Modified Endowment
Contract.

Lincoln Life will monitor premiums paid into each policy after the date of this
prospectus to determine when a premium payment will exceed the 7-pay test and
cause the policy to become a Modified Endowment Contract. If the owner has given
Lincoln Life instructions that the policy should not be allowed to become a
Modified Endowment Contract, any premiums in excess of the 7-pay Limitation will
first be applied to reduce any outstanding loan on the policy, and any further
excess will be refunded to the owner within 7 days. If the owner has not given
Lincoln Life instructions to the contrary, however, the premium will be paid
into the policy and a letter of notification of Modified Endowment Contract
status will be sent to the owner. The letter of notification will include the
available options, if any, for remedying the Modified Endowment Contract status
of the policy.

3. Distributions from policies classified as modified endowment contracts.
Policies classified as a modified endowment contracts are subject to the
following tax rules: First, all distributions, including distributions upon
surrender and benefits paid at maturity, from such a 

16
<PAGE>
policy are treated as ordinary income subject to tax up to the amount equal to
the excess (if any) of the cash value immediately before the distribution over
the investment in the policy (described below) at such time. Second, loans taken
from, or secured by, such a policy are treated as distributions from such a
policy and taxed accordingly. Third, a 10 percent additional income tax is
imposed on the portion of any distribution from, or loan taken from or secured
by, such a policy that is included in income except where the distribution or
loan is made on or after the owner attains age 59-1/2, is attributable to the
owner's becoming disabled, or is part of a series of substantially equal
periodic payments for the life of the owner or the joint lives of the owner and
the owner's beneficiary. Fourth, the cost of insurance for certain riders which
are not "qualified additional benefits" may be treated as distributions from
such a policy and taxed accordingly.

4. Distributions from policies not classified as Modified Endowment Contracts.
Distributions from a policy that is not classified as a Modified Endowment
Contract are generally treated as first recovering the investment in the policy
(described below) and then, only after the return of all such investment in the
policy, as distributing taxable income. An exception to this general rule occurs
in the case of a decrease in the specified amount, a change in death benefits
from Type 2 to Type 1, or any other change that reduces benefits under the
policy in the first 15-years after the policy is issued and that results in a
cash distribution to the owner in order for the policy to continue complying
with the section 7702 definitional limits. In that case, such distribution will
be taxed in whole or in part as ordinary income (to the extent of any gain in
the policy) under rules prescribed in section 7702.

Loans from, or secured by, a policy that is not a Modified Endowment Contract
are not treated as distributions. Instead, such loans are treated as
indebtedness of the owner.

Upon a complete surrender or lapse of a policy that is not a Modified Endowment
Contract, or when benefits are paid at such a policy's maturity date, if the
amount received plus the amount of indebtedness exceeds the total investment in
the policy, the excess will generally be treated as ordinary income subject to
tax.

Finally, neither distributions (including distributions upon surrender or lapse)
nor loans from, or secured by, a policy that is not a Modified Endowment
Contract are subject to the 10 percent additional income tax.

5. Policy loan interest. Generally, interest paid on any loan under a policy
which is owned by an individual is not deductible after 1990. In addition,
interest on any loan under a policy owned by a taxpayer and covering the life of
any individual who is an officer of or is financially interested in the business
carried on by that taxpayer will not be tax deductible to the extent the
aggregate amount of such loans with respect to contracts covering such
individual exceeds $50,000. No amount of policy loan interest is, however,
deductible if the policy was deemed for federal tax purposes to be a single
premium life insurance contract. The owner should consult a competent tax
advisor as to whether the policy would be so deemed.

6. Investment in the policy. Investment in the policy means (i) the aggregate
amount of any premiums or other consideration paid for a policy, minus (ii) the
aggregate amount received under the policy which is excluded from the gross
income of the owner (except that the amount of any loan from, or secured by, a
policy that is a Modified Endowment Contract, to the extent such amount is
excluded from gross income, will be disregarded), plus, (iii) the amount of any
loan from, or secured by, a policy that is a Modified Endowment Contract to the
extent that such amount is included in the gross income of the owner.

7. Multiple policies. All modified endowment contracts that are issued by
Lincoln Life (or its affiliates) to the same owner during any calendar year are
treated as one Modified Endowment Contract for purposes of determining the
amount includible in gross income under section 72 (e) of the Code.

8. Taxation of accelerated benefit election rider. The tax treatment of benefits
paid under the Accelerated Benefit Election Rider, as well as the tax treatment
of a policy with such riders, is uncertain. Future legislation or
interpretations may treat all or part of such payments as taxable distributions
from the policy. Alternatively, such payments may be excluded from taxable
income to the extent they are used to pay for actual long-term care services or
are considered a death benefit under section 101(a)(1) of the Code. A competent
tax advisor should be consulted for further information.

Taxation of the Separate Account

Lincoln Life does not initially expect to incur any income tax upon the earnings
or the realized capital gains attributable to the Separate Account. Based upon
these expectations, no charge is being made currently to the Separate Account
for federal income taxes which may be attributable to the Separate Account. If,
however, Lincoln Life determines that it may incur such taxes, it may assess a
charge for those taxes from the Separate Account.

Voting rights

To the extent required by law, Lincoln Life will vote shares of the funds held
in the Separate Account at regular and special shareholder meetings of the funds
in accordance with instructions received from persons having voting interests in
the Separate Account. If, however, the Investment Company Act of l940 or any
regulation thereunder should be amended or if the present interpretation thereof
should change, and as a result Lincoln Life determines that it is permitted to
vote the fund shares in its own right, it may elect to do so.

                                                                            17
<PAGE>
 

The number of votes which each policyowner has the right to instruct will be
determined as one vote for each $100 of policy value in each subaccount.
Fractional shares will be allocated for amounts less than $100. The number of
votes which the policyowner has the right to instruct will be determined as of
the date coincident with the date established by the various series for
determining shareholders eligible to vote at the meetings of the funds. Voting
instructions will be solicited by written communications prior to such meeting
in accordance with procedures established by the funds.  Lincoln Life will vote
shares of each fund as to which no timely instructions are received in
proportion to the voting instructions which are received with respect to all
policies participating in that fund. Each person having a voting interest will
receive proxy material, reports and other materials relating to the appropriate
portfolio.

Disregard of voting instructions. Lincoln Life may, when required by state
insurance regulatory authorities, disregard voting instructions if the
instructions require that the shares be voted so as to cause a change in the
sub-classification or investment objective of any of the series of a fund or to
approve or disapprove an investment advisory contract for a fund. In addition,
Lincoln Life itself may disregard voting instructions in favor of changes
initiated by a policyowner in the investment policy or the investment advisor of
a fund if Lincoln Life reasonably disapproves of such changes. A change would be
disapproved only if the proposed change is contrary to state law or prohibited
by state regulatory authorities or Lincoln Life determined that the change would
have an adverse effect on its General Account in that the proposed investment
policy for any fund may result in overly speculative or unsound investments. In
the event Lincoln Life does disregard voting instructions, a summary of that
action and the reasons for such action will be included in the next semiannual
report to policyowners.

State regulation of Lincoln Life and the Separate Account

Lincoln Life, a stock life insurance company organized under the laws of
Indiana, is subject to regulation by the Insurance Department of the State of
Indiana. An annual statement is filed with the Indiana Commissioner of Insurance
on or before March 1st of each year covering the operations and reporting on the
financial condition of Lincoln Life as of December 31 of the preceding year.
Periodically, the Commissioner of Insurance examines the liabilities and
reserves of Lincoln Life and the Separate Account and certifies their adequacy,
and a full examination of Lincoln Life's operations is conducted by the National
Association of Insurance Commissioners at least once every three years.

In addition, Lincoln Life is subject to the insurance laws and regulations of
other states within which it is licensed or may become licensed to operate.
Generally, the insurance department of any other state applies the laws of the
state of domicile in determining permissible investments.

Safekeeping of the account's assets

Lincoln Life holds title to the assets of the Separate Account. The assets are
kept physically segregated and held separate and apart from the General Account
assets. Records are maintained of all purchases and redemptions of fund shares
held by each subaccount. Additional protection is provided in the form of a
blanket fidelity bond which covers directors and employees of Lincoln Life. The
bond, which was issued by Fidelity and Deposit Company of Maryland covers up to
$25,000,000.

The funds do not issue certificates. Thus, Lincoln Life holds the Separate
Account's assets in an open account in lieu of stock certificates.

Legal proceedings

There are no legal proceedings to which the Separate Account is a party or to
which the assets of the Separate Account are subject. Lincoln Life is not
involved in any litigation that is of material importance in relation to its
total assets or that relates to the Separate Account.

Experts

The financial statements of the Separate Account and the consolidated financial
statements and schedules of Lincoln Life appearing in this prospectus and
registration statement have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon also appearing elsewhere herein
and in the registration statement, and are included in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.

Actuarial matters included in this prospectus have been examined by Denis G.
Schwartz, FSA as stated in the opinion filed as an exhibit to the registration
statement.

Additional information

A registration statement has been filed with the Securities and Exchange
Commission, under the Securities Act of l933, as amended, with respect to the
policy offered hereby. This prospectus does not contain all the information set
forth in the registration statement and the amendments and exhibits to the
registration statement, to all of which reference is made for further
information concerning the Separate Account, Lincoln Life and the policy offered
hereby. Statements contained in this prospectus as to the contents of the policy
and other legal instruments are summaries. For a complete statement of the terms
thereof reference is made to such instruments as filed.

18
<PAGE>
 

Appendix A

Executive officers and directors
Lincoln National Life Insurance Co.

<TABLE> 
<CAPTION> 
Name, address and position(s)
with registrant                   Principal occupations last five years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>  
Timothy J. Alford                 Senior Vice President (formerly Vice President and Second Vice President), Lincoln National Life
Senior Vice President             Insurance Co.
One Reinsurance Place         
1700 Magnavox Way             
Fort Wayne, Ind. 46804        
- ------------------------------------------------------------------------------------------------------------------------------------
Neal Arnold                       Vice President (formerly Second Vice President), Lincoln National Life Insurance Co. 
Vice President                    
- ------------------------------------------------------------------------------------------------------------------------------------
Robert A. Anker                   President and Chief Operating Officer, Lincoln National Corp. and Chairman and Chief Executive 
Chairman of the Board, Chief      Officer (formerly President and Chief Operating Officer) Lincoln National Life Insurance Co.
Executive Officer and Director    Formerly: Chairman; President, American States Insurance Co.; Executive Vice President, American
200 East Berry Street             States Life Insurance Co.
Fort Wayne, Ind. 46802            
- ------------------------------------------------------------------------------------------------------------------------------------
Carl L. Baker                     Vice President and Deputy General Counsel (formerly Associate General Counsel);
Vice President and                Lincoln National Life Insurance Co.
Deputy General Counsel            
- ------------------------------------------------------------------------------------------------------------------------------------
Roland C. Baker                   President, First Penn-Pacific Life Insurance Co. Formerly: Chairman and CEO, Baker, Ralish, 
Vice President                    Shipley & Politzer, Inc.
1801 S. Meyers Road                
Oakbrook Terrace, Ill. 60181              
- ------------------------------------------------------------------------------------------------------------------------------------
David N. Becker                   Vice President, Lincoln National Life Insurance Co.
Vice President,                                
Appointed Actuary and         
Valuation Actuary             
- ------------------------------------------------------------------------------------------------------------------------------------
    
Joann E. Becker                   Vice President, Lincoln National Life Insurance Co. and Lincoln Investment Management
Vice President                    Inc.; President, The Richard Leahy Corp. and President, LNC Equity Sales Corp.     
200 East Berry Street         
Fort Wayne, Ind. 46802            
- ------------------------------------------------------------------------------------------------------------------------------------
John M. Behrendt                  Vice President, Lincoln National Life Insurance Co. and Lincoln Financial Group, Inc.
Vice President                    Formerly: President, LNC Equity Sales Corp.
- ------------------------------------------------------------------------------------------------------------------------------------
    
Jon A. Boscia                     President and Chief Operating Officer, Lincoln National Life Insurance Co.
President, Director and           Formerly: President; Executive Vice President, Lincoln Investment Management Inc.     
Chief Operating Officer           
- ------------------------------------------------------------------------------------------------------------------------------------
Carolyn P. Brody                  Vice President (formerly Second Vice President), Lincoln National Life Insurance Co.
Vice President                   
- ------------------------------------------------------------------------------------------------------------------------------------
    
Steven R. Brody                   Senior Vice President (formerly Executive Vice President), Lincoln Investment
Vice President                    Management Inc.     
200 East Berry Street              
Fort Wayne, Ind. 46802        
- ------------------------------------------------------------------------------------------------------------------------------------
Harold B. Carstensen, Jr.         Vice President, Lincoln National Life Insurance Co. Formerly: Software Director, Magnavox 
Vice President                    Electronic Systems Co.
- ---------------------------------------------------------------------------------------------------------------------------------- 
</TABLE> 

20
<PAGE>
 

Appendix A continued

Executive officers and directors
Lincoln National Life Insurance Co.

<TABLE> 
<CAPTION> 
Name, address and position(s)
with applicant                    Principal occupations last five years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>  
Donald C. Chambers, M.D.          Senior Vice President and Chief Medical Director (formerly Vice President and Chief Medical
Senior Vice President and         Director), Lincoln National Life Insurance Co.  
Chief Medical Director                                      
One Reinsurance Place 
1700 Magnavox Way 
Fort Wayne, Ind. 46804
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas L. Clagg                   Vice President and Associate General Counsel, Lincoln National Life Insurance Co.
Vice President and                        
Associate General Counsel
- ------------------------------------------------------------------------------------------------------------------------------------
Kenneth J. Clark                  Senior Vice President (formerly Vice President), Lincoln National Life Insurance Co.
Senior Vice President 
One Reinsurance Place 
1700 Magnavox Way 
Fort Wayne, Ind. 46804
- ------------------------------------------------------------------------------------------------------------------------------------
Kelly D. Clevenger                Vice President, Lincoln National Life Insurance Co.
Vice President
- ------------------------------------------------------------------------------------------------------------------------------------
Martha O. D'Ambrosio              Vice President and General Auditor, Lincoln National Corp. and Lincoln National Life
Vice President and                Insurance Co. Formerly: Senior Manager, KPMG Peat Marwick.
General Auditor
- ------------------------------------------------------------------------------------------------------------------------------------
Arthur W. DeTore, M.D.            Vice President (formerly Second Vice President), Lincoln National Life Insurance Co.
Vice President                    Formerly: Vice President, Lincoln National Risk Management, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
C. Lawrence Edris                 Vice President (formerly Senior Vice President), Lincoln National Life Insurance Co.
Vice President
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas W. Fitch                   Vice President, First Penn-Pacific Life Insurance Co. and Lincoln National Life Insurance Co.
Vice President  
1801 S. Meyers Road 
Oakbrook Terrace, Ill. 60181
- ------------------------------------------------------------------------------------------------------------------------------------
Elizabeth A. Frederick            Vice President (formerly Second Vice President) and Associate General Counsel, Lincoln National 
Vice President and                Life Insurance Co.
Associate General Counsel
- ------------------------------------------------------------------------------------------------------------------------------------
Lucy D. Gase                      Vice President and Assistant Secretary (formerly Second Vice President; Assistant Vice
Vice President and                President), Lincoln National Life Insurance Co.
Assistant Secretary                 
- ------------------------------------------------------------------------------------------------------------------------------------
Melanie T. Hall                   Vice President (formerly Second Vice President; Assistant Vice President), Lincoln 
Vice President                    National Life Insurance Co.
- ------------------------------------------------------------------------------------------------------------------------------------
Phillip A. Hartman                Vice President, Lincoln National Life Insurance Co. and Lincoln Financial Group, Inc.
Vice President
- ------------------------------------------------------------------------------------------------------------------------------------
J. Michael Hemp                   Senior Vice President (formerly Regional Chief Executive Officer), Lincoln Dallas RMO
Senior Vice President   
- ------------------------------------------------------------------------------------------------------------------------------------
Matthew P. Henderson              Vice President, Lincoln National Life Insurance Co. (formerly Vice President, 
Vice President                    Second Vice President), Lincoln National Corp.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE> 

                                                                            21
<PAGE>
 

Appendix A continued

Executive officers and directors
Lincoln National Life Insurance Co.

<TABLE> 
<CAPTION> 
Name, address and position(s)
with applicant                    Principal occupations last five years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>  
David A. Hopper                   Vice President, Lincoln National Life Insurance Co.
Vice President
One Reinsurance Place 
1700 Magnavox Way 
Fort Wayne, Ind. 46804              
- ------------------------------------------------------------------------------------------------------------------------------------
James R. Horein                   Senior Vice President, Lincoln National Life Insurance Co.
Senior Vice President
One Reinsurance Place 
1700 Magnavox Way
Fort Wayne, Ind. 46804     
- ------------------------------------------------------------------------------------------------------------------------------------
Jack D. Hunter                    Executive Vice President and General Counsel, Lincoln National Corp. and The Lincoln National
Executive Vice President,         Life Insurance Co.
General Counsel and Director                              
200 East Berry Street
Fort Wayne, Ind. 46802
- ------------------------------------------------------------------------------------------------------------------------------------
J. Michael Keefer                 Vice President and Associate General Counsel, Lincoln National Corp. 
Vice President and
Associate General Counsel
200 East Berry Street
Fort Wayne, Ind. 46802
- ------------------------------------------------------------------------------------------------------------------------------------
Donald E. Keller                  Vice President (formerly Second Vice President), Lincoln National Life Insurance Co.
Vice President
- ------------------------------------------------------------------------------------------------------------------------------------
Lawrence T. Kissko                Vice President, Lincoln National Investment Management Co.
Vice President
- ------------------------------------------------------------------------------------------------------------------------------------
Michael C. La Frenais             Vice President, Lincoln National Life Insurance Co. Formerly: Assistant Vice President, Aurora
Vice President                    Life Assurance Co.
- ------------------------------------------------------------------------------------------------------------------------------------
Stephen H. Lewis                  Senior Vice President, Lincoln National Life Insurance Co. Formerly President, First 
Senior Vice President             Penn-Pacific Life Insurance Co.
- ------------------------------------------------------------------------------------------------------------------------------------
Edward B. Martin                  Vice President (formerly Senior Vice President), Lincoln National Life Insurance Co.;
Vice President                    President and CEO (formerly Executive Vice President and COO), Corporate Benefit Systems 
                                  Services Corp.
- ------------------------------------------------------------------------------------------------------------------------------------
    
H. Thomas McMeekin                President (formerly Executive Vice President, Senior Vice President), Lincoln 
Director                          Investment Management Inc.; Executive Vice President (formerly Senior Vice President), Lincoln
200 East Berry Street             National Corp.     
Fort Wayne, Ind. 46802
- ------------------------------------------------------------------------------------------------------------------------------------
Reed P. Miller                    Vice President (formerly Senior Vice President), Lincoln National Life Insurance Co.
Vice President                    Formerly: Senior Vice President; Vice President, Lincoln National Corp.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE> 

22
<PAGE>
 

Appendix A continued

Executive officers and directors
Lincoln National Life Insurance Co.

<TABLE> 
<CAPTION> 
    
Name, address and position(s)
with applicant                    Principal occupations last five years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C> 
Oliver H. G. Nichols              Vice President, Lincoln Investment Management Inc. Formerly Vice President, Aetna Life
Vice President                    & Casualty Co. 
200 East Berry Street
Fort Wayne, Ind. 46802
- ------------------------------------------------------------------------------------------------------------------------------------
David M. Ongman                   Vice President, Lincoln National Life Insurance Co. Formerly: Consultant, Computer Horizons Group;
Vice President                    Vice President, The Associated Group; Consulting Center Manager, James Martin & Co.
- ------------------------------------------------------------------------------------------------------------------------------------
Arthur L. Page                    Vice President (formerly Second Vice President), Lincoln National Life Insurance Co.
Vice President                    
- ------------------------------------------------------------------------------------------------------------------------------------
Raymond L. Prosser                Vice President and Associate General Counsel, Lincoln National Life Insurance Co.
Vice President and                (formerly Second Vice President and Director of Claims), Lincoln National Life Insurance Co.;
Associate General Counsel         Associate General Counsel, Lincoln National Corp. and Lincoln National Life Insurance Co.
One Reinsurance Place             
1700 Magnavox Way
Fort Wayne, Ind. 46804
- ------------------------------------------------------------------------------------------------------------------------------------
Ian M. Rolland                    Chairman and Chief Executive Officer, Lincoln National Corp. (formerly Chairman and
Director                          Chief Executive Officer, President), Lincoln National Life Insurance Co.
200 East Berry Street
Fort Wayne, Ind. 46802
- ------------------------------------------------------------------------------------------------------------------------------------
Arthur S. Ross                    Vice President, Lincoln National Life Insurance Co. and Lincoln Financial Group Inc.
Vice President                    Formerly: Director of PR, Guthrie Group; President and COO, Quorum Comm.
- ------------------------------------------------------------------------------------------------------------------------------------
Lawrence T. Rowland               Senior Vice President (formerly Vice President and Second Vice President), Lincoln National
Senior Vice President             Life Insurance Co.
One Reinsurance Place 
1700 Magnavox Way 
Fort Wayne, Ind. 46804
- ------------------------------------------------------------------------------------------------------------------------------------
Keith J. Ryan                     Vice President, Chief Financial Officer and Assistant Treasurer (formerly Controller, 
Vice President, Chief             Business Controls Director), Lincoln National Life Insurance Co. 
Financial Officer and
Assistant Treasurer
- ------------------------------------------------------------------------------------------------------------------------------------
Gabriel L. Shaheen                Executive Vice President (formerly Senior Vice President; Vice President), Lincoln National 
Executive Vice President          Life Insurance Co.
and Director
One Reinsurance Place 
1700 Magnavox Way 
Fort Wayne, Ind. 46804
- ------------------------------------------------------------------------------------------------------------------------------------
     
</TABLE> 

                                                                            23
<PAGE>


Appendix A continued

Executive officers and directors
Lincoln National Life Insurance Co.

<TABLE> 
<CAPTION> 

    
Name, address and position(s)
with applicant                    Principal occupations last five years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C> 
John L. Steinkamp                 Vice President and Associate General Counsel, Lincoln National Corp.
Vice President and 
Associate General Counsel
200 East Berry Street
Fort Wayne, Ind. 46802
- ------------------------------------------------------------------------------------------------------------------------------------
Casey J. Trumble                  Vice President, Lincoln National Corp. Formerly: tax partner, KPMG Peat Marwick.
Vice President
200 East Berry Street
Fort Wayne, Ind. 46802
- ------------------------------------------------------------------------------------------------------------------------------------
James A. Tunis                    Vice President, Lincoln National Life Insurance Co. (formerly President), Lincoln National 
Vice President                    Information Services, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
William K. Tyler                  Senior Vice President, Lincoln National Life Insurance Co.
Senior Vice President 
and Assistant Treasurer 
One Reinsurance Place 
1700 Magnavox Way 
Fort Wayne, Ind. 46804  
- ------------------------------------------------------------------------------------------------------------------------------------
Michael R. Walker                 Vice President, Lincoln National Life Insurance Co. Formerly: Vice President, Employers
Vice President                    Health Insurance Co; Vice President/HR, Baker Hughes, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Janet C. Whitney                  Vice President and Treasurer, Lincoln National Life Insurance Co. (formerly Vice President and 
Vice President and                General Auditor), Lincoln National Corp. and Lincoln National Life Insurance Co. 
Treasurer                                                                                        
200 East Berry Street
Fort Wayne, Ind. 46802
- ------------------------------------------------------------------------------------------------------------------------------------
Michael D. Wilkins                Vice President and Associate General Counsel, Lincoln National Corp.
Vice President and
Associate General Counsel
200 East Berry Street
Fort Wayne, Ind. 46802
- ------------------------------------------------------------------------------------------------------------------------------------
C. Suzanne Womack                 Secretary and Assistant Vice President, Lincoln National Corp. and Lincoln National Life
Secretary and                     Insurance Co.
Assistant Vice President
200 East Berry Street
Fort Wayne, Ind. 46802
- ------------------------------------------------------------------------------------------------------------------------------------
O. Douglas Worthington            Vice President, Controller and Assistant Treasurer, Lincoln National Life Insurance Co.
Vice President, Controller        (formerly Vice President), Lincoln Investment Management Inc.
and Assistant Treasurer
- ------------------------------------------------------------------------------------------------------------------------------------
Michael L. Wright                 Senior Vice President, Lincoln National Life Insurance Co. Formerly: Executive Vice President 
Senior Vice President             & COO; Senior Vice President, The Associated Group.
- ------------------------------------------------------------------------------------------------------------------------------------
Katherine K. Wyss                 Vice President (formerly Second Vice President), Lincoln National Life Insurance Co. 
Vice President
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE> 

     

* The principal business address of each person listed, unless otherwise
  indicated, is 1300 South Clinton Street, P.O. Box 1110, Fort Wayne, Ind.
  46801.

24
<PAGE>
 

Appendix B

Illustrations of policy values

The following tables have been prepared to help show how values under the policy
change with investment performance.  The tables show death benefits, policy
values, and net cash surrender values for each of the first 10 policy years, and
for every five year period thereafter through the thirtieth policy year,
assuming that the return on the assets invested in the Account were a uniform,
gross, after tax, annual rate of 0%, 6%, and 12%.  The actual death benefits and
net cash surrender values would be different from those shown if different
policyowner underwriting assumptions were used or if the returns averaged 0%,
6%, and 12% but fluctuated over and under those averages throughout the years.

The death benefits and net cash surrender values shown on pages using current
charges are approximately those likely to be provided under the policy for the
investment returns indicated, assuming that the current cost of insurance
charges are deducted.  Although the contract allows for maximum cost of
insurance charges specified in the l980 Commissioners Standard Ordinary
Mortality Table, Lincoln Life expects that it will continue to charge the
current cost of insurance charges for the indefinite future.  The figures shown
on pages using guaranteed maximum charges show the death benefits and net cash
surrender values which would result if the guaranteed maximum cost of insurance
charges were deducted.  However, these are primarily of interest only to show by
comparison the benefits of the lower current cost of insurance charges.

    
In each of the illustrations, the gross investment return is indicated and the
net investment return is listed below in parentheses.  The net investment return
is lower than the gross return because the daily asset management charge, the
daily mortality and expense risk charge, the daily guaranteed death benefit
charge, and the daily administrative charge are deducted from the gross return.
The gross return used in the illustrations is also reduced because of other
expenses reflected in the value of the net assets of the subaccounts of the
account, including printing, mailing, Directors' fees, etc.  For purposes of the
illustrations, this reduction is .04%, which is the estimated recent average of
these expenses.  The Asset management charge is .51%, which is the current
average charge for the eight subaccounts.  The mortality and expense risk charge
is .85% for the first 10 policy years and .75% thereafter. The administrative
charge is .30% for the first 10 policy years and .10% thereafter. The guaranteed
death benefit charge is .10% for the first 10 policy years. Thus, for example,
based on current charges and expenses a 6% gross return results in a 4.16% net
return for the first 10 policy years, and 4.56% return thereafter. The net
return is indicated in parentheses below the gross return.     

                                                                            25
<PAGE>
 
American Legacy Life

Flexible Premium Variable Life Insurance

Male issue age 35
$132,250 specified amount
$25,000 initial premium using current preferred mortality charges
<TABLE> 
<CAPTION> 
                   Death benefit                         Policy value                          Net cash surrender value
                   ------------------------------------- ------------------------------------- -------------------------------------
                   assuming hypothetical                 assuming hypothetical                 assuming hypothetical
       Premiums    gross (and net)                       gross (and net)                       gross (and net)
       accumulated annual investment return of           annual investment return of           annual investment return of
End of at 5%       ------------------------------------- ------------------------------------- -------------------------------------
policy interest    0% gross     6% gross    12% gross    0% gross     6% gross    12% gross    0% gross     6% gross    12% gross
year   per year    (-1.80% net) (4.20% net) (10.20% net) (-1.80% net) (4.20% net) (10.20% net) (-1.80% net) (4.20% net) (10.20% net)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>         <C>          <C>         <C>          <C>          <C>         <C>          <C>          <C>         <C>

1      $ 26,250    $132,250     $132,250    $132,250     $24,334      $25,828     $ 27,322     $22,084      $23,578     $ 25,072
2        27,563     132,250      132,250     132,250      23,665       26,679       29,874      21,540       24,554       27,749
3        28,941     132,250      132,250     132,250      22,994       27,556       32,679      20,994       25,556       30,679
4        30,388     132,250      132,250     132,250      22,308       28,445       35,752      20,558       26,695       34,002
5        31,907     132,250      132,250     132,250      21,606       29,350       39,124      20,106       27,850       37,624
- -----------------------------------------------------------------------------------------------------------------------------------
6        33,502     132,250      132,250     132,250      20,889       30,269       42,826      19,639       29,019       41,576
7        35,178     132,250      132,250     132,250      20,156       31,205       46,897      19,156       30,205       45,897
8        36,936     132,250      132,250     132,250      19,407       32,160       51,376      18,657       31,410       50,626
9        38,783     132,250      132,250     132,250      18,642       33,133       56,309      18,142       32,633       55,809
10       40,722     132,250      132,250     136,533      17,848       34,114       61,735      17,598       33,864       61,485
- -----------------------------------------------------------------------------------------------------------------------------------
15       51,973     132,250      132,250     190,073      13,724       39,974       99,515      13,724       39,974       99,515
20       66,332     132,250      132,250     160,229       8,159       46,135      160,229       8,159       46,135      160,229
25       84,659     132,250      132,250     346,806         289       52,307      258,810         289       52,307      258,810
30      108,049           0      132,250     510,920           0       57,895      418,787           0       57,895      418,787
 
</TABLE>

The hypothetical rates of return shown above and elsewhere in this prospectus
are illustrative only and should not be deemed a representation of past or
future investment rates of return.  Actual rates of return may be more or less
than those shown.  The death benefits and cash value for a contract would be
different from those shown if the actual rates of return averaged 0.00%, 6.00%
and 12.00% over a period of years, but also fluctuated above or below those
averages for individual contract years.  No representations can be made by
Lincoln Life or any of the funds that these hypothetical rates of return can be
achieved for any one year or sustained over any period of time.  All values are
net of the following charges: admin = .30% first 10 years, then .10%; asset
mgmt = .51% (curr ave) all years; guar death benefit = .10% first 10 years only;
mortality and expense risk = .85% first 10 years, then .75%; and misc expense =
 .04% all years.  Values illustrated are also net of cost of insurance charges.



26
<PAGE>
 
American Legacy Life

Flexible Premium Variable Life Insurance

Male issue age 35
$132,250 specified amount
$25,000 initial premium using current standard mortality charges
<TABLE>
<CAPTION>
                   Death benefit                         Policy value                          Net cash surrender value
                   ------------------------------------- ------------------------------------- -------------------------------------
                   assuming hypothetical                 assuming hypothetical                 assuming hypothetical
       Premiums    gross (and net)                       gross (and net)                       gross (and net)
       accumulated annual investment return of           annual investment return of           annual investment return of
End of at 5%       ------------------------------------- ------------------------------------- -------------------------------------
policy interest    0% gross     6% gross    12% gross    0% gross     6% gross    12% gross    0% gross     6% gross    12% gross
year   per year    (-1.80% net) (4.20% net) (10.20% net) (-1.80% net) (4.20% net) (10.20% net) (-1.80% net) (4.20% net) (10.20% net)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>         <C>          <C>         <C>          <C>          <C>         <C>          <C>          <C>         <C>
 1     $ 26,250    $132,250     $132,250    $132,250     $24,321      $25,815     $127,309     $22,071      $23,565     $125,059
 2       27,563     132,250      132,250     132,250      23,640       26,653       29,846      21,515       24,528       27,721
 3       28,941     132,250      132,250     132,250      22,956       27,515       32,635      20,956       25,515       30,635
 4       30,388     132,250      132,250     132,250      22,258       28,390       35,692      20,508       26,640       33,942
 5       31,907     132,250      132,250     132,250      21,544       29,279       39,045      20,044       27,779       37,545
- -----------------------------------------------------------------------------------------------------------------------------------
 6       33,502     132,250      132,250     132,250      20,814       30,183       42,728      19,565       28,933       41,478
 7       35,178     132,250      132,250     132,250      20,069       31,103       46,777      19,069       30,103       45,777
 8       36,936     132,250      132,250     132,250      19,308       32,040       51,233      18,558       31,290       50,483
 9       38,783     132,250      132,250     132,250      18,518       32,983       56,131      18,018       32,483       55,631
10       40,722     132,250      132,250     136,055      17,698       33,934       61,520      17,448       33,684       61,270
- ------------------------------------------------------------------------------------------------------------------------------------
15       51,973     132,250      132,250     189,111      13,403       39,575       99,011      13,403       39,575       99,011
20       66,332     132,250      132,250     249,903       7,574       45,388      159,174       7,574       45,388      159,174
25       84,659           0      132,250     343,690           0       50,745      256,485           0       50,745       256,48
30      108,049           0      132,250     504,765           0       54,626      413,742           0       54,626      413,742

</TABLE> 

The hypothetical rates of return shown above and elsewhere in this prospectus
are illustrative only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown. The death benefits and cash value for a contract would be
different from those shown if the actual rates of return averaged 0.00%, 6.00%
and 12.00% over a period of years, but also fluctuated above or below those
averages for individual contract years. No representations can be made by
Lincoln Life or any of the funds that these hypothetical rates of return can be
achieved for any one year or sustained over any period of time. All values are
net of the following charges: admin = .30% first 10 years, then .10%; 
asset mgmt = .51% (curr ave) all years; guar death benefit = .10% first 
10 years only; mortality and expense risk= .85% first 10 years, then .75%; 
and misc expense = .04% all years. Values illustrated are also net of cost of 
insurance charges.

                                                                              27
<PAGE>
 
American Legacy Life

Flexible Premium Variable Life Insurance

Male issue age 35
$132,250 specified amount
$25,000 initial premium using guaranteed mortality charges             
 

<TABLE> 
<CAPTION>  
                   Death benefit                         Policy value                          Net cash surrender value
                   ------------------------------------- ------------------------------------- -------------------------------------
                   assuming hypothetical                 assuming hypothetical                 assuming hypothetical
       Premiums    gross (and net)                       gross (and net)                       gross (and net)
       accumulated annual investment return of           annual investment return of           annual investment return of
End of at 5%       ------------------------------------- ------------------------------------- -------------------------------------
policy interest    0% gross    6% gross    12% gross     0% gross    6% gross    12% gross     0% gross    6% gross    12% gross
year   per year    (-1.80% net) (4.20% net) (10.20% net) (-1.80% net) (4.20% net) (10.20% net) (-1.80% net) (4.20% net) (10.20% net)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>         <C>         <C>         <C>           <C>         <C>         <C>           <C>         <C>         <C>
 1     $26,250       $132,250    $132,250     $132,250     $24,320     $ 25,814     $27,308      $22,070      $23,564     $ 25,058
 2      27,563        132,250     132,250      132,250      23,635       26,648      29,842       21,510       24,523       27,717
 3      28,941        132,250     132,250      132,250      22,942       27,501      32,621       20,942       25,501       30,621
 4      30,388        132,250     132,250      132,250      22,240       28,371      35,672       20,490       26,621       33,922
 5      31,907        132,250     132,250      132,250      21,524       29,257      39,021       20,024       27,757       37,521
- -----------------------------------------------------------------------------------------------------------------------------------
 6      33,502        132,250     132,250      132,250      20,791       30,147      42,698       19,541       28,907       41,448
 7      35,178        132,250     132,250      132,250      20,040       31,069      46,738       19,040       30,069       45,738
 8      36,936        132,250     132,250      132,250      19,267       31,994      51,180       18,517       31,244       50,430
 9      38,783        132,250     132,250      132,250      18,471       32,929      56,068       17,971       32,429       55,568
10      40,722        132,250     132,250      135,895      17,647       33,873      61,447       17,397       33,623       61,197
- -----------------------------------------------------------------------------------------------------------------------------------
15      51,973        132,250     132,250      188,831      13,320       39,464      98,965       13,320       39,464       98,865
20      66,332        132,250     132,250      249,497       7,468       45,221     158,915        7,468       45,221      158,915
25      84,659              0     132,250      343,085           0       50,490     256,034            0       50,490      256,034
30     108,049              0     132,250      503,831           0       54,240     412,976            0       54,240      412,976
</TABLE>
The hypothetical rates of return shown above and elsewhere in this prospectus
are illustrative only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown. The death benefits and cash value for a contract would be
different from those shown if the actual rates of return averaged 0.00%, 6.00%
and 12.00% over a period of years, but also fluctuated above or below those
averages for individual contract years. No representations can be made by
Lincoln Life or any of the funds that these hypothetical rates of return can be
achieved for any one year or sustained over any period of time. All values are
net of the following charges: admin = .30% first 10 years, then .10%; asset 
mgmt = .51% (curr ave) all years; guar death benefit = .10% first 10 years only;
mortality and expense risk = .85% first 10 years, then .75%; and misc expense =
 .04% all years. Values illustrated are also net of cost of insurance charges.

28
<PAGE>
 
American Legacy Life

Flexible Premium Variable Life Insurance

Male issue age 35
$62,500 specified amount
$25,000 initial premiun using current preferred charges

<TABLE> 
<CAPTION> 
                        Death benefit                         Policy value                        Net cash surrender value
                        ----------------------------------    ----------------------------------  ----------------------------------
                        assuming hypothetical                 assuming hypothetical               assuming hypothetical
         Premiums       gross (and net)                       gross (and net)                     gross (and net)
         accumulated    annual investment return of           annual investment return of         annual investment return of
End of   at 5%          ----------------------------------    ----------------------------------  ----------------------------------
policy   interest       0% gross    6% gross   12% gross      0% gross    6% gross   12% gross    0% gross    6% gross   12% gross
year     per year       (-1.80%net) (4.20%net) (10.20%net)    (-1.80%net) (4.20%net) (10.20%net)  (-1.80%net) (4.20%net) (10.20%net)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>            <C>         <C>        <C>            <C>         <C>        <C>          <C>         <C>        <C>

 1       $ 26,250       $62,500     $62,500    $ 62,500       $24,174     $25,669    $27,164      $21,924     $23,419    $ 24,914
 2         27,563        62,500      62,500      62,500        23,322      26,341     29,542       21,197      24,216      27,417
 3         28,941        62,500      62,500      62,500        22,444      27,019     32,163       20,444      25,019      30,163
 4         30,388        62,500      62,500      62,500        21,533      27,699     35,057       19,783      25,949      33,307
 5         31,907        62,500      62,500      62,500        20,582      28,378     38,257       19,082      26,878      36,757
- -----------------------------------------------------------------------------------------------------------------------------------
 6         33,502        62,500      62,500      62,500        19,590      29,058     41,807       18,340      27,808      40,557
 7         35,178        62,500      62,500      62,500        18,545      29,733     45,751       17,545      28,733      44,751
 8         36,936        62,500      62,500      63,183        17,438      30,400     50,145       16,688      29,650      49,395
 9         38,783        62,500      62,500      68,210        16,256      31,053     55,008       15,756      30,553      54,508
10         40,722        62,500      62,500      73,620        14,993      31,692     60,345       14,743      31,442      60,095
- -----------------------------------------------------------------------------------------------------------------------------------
15         51,973        62,500      62,500     113,117         7,222      35,308     97,515        7,222      35,308      97,515
20         66,332             0      62,500     169,021             0      38,326    157,694            0      38,326     157,964
25         84,659             0      62,500     270,197             0      39,229    257,331            0      39,229     257,331
30        108,049             0      62,500     436,407             0      34,813    415,625            0      34,813     415,625
</TABLE>

The hypothetical rates of return shown above and elsewhere in this prospectus
are illustrative only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown. the death benefits and cash value for a contract would be
different from those shown if the actual rates of return averaged 0.00%, 6.00%
and 12.00% over a period of years, but also fluctuated above or below those
averages for individual contract years. No representations can be made by
Lincoln Life or any of the funds that these hypothetical rates of return can be
achieved for any one year or sustained over any period of time. All values are
net of the following charges:  admin = .30% first 10 years, then .10%;
asset mgmt = .51% (curr ave) all years; guar death benefit = .10% first
10 years only; mortality and expense risk = .85% first 10 years, then .75%;
and misc expense = .04% all years. Values illustrated are also net of cost of
insurance charges.

                                                                              29
<PAGE>
American Legacy Life

Flexible Premium Variable Life Insurance

Male issue age 35
$62,500 specified amount
$25,000 initial premium using current standard charges

<TABLE> 
<CAPTION> 
                   Death benefit                         Policy value                           Net cash surrender value
                   ------------------------------------  -------------------------------------  -----------------------------------
                   assuming hypothetical                 assuming hypothetical                  assuming hypothetical
       Premiums    gross (and net)                       gross (and net)                        gross (and net)
       accumulated annual investment return of           annual investment return of            annual investment return of
End of at 5%       ------------------------------------  -------------------------------------  -----------------------------------
policy interest    0% gross     6% gross    12% gross    0% gross     6% gross    12% gross     0% gross     6% gross    12% gross
year   per year   (-1.80% net) (4.20% net) (10.20% net) (-1.80% net) (4.20% net) (10.20% net)  (-1.80% net) (4.20% net) (10.20% net)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>         <C>          <C>         <C>          <C>          <C>         <C>           <C>          <C>         <C>

 1     $ 26,250    $62,500      $62,500     $62,500      $24,142      $25,637     $27,131       $21,892      $23,287     $24,881
 2       27,563     62,500       62,500      62,500       23,254       26,272      29,471        21,129       24,147      27,346
 3       28,941     62,500       62,500      62,500       22,349       26,901      32,044        20,329       24,901      30,044
 4       30,388     62,500       62,500      62,500       21,361       27,523      34,880        19,611       25,773      33,130
 5       31,907     62,500       62,500      62,500       20,346       28,137      38,016        18,846       26,637      36,516
- ------------------------------------------------------------------------------------------------------------------------------------
 6       33,502     62,500       62,500      62,500       19,274       28,736      41,491        18,024       27,486      40,241
 7       35,178     62,500       62,500      62,500       18,141       29,322      45,355        17,141       28,332      44,355
 8       36,936     62,500       62,500      62,576       16,927       29,883      49,664        16,177       29,133      48,914
 9       38,783     62,500       62,500      67,508       15,617       30,412      54,442        15,117       29,912      53,942
10       40,722     62,500       62,500      72,812       14,200       30,904      59,682        13,950       30,654      59,432
- ------------------------------------------------------------------------------------------------------------------------------------
15       51,973     62,500       62,500     111,425        5,117       33,350      96,056         5,117       33,350      96,056
20       66,332          0       62,500     165,737            0       33,732     154,895             0       33,732     154,895
25       84,659          0       62,500     264,211            0       28,725     251,630             0       28,725     251,630
30      108,049          0       62,500     425,606            0        9,243     405,339             0        9,243     405,339
</TABLE> 

The hypothetical rates of return shown above and elsewhere in this prospectus
are illustrative only and should not be deemed a representation of past or
future investment rates of return.  Actual rates of return may be more or less
than those shown.  The death benefits and cash value for a contract would be
different from those shown if the actual rates of return averaged 0.00%, 6.00%
and 12.00% over a period of years, but also fluctuated above or below those
averages for individual contract years.  No representations can be made by
Lincoln Life or any of the funds that these hypothetical rates of return can be
achieved for any one year or sustained over any period of time.  All values are
net of the following charges:  admin = .30% first 10 years, then .10%; asset
mgmt = .51% (curr ave) all years; guar death benefit = .10% first 10 years only;
mortality and expense risk = .85% first 10 years, then .75%; and misc expense =
 .04% all years.  Values illustrated are also net of cost of insurance charges.


30
<PAGE>
 
American Legacy Life

Flexible Premium Variable Life Insurance

Male issue age 55
$62,500 specified amount 
$25,000 initial premium using guaranteed charges
 
<TABLE> 
<CAPTION> 
                        Death benefit                         Policy value                        Net cash surrender value
                        ----------------------------------    ----------------------------------  ----------------------------------
                        assuming hypothetical                 assuming hypothetical               assuming hypothetical
         Premiums       gross (and net)                       gross (and net)                     gross (and net)
         accumulated    annual investment return of           annual investment return of         annual investment return of
End of   at 5%          ----------------------------------    ----------------------------------  ----------------------------------
policy   interest       0% gross    6% gross   12% gross      0% gross    6% gross   12% gross    0% gross    6% gross   12% gross
year     per year       (-1.80%net) (4.20%net) (10.20%net)    (-1.80%net) (4.20%net) (10.20%net)  (-1.80%net) (4.20%net) (10.20%net)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>            <C>         <C>        <C>            <C>         <C>        <C>          <C>         <C>        <C>

 1       $ 26,250       $ 62,500    $ 62,500   $ 62,500       $24,141      25,635      27,129      21,891      23,385      24,879
 2         27,563         62,500      62,500     62,500        23,249      26,266      29,465      21,124      24,141      27,340
 3         28,941         62,500      62,500     62,500        22,320      26,892      32,035      20,320      24,892      30,035
 4         30,388         62,500      62,500     62,500        21,351      27,512      34,869      19,601      25,762      33,119
 5         31,907         62,500      62,500     62,500        20,334      28,123      38,002      18,834      26,623      36,502
- -----------------------------------------------------------------------------------------------------------------------------------
 6         33,502         62,500      62,500     62,500        19,261      28,722      41,474      18,011      27,472      40,224
 7         35,178         62,500      62,500     62,500        18,122      29,302      45,354      17,122      28,302      44,334
 8         36,936         62,500      62,500     62,576        16,903      29,858      49,638      16,153      29,108      48,888
 9         38,783         62,500      62,500     67,508        15,592      30,384      54,414      15,092      29,884      53,914
10         40,722         62,500      62,500     72,812        14,172      30,873      59,650      13,922      30,623      59,400
- -----------------------------------------------------------------------------------------------------------------------------------
15         51,973         62,500      62,500    111,425         5,043      33,275      95,292       5,043      33,275      95,992
20         66,332              0      62,500    165,737             0      33,564     154,771           0      33,564     154,771
25         84,659              0      62,500    264,211             0      28,083     251,333           0      28,083     251,333
30        108,049              0      62,500    425,606             0       4,998     404,019           0       4,998     404,019
 
</TABLE>

The hypothetical rates of return shown above and elsewhere in this prospectus
are illustrative only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown. The death benefits and cash value for a contract would be
different from those shown if the actual rates of return averaged 0.00%, 6.00%
and 12.00% over a period of years, but also fluctuated above or below those
averages for individual contract years. No representations can be made by
Lincoln Life or any of the funds that these hypothetical rates of return can be
achieved for any one year or sustained over any period of time. All values are
net of the following charges: admin = .30% first 10 years, then .10%; asset 
mgmt = .51% (curr ave) all years; guar death benefit = .10% first 10 years only;
mortality and expense risk = .85% first 10 years, then .75%; and misc expense = 
 .04% all years. Values illustrated are also net of cost of insurance charges.

                                                                              31
<PAGE>
 
Appendix C

Definitions

Separate Account -- The Lincoln Life Flexible Premium Variable Life Account F, a
Separate Account established by Lincoln Life to receive and invest net premiums
paid under the policy.

Age -- The age at the insured's last birthday on the policy date.

Attained age -- The age of the insured on the policy anniversary on or next
preceding any monthly anniversary day.

Beneficiary -- The beneficiary is designated by the owner in the application. If
changed, the beneficiary is as shown in the latest change filed with Lincoln
Life. If no beneficiary survives the insured, the owner or the owner's estate
will receive the benefit.

Free look period -- The period of time in which the owner may cancel the policy
and receive a refund. The owner may cancel the policy within 10 days of receipt,
or 45 days after Part 1 of the application is signed, or within 10 days after
mailing or personal delivery of the Notice of Withdrawal Right.

Fund -- Any of the funds in which the Separate Account may invest; currently,
the American Variable Insurance Series is available.

General account -- The assets of Lincoln Life other than those allocated to the
Separate Account or any other Separate Account.

Gross investment results -- The gross investment results are equal to the change
in the market value of the assets of a fund from the previous valuation day to
the current day, plus the investment income on those assets during the same
period.

Guaranteed death benefit -- The Death Benefit protection provided by Lincoln
Life on the life of the insured if net cash surrender value has been reduced to
zero and if there are no outstanding policy loans.

Insured -- The person upon whose life the policy is issued, and who is so named
on the Policy Schedule.

Investment amount -- The portion of the policy value invested in the Separate
Account, and equal in amount to the policy value minus amounts invested in the
General Account (including any outstanding loans).

Issue premium -- The total premium required to be paid to issue the policy.
Lincoln Life (we, our, us) -- Lincoln National Life Insurance Co.

Maturity date -- The policy Anniversary following the insured's 99th birthday,
if living. It is the last date insurance coverage can remain in force and the
date any remaining net cash surrender value will be payable.

Monthly anniversary day -- The same date in each month as the policy date.

Net cash surrender value -- The amount payable to the owner upon surrender of
the policy. It is equal to the policy value minus any surrender charge, minus
any outstanding loan and minus any unpaid loan interest.

Net investment results -- The gross investment results of a fund minus the Asset
Management Charges and any miscellaneous fund expenses, and the Mortality and
Expense Risk Charge, minus guaranteed death benefit Charge, and minus the
Administrative Charge.

Option date -- Any date the policy terminates under the Termination Provision.

Owner (you, your) --  The person so designated in the application or as
subsequently changed. If a policy has been absolutely assigned, the assignee is
the owner. A collateral assignee is not the owner.

Planned periodic premium -- A scheduled premium of a level amount at a fixed
interval over a specified period of time.

Policy -- The Flexible Premium Variable Life Insurance policy offered by Lincoln
Life and described in this prospectus.

Policy date -- The date set forth in the policy that is used to determine policy
years and policy months. Policy anniversaries are measured from the policy date.
The policy date is ordinarily the earlier of the date the full initial premium
is received from the owner or the date on which the policy is approved for
issue.

Policy value -- The sum of all values in the Separate Account and in the General
Account at any time, irrespective of outstanding loans or surrender charge.

Proceeds -- The amount payable on the maturity date, or on surrender of the
policy, or after the death of any insured person. The proceeds will be different
on each of these events.

Record date -- The date the policy is recorded on the books of Lincoln Life as
an in-force policy. Ordinarily, the policy will be recorded as in-force within
three business days after the later of the date we receive the last outstanding
requirement or the date of underwriting approval. The record date controls the
timing of the transfer of initial assets from the Cash Management Fund to the
various subaccounts.

Series -- Any of the series in which the Separate Account may invest; currently,
the sole series is American Variable Insurance Series.

Specified amount -- The minimum Death Benefit payable under the policy so long
as the policy remains in force. The Death Benefit proceeds will be reduced by
any out-

32
<PAGE>
 
standing loan and any due and unpaid charges, and increased by any unearned loan
interest.

Subaccount -- A subdivision of the Separate Account. Each subaccount invests
exclusively in the shares of a specified fund.

Surrender charge -- A charge deducted from policy value upon surrender of the
policy.

                                                                              33
<PAGE>

Lincoln Life Flexible Premium Variable Life Account F

Statement of assets and liability

December 31, 1995

<TABLE>
<CAPTION>


                                                             Percent                    Cash      High-Yield    
                                                             of net                  Management      Bond      Growth-Income
                                                             assets     Combined      Account       Account       Account
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>        <C>          <C>          <C>          <C>
Assets                                                 
  Investments in American Variable                     
  Insurance Series at net asset value:                 
  .   Cash Management Fund                             
      227,125 shares at $11.01 per share               
      (cost-$2,511,325)                                       6.3%     $ 2,500,648   $2,500,648
  -------------------------------------------------------  
  .   High-Yield Bond Fund                             
      268,554 shares at $13.91 per share               
      (cost-$3,641,573)                                       9.5        3,735,587                $3,735,587
  -------------------------------------------------------  
  .   Growth-Income Fund                               
      466,168 shares at $30.29 per share               
      (cost-$10,900,688)                                     35.7       14,120,239                              $14,120,239
  -------------------------------------------------------  
  .   Growth Fund                                      
      296,486 shares at $37.82 per share               
      (cost-$8,575,981)                                      28.4       11,213,115
  -------------------------------------------------------  
  .   U.S. Government/AAA-Rated Securities Fund        
      328,448 shares at $11.47 per share               
      (cost-$3,628,130)                                       9.5        3,767,298
  -------------------------------------------------------  
  .   International Fund                               
      209,997 shares at $13.63 per share               
      (cost-$2,671,933)                                       7.2        2,862,261
  -------------------------------------------------------  
  .   Asset Allocation Fund                            
      104,045 shares at $13.35 per share               
      (cost-$1,225,645)                                       3.5        1,389,005
  -------------------------------------------------------   -----      -----------   ----------   ----------    ----------- 
TOTAL ASSETS (Cost--$33,155,275)                            100.1       39,588,153    2,500,648    3,735,587     14,120,239 
- ---------------------------------------------------------                                                                   
LIABILITY--Payable to Lincoln National Life Insurance Co.     0.1           21,830        2,640        3,931         14,883 
- ---------------------------------------------------------   -----      -----------   ----------   ----------    ----------- 
NET ASSETS                                                  100.0%     $39,546,323   $2,498,008   $3,731,656    $14,105,356 
- ---------------------------------------------------------   =====      ===========   ==========   ==========    =========== 
UNITS OUTSTANDING                                                                     1,790,493    1,660,594      5,451,425   
- ---------------------------------------------------------                            ==========   ==========    ===========   
NET ASSET VALUE PER UNIT                                                             $    1.395   $    2.247    $     2.587   
- ---------------------------------------------------------                            ==========   ==========    ===========   

</TABLE>

See accompanying Notes to financial statements.

34
<PAGE>
 

<TABLE>
<CAPTION>

                                                                               U.S.
                                                                            Government/
                                                                             AAA-Rated                    Asset
                                                               Growth        Securities  International  Allocation
                                                               Account        Account       Account      Account
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>        <C>          <C>           <C>
Assets
  Investments in American Variable
  Insurance Series at net asset value:
  .   Cash Management Fund
      227,125 shares at $11.01 per share
      (cost-$2,511,325)
  -------------------------------------------------------
  .   High-Yield Bond Fund
      268,554 shares at $13.91 per share
      (cost-$3,641,573)
  -------------------------------------------------------
  .   Growth-Income Fund
      466,168 shares at $30.29 per share
      (cost-$10,900,688)
  -------------------------------------------------------
  .   Growth Fund
      296,486 shares at $37.82 per share
      (cost-$8,575,981)                                      $11,213,115
  -------------------------------------------------------
  .   U.S. Government/AAA-Rated Securities Fund
      328,448 shares at $11.47 per share
      (cost-$3,628,130)                                                       $3,767,298
  -------------------------------------------------------
  .   International Fund
      209,997 shares at $13.63 per share
      (cost-$2,671,933)                                                                     2,862,261
  -------------------------------------------------------
  .   Asset Allocation Fund
      104,045 shares at $13.35 per share
      (cost-$1,225,645)                                                                                 $1,389,005
  -------------------------------------------------------    -----------     -----------   ----------   ----------               
TOTAL ASSETS (Cost--$33,155,275)                              11,213,115       3,767,298    2,862,261    1,389,005
- ---------------------------------------------------------
LIABILITY--Payable to Lincoln National Life Insurance Co.         11,913           3,999        3,001        1,463
- ---------------------------------------------------------    -----------     -----------   ----------   ---------- 
NET ASSETS                                                   $11,201,202     $ 3,763,299   $2,859,260   $1,387,542
- ---------------------------------------------------------    ===========     ===========   ==========   ==========
UNITS OUTSTANDING                                              3,737,878       2,090,500    1,936,515      889,397
- ---------------------------------------------------------    ===========     ===========   ==========   ==========
NET ASSET VALUE PER UNIT                                     $     2.997     $     1.800   $    1.476   $    1.560
- ---------------------------------------------------------    ===========     ===========   ==========   ==========

</TABLE>

                                                                              35
<PAGE>
Lincoln Life Flexible Premium Variable Life Account F

Statements of operations
<TABLE>
<CAPTION>
<S>                                                                        <C>               <C>          <C>            <C>
                                                                                             Cash        High-Yield      Growth-
                                                                                             Management  Bond            Income
                                                                            Combined         Account     Account         Account
- -----------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1993
Net investment income:
 . Dividends from investment income                                         $   822,525      $ 71,098    $ 209,117       $  215,875
- ---------------------------------------------------------------------  
 . Dividends from net realized gain on investments                              665,245            --       51,881          312,661
- ---------------------------------------------------------------------  
 . Mortality and expense risk charge                                           (323,261)      (33,210)     (35,967)        (104,896)
- ---------------------------------------------------------------------       -----------      --------    ---------       ----------
NET INVESTMENT INCOME                                                         1,164,509        37,888      225,031          423,640
- ---------------------------------------------------------------------  
Net realized and unrealized gain (loss) on investments:
- ---------------------------------------------------------------------  
 . Net realized gain (loss) on investments                                      519,160        (6,598)      79,843          120,843
- ---------------------------------------------------------------------  
 . Net change in unrealized appreciation or depreciation on investments       1,185,635         5,626       84,536          328,829
- ---------------------------------------------------------------------       -----------      --------    ---------       ----------
NET GAIN (LOSS) ON INVESTMENTS                                                1,704,795          (972)     164,379          449,672
- ---------------------------------------------------------------------       -----------      --------    ---------       ----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                        $ 2,869,304      $ 36,916    $ 389,410       $  873,312
- ---------------------------------------------------------------------       ===========      ========    =========       ==========
Year Ended December 31, 1994
Net investment income:
 . Dividends from investment income                                         $ 1,006,571      $ 97,445    $ 261,748       $  267,416
- ---------------------------------------------------------------------  
 . Dividends from net realized gain on investments                              702,743            --           --          422,560
- ---------------------------------------------------------------------  
 . Mortality and expense risk charge                                           (375,887)      (39,302)     (35,186)        (125,569)
- ---------------------------------------------------------------------       -----------      --------    ---------       ----------
NET INVESTMENT INCOME                                                         1,333,427        58,143      226,562          564,407
- ---------------------------------------------------------------------  
Net realized and unrealized gain (loss) on investments:
 . Net realized gain (loss) on investments                                      376,161        10,080       18,558           84,577
- ---------------------------------------------------------------------  
 . Net change in unrealized appreciation or depreciation on investments      (2,045,584)       11,716     (452,413)        (556,183)
- ---------------------------------------------------------------------       -----------      --------    ---------       ----------
NET GAIN (LOSS) ON INVESTMENTS                                               (1,669,423)       21,796     (433,855)        (471,606)
- ---------------------------------------------------------------------       -----------      --------    ---------       ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS             $  (335,996)     $ 79,939    $(207,293)      $   92,801
- ---------------------------------------------------------------------       ===========      ========    =========       ==========
Year Ended December 31, 1995
Net investment income:
 . Dividends from investment income                                         $ 1,252,832      $125,603    $ 332,900       $  318,849
- ---------------------------------------------------------------------  
 . Dividends from net realized gain on investments                            1,586,142            --           --          559,151
- ---------------------------------------------------------------------  
 . Mortality and expense risk charge                                           (442,101)      (27,945)     (42,751)        (153,973)
- ---------------------------------------------------------------------       -----------      --------    ---------       ----------
NET INVESTMENT INCOME                                                         2,396,873        97,658      290,149          724,027
- --------------------------------------------------------------------- 
Net realized and unrealized gain (loss) on investments:
- ---------------------------------------------------------------------   
 . Net realized gain on investments                                             527,229         8,545        2,863          148,499
- ---------------------------------------------------------------------  
 . Net change in unrealized appreciation or depreciation on investments       4,708,861       (13,686)     330,754        2,434,036
- ---------------------------------------------------------------------       -----------      --------    ---------       ----------
NET GAIN (LOSS) ON INVESTMENT                                                 5,236,090        (5,141)     333,617        2,582,535
- ---------------------------------------------------------------------       -----------      --------    ---------       ----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                        $ 7,632,963      $ 92,517    $ 623,766       $3,306,562
- ---------------------------------------------------------------------       ===========      ========    =========       ==========
</TABLE> 
See accompanying Notes to financial statements.

36

<PAGE>
<TABLE>
<CAPTION>
                                                                        <S>             <C>            <C>             <C>        
                                                                                        U.S.                                        
                                                                                        Government/                                 
                                                                                        AAA-Rated                      Asset        
                                                                        Growth          Securities     International   Allocation   
                                                                        Account         Account        Account         Account      
- ---------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1993                                                                                                        
Net investment income:                                                                                                              
 . Dividends from investment income                                      $   56,516   $ 233,087         $  10,759       $  26,073   
- -----------------------------------------------------------------------                                                             
 . Dividends from net realized gain on investments                          245,233      22,919            23,164           9,387   
- -----------------------------------------------------------------------                                                             
 . Mortality and expense risk charge                                        (86,495)    (47,761)           (8,291)         (6,641)  
- -----------------------------------------------------------------------  ----------    --------         ---------       ---------   
NET INVESTMENT INCOME                                                       215,254     208,245            25,632          28,819   
- -----------------------------------------------------------------------                                                             
Net realized and unrealized gain (loss) on investments:                                                                             
- -----------------------------------------------------------------------                                                             
 . Net realized gain (loss) on investments                                  270,893      41,077             5,684           7,418   
- -----------------------------------------------------------------------                                                             
 . Net change in unrealized appreciation or depreciation on investments     483,539     100,217           174,461           8,427   
- -----------------------------------------------------------------------  ----------    --------         ---------       ---------   
NET GAIN (LOSS) ON INVESTMENTS                                              754,432     141,294           180,145          15,845   
- -----------------------------------------------------------------------  ----------    --------         ---------       ---------   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                     $  969,686   $ 349,539         $ 205,777       $  44,664   
- -----------------------------------------------------------------------  ==========   =========         =========       =========   
Year Ended December 31, 1994                                                                                                        
Net investment income:                                                                                                              
 . Dividends from investment income                                      $   57,736   $ 246,289         $  38,224       $  37,713   
- -----------------------------------------------------------------------                                                             
 . Dividends from net realized gain on investments                          192,403          --            74,022          13,758   
- -----------------------------------------------------------------------                                                             
 . Mortality and expense risk charge                                        (94,923)    (46,248)          (24,563)        (10,096)  
- -----------------------------------------------------------------------  ----------    --------         ---------       ---------   
NET INVESTMENT INCOME                                                       155,216     200,041            87,683          41,375   
- -----------------------------------------------------------------------                                                             
Net realized and unrealized gain (loss) on investments:                                                                             
 . Net realized gain (loss) on investments                                  216,161      10,152            38,096          (1,463)  
- -----------------------------------------------------------------------                                                             
                                                                                                                                  
 . Net change in unrealized appreciation or depreciation on investments    (433,456)   (423,549)         (143,433)        (48,266)  
- -----------------------------------------------------------------------  ----------    --------         ---------       ---------   
NET GAIN (LOSS) ON INVESTMENTS                                             (217,295)   (413,397)         (105,337)        (49,729)  
- -----------------------------------------------------------------------  ----------    --------         ---------       ---------   
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS          $  (62,079)  $(213,356)        $ (17,654)      $  (8,354)  
- -----------------------------------------------------------------------  ==========   =========         =========       =========   
Year Ended December 31, 1995                                                                                                        
Net investment income:                                                                                                              
 . Dividends from investment income                                      $   84,892   $ 277,020         $  66,376       $  47,192   
- -----------------------------------------------------------------------                                                             
 . Dividends from net realized gain on investments                          919,940          --            59,299          47,752   
- -----------------------------------------------------------------------                                                             
 . Mortality and expense risk charge                                       (122,795)    (47,668)          (32,274)        (14,695)  
- -----------------------------------------------------------------------  ----------    --------         ---------       ---------   
NET INVESTMENT INCOME                                                       882,037     229,352            93,401          80,249   
- -----------------------------------------------------------------------                                                             
Net realized and unrealized gain (loss) on investments:                                                                             
- -----------------------------------------------------------------------                                                             
 . Net realized gain on investments                                         338,085      12,456            14,231           2,550   
- -----------------------------------------------------------------------                                                             
 . Net change in unrealized appreciation or depreciation on investments   1,331,301     255,811           168,842         201,803   
- -----------------------------------------------------------------------  ----------    --------         ---------       ---------   
NET GAIN (LOSS) ON INVESTMENT                                             1,669,386     268,267           183,073         204,353   
- -----------------------------------------------------------------------  ----------    --------         ---------       ---------   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                     $2,551,423   $ 497,619         $ 276,474       $ 284,602   
- -----------------------------------------------------------------------  ==========   =========         =========       =========   


</TABLE>

37
 
<PAGE>
<TABLE>
<CAPTION>

Lincoln Life Flexible Premium Variable Life Account F

Statements of changes in net assets

                                                                            Cash          High-Yield     Growth-
                                                                            Management    Bond           Income
                                                             Combined       Account       Account        Account
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>             <C>           <C>             <C>
NET ASSETS AT JANUARY 1, 1993                               $23,147,867    $2,856,864    $2,401,253      $ 7,568,820
Changes from operations:
  . Net investment income                                     1,164,509        37,888       225,031          423,640
- ------------------------------------------------------
  . Net realized gain (loss) on investments                     519,160        (6,598)       79,843          120,843
- ------------------------------------------------------
  . Net change in unrealized appreciation
    or depreciation on investments                            1,185,635         5,626        84,536          328,829
- ------------------------------------------------------      -----------    ----------    ----------      -----------    
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS          2,869,304        36,916       389,410          873,312
- ------------------------------------------------------
Net increase from unit transactions                           3,266,704       217,220       391,570          999,384
- ------------------------------------------------------      -----------    ----------    ----------      -----------
TOTAL INCREASE IN NET ASSETS                                  6,136,008       254,136       780,980        1,872,696
- ------------------------------------------------------      -----------    ----------    ----------      -----------
NET ASSETS AT DECEMBER 31, 1993                              29,283,875     3,111,000     3,182,233        9,441,516
- ------------------------------------------------------

Changes from operations:
  . Net investment income                                     1,333,427        58,143       226,562          564,407
- ------------------------------------------------------
  . Net realized gain (loss) on
    investments                                                 376,161        10,080        18,558           84,577
- ------------------------------------------------------    
  . Net change in unrealized appreciation
    or depreciation on investments                           (2,045,584)       11,716      (452,413)        (556,183)
- ------------------------------------------------------      -----------    ----------    ----------      -----------
NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM OPERATIONS                            (335,996)       79,939      (207,293)          92,801
- ------------------------------------------------------
Net increase (decrease) from unit transactions                1,771,577      (585,955)          331          944,450
- ------------------------------------------------------      -----------    ----------    ----------      -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS                       1,435,581      (506,016)     (206,962)       1,037,251
- ------------------------------------------------------      -----------    ----------    ----------      -----------
NET ASSETS AT DECEMBER 31, 1994                              30,719,456     2,604,984     2,975,271       10,478,767
- ------------------------------------------------------

Changes from operations:
  . Net investment income                                     2,396,873        97,658       290,149          724,027
- ------------------------------------------------------
  . Net realized gain on investments                            527,229         8,545         2,863          148,499
- ------------------------------------------------------
  . Net change in unrealized appreciation
    or depreciation on investments                            4,708,861       (13,686)      330,754        2,434,036
- ------------------------------------------------------      -----------    ----------    ----------      -----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS          7,632,963        92,517       623,766        3,306,562
- ------------------------------------------------------
Net increase (decrease) from unit transactions                1,193,904      (199,493)      132,619          320,027
- ------------------------------------------------------      -----------    ----------    ----------      -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS                       8,826,867      (106,976)      756,385        3,626,589
- ------------------------------------------------------      -----------    ----------    ----------      -----------
NET ASSETS AT DECEMBER 31, 1995                             $39,546,323    $2,498,008    $3,731,656      $14,105,356
- ------------------------------------------------------      ===========    ==========    ==========      ===========
</TABLE> 


See accompanying Notes to financial statements.
38
<PAGE>

<TABLE>
<CAPTION>
                                                                            U.S.
                                                                            Government/
                                                                            AAA-Rated                         Asset
                                                          Growth            Securities       International    Allocation
                                                          Account           Account          Account          Account
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>               <C>              <C>              <C>
NET ASSETS AT JANUARY 1, 1993                             $ 6,116,653       $3,622,519         $  288,219     $  293,539
Changes from operations:                                   
  . Net investment income                                     215,254          208,245             25,632         28,819
- ------------------------------------------------------ 
  . Net realized gain (loss) on investments                   270,893           41,077              5,684          7,418  
- ------------------------------------------------------      
  . Net change in unrealized appreciation              
    or depreciation on investments                            483,539          100,217            174,461          8,427
- ------------------------------------------------------    -----------       ----------       ------------     ----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS          969,686          349,539            205,777         44,664
- ------------------------------------------------------       
Net increase from unit transactions                           393,440           11,523            959,397        294,170
- ------------------------------------------------------    -----------       ----------       ------------     ----------
TOTAL INCREASE IN NET ASSETS                                1,363,126          361,062          1,165,174        338,834
- ------------------------------------------------------    -----------       ----------       ------------     ----------
NET ASSETS AT DECEMBER 31, 1993                             7,479,779        3,983,581          1,453,393        632,373
- ------------------------------------------------------    -----------       ----------       ------------     ----------
Changes from operations:                               
  . Net investment income                                     155,216          200,041             87,683         41,375
- ------------------------------------------------------     
  . Net realized gain (loss) on investments                   216,161           10,152             38,096         (1,463)
- ------------------------------------------------------ 
  . Net change in unrealized appreciation                    
    or depreciation on investments                           (433,456)        (423,549)          (143,433)       (48,266)
- ------------------------------------------------------    -----------       ----------       ------------     ----------
NET INCREASE (DECREASE) IN NET                         
   ASSETS RESULTING FROM OPERATIONS                           (62,079)        (213,356)           (17,654)        (8,354)
- -----------------------------------------------------                                                                
Net increase (decrease) from unit transactions                285,007         (112,207)           942,370        297,581
- ------------------------------------------------------    -----------       ----------       ------------     ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS                       222,928         (325,563)           924,716        289,227
- ------------------------------------------------------    -----------       ----------       ------------     ----------
NET ASSETS AT DECEMBER 31, 1994                             7,702,707        3,658,018          2,378,109        921,600
- ------------------------------------------------------      
                                                           
Changes from operations:                               
  . Net investment income                                     882,037          229,352             93,401         80,249
- ------------------------------------------------------       
  . Net realized gain on investments                          338,085           12,456             14,231          2,550 
- ------------------------------------------------------    
  . Net change in unrealized appreciation                  
    or depreciation on investments                          1,331,301          255,811            168,842        201,803
- ------------------------------------------------------    -----------       ----------       ------------     ----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS        2,551,423          497,619            276,474        284,602  
- ------------------------------------------------------       
Net increase (decrease) from unit transactions                947,072         (392,338)           204,677        181,340
- ------------------------------------------------------    -----------       ----------       ------------     ----------
TOTAl INCREASE (DECREASE) IN NET ASSETS                     3,498,495          105,281            481,151        465,942   
- ------------------------------------------------------    -----------       ----------       ------------     ----------
NET ASSETS AT DECEMBER 31, 1995                           $11,201,202       $3,763,299         $2,859,260     $1,387,542
- ------------------------------------------------------    ===========       ==========       ============     ==========
</TABLE>                                            
                                                                              39
<PAGE>
Lincoln Life Flexible Premium Variable Life Account F

Notes to financial statements

December 31, 1995


1. Accounting policies

   The Separate Account: Lincoln Life Flexible Premium Variable Life Account F
   (Separate Account) was established as a segregated investment account of
   Lincoln National Life Insurance Co. (Lincoln Life) on May 29, 1987. The
   Separate Account was registered on November 20, 1987, under the Investment
   Company Acy of 1940, as amended, as a unit investment trust, and commenced
   investment activity on January 4, 1988.

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

   Federal Income Taxes: Operations of the Separate Account form a part of and
   are taxed with operations of Lincoln Life, 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 Separate Account's net
   investment income and the net realized gain on investments.

2. Mortality and expense risk charge and other transactions with affiliate

   Separate Account charges: Amounts are charged daily to the Separate Account
   by Lincoln Life for a mortality and expense risk charge at an annual rate of
   .85% of the average daily net asset value of the Separate Account for the
   first ten policy years, and .75% for policy years thereafter.

   For the first 10 policy years, amounts are charged daily to the Separate
   Account by Lincoln Life for the guaranteed death benefit at an annual rate of
   .10% of the average daily net asset value of the Separate Account.

   Amounts are charged daily to the Separate Account by Lincoln Life for an
   administrative charge at an annual rate of .30% of the average daily net
   asset value of the Separate Account for the first 10 policy years and .10%
   for policy years thereafter.

   Other charges: Other charges, which are paid to Lincoln Life by redeeming
   Separate Account units, are for the cost of insurance and contingent
   surrender charges. These other charges for 1995, 1994 and 1993 amounted to
   $436,723, $586,553 and $296,673, respectively.

   Lincoln Life assumes the responsibility for providing the insurance benefits
   included in the policy. The cost of insurance is determined each month based
   upon the applicable insurance rate and the current death benefit. The cost of
   insurance can vary from month to month since the determination of both the
   insurance rate and the current death benefit depends upon a number of
   variables as described in the Separate Account's prospectus.

   Surrender charges are deducted if the policy is surrendered during the first
   10 policy years. The maximum rate for surrender charges, which decreases by
   policy year, ranges from 9% of the total first year premiums paid for
   surrenders during the first policy year to 1% for surrenders during the tenth
   policy year.

40
<PAGE>
 
This page was intentionally left blank.

                                                                              41
<PAGE>

Lincoln Life Flexible Premium Variable Life Account F

Notes to financial statements continued



3.  Net assets

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

<TABLE>
<CAPTION>
                                                                            Cash          High-Yield    Growth-
                                                                            Management    Bond          Income         Growth
                                                             Combined       Account       Account       Account        Account
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>            <C>           <C>           <C>            <C> 
Unit transactions                                            $23,718,320    $1,980,826    $2,109,772    $ 7,924,904    $ 5,930,151
- ---------------------------------------------------------
Accumulated net investment income                              7,354,731       495,268     1,378,385      2,425,754      1,471,279
- ---------------------------------------------------------
Accumulated net realized gain on investments                   2,040,394        32,591       149,485        535,147      1,162,638
- ---------------------------------------------------------
Net unrealized appreciation (depreciation) on investments      6,432,878       (10,677)       94,014      3,219,551      2,637,134
- ---------------------------------------------------------    -----------    ----------    ----------    -----------    -----------
                                                             $39,546,323    $2,498,008    $3,731,656    $14,105,356    $11,201,202
                                                             ===========    ==========    ==========    ===========    ===========
</TABLE>



4.  Summary of changes from unit transactions

<TABLE>
<CAPTION>
                                         Year Ended                      Year Ended                      Year Ended
                                         December 31, 1995               December 31, 1994               December 31, 1993
                                         Units         Amount            Units         Amount            Units         Amount
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>           <C>               <C>           <C>               <C>           <C> 
Cash Management Account:
Purchases                                 3,219,898    $ 4,417,577        5,059,917    $ 6,653,789        6,545,382    $ 8,488,712
- ----------------------------------- 
Redemptions                              (3,375,836)    (4,617,070)      (5,498,122)    (7,239,744)      (6,381,125)    (8,271,492)
- -----------------------------------      ----------    -----------       ----------    -----------       ----------    -----------
                                           (155,938)      (199,493)        (438,205)      (585,955)         164,257        217,220
High-Yield Bond Account:
Purchases                                   194,024        397,517          792,043      1,510,705          638,836      1,226,937
- -----------------------------------
Redemptions                                (125,874)      (264,898)        (771,560)    (1,510,374)        (430,909)      (835,367)
- -----------------------------------      ----------    -----------       ----------    -----------       ----------    -----------
                                             68,150        132,619           20,483            331          207,927        391,570
Growth-Income Account:
Purchases                                   523,394      1,210,343          878,348      1,711,032        1,040,729      1,935,748
- ----------------------------------- 
Redemptions                                (392,334)      (890,316)        (390,554)      (766,582)        (505,119)      (936,364)
- -----------------------------------      ----------    -----------       ----------    -----------       ----------    -----------
                                            131,060        320,027          487,794        944,450          535,610        999,384
Growth Account:
Purchases                                   839,058      2,292,591          652,916      1,479,923          802,889      1,679,188
- ----------------------------------- 
Redemptions                                (485,162)    (1,345,519)        (530,180)    (1,194,916)        (605,718)    (1,285,748)
- -----------------------------------      ----------    -----------       ----------    -----------       ----------    -----------
                                            353,896        947,072          122,736        285,007          197,171        393,440
U.S. Government/AAA-Rated 
Securities Account:
Purchases                                   183,394        306,584          279,693        443,237          263,841        433,764
- ----------------------------------- 
Redemptions                                (408,679)      (698,922)        (346,287)      (555,444)        (260,277)      (422,241)
- -----------------------------------      ----------    -----------       ----------    -----------       ----------    -----------
                                           (225,285)      (392,338)         (66,594)      (112,207)           3,564         11,523
International Account:
Purchases                                   413,293        577,192        1,097,521      1,488,975          895,154      1,057,981
- ----------------------------------- 
Redemptions                                (269,256)      (372,515)        (407,741)      (546,605)         (82,632)       (98,584)
- -----------------------------------      ----------    -----------       ----------    -----------       ----------    -----------
                                            144,037        204,677          689,780        942,370          812,522        959,397
Asset Allocation Account:
Purchases                                   151,510        206,365          333,391        404,917          445,415        531,007
- -----------------------------------
Redemptions                                 (18,134)       (25,025)         (88,227)      (107,336)        (193,171)      (236,837)
- -----------------------------------      ----------    -----------       ----------    -----------       ----------    -----------
                                            133,376        181,340          245,164        297,581          252,244        294,170
                                                       -----------                     -----------                     -----------
NET INCREASE FROM UNIT TRANSACTIONS                    $ 1,193,904                     $ 1,771,577                     $ 3,266,704
- -----------------------------------                    ===========                     ===========                     ===========
</TABLE>




42

<PAGE>

<TABLE>
<CAPTION>


- -----------------------------------------------------------------------------------------------------------------------
                                                               U.S.
                                                               Government/
                                                               AAA-Rated                       Asset
                                                               Securities     International    Allocation
                                                               Account        Account          Account
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>            <C>              <C>
Unit transactions                                              $2,312,400     $2,404,622       $1,055,645
- ---------------------------------------------------------
Accumulated net investment income                               1,216,643        208,548          158,854
- ---------------------------------------------------------
Accumulated net realized gain on investments                       95,088         57,762            9,683
- ---------------------------------------------------------
Net unrealized appreciation (depreciation) on investments         139,168        190,328          163,360
- ---------------------------------------------------------      ----------     ----------       ----------
                                                               $3,763,299     $2,859,260       $1,387,542
                                                               ==========     ==========       ==========

</TABLE>


                                                                              43
<PAGE>

Lincoln Life Flexible Premium Variable Life Account F

Notes to financial statements continued

5. Purchases and sales of investments

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>

                                                
Cash Management Account                               $1,546,442   $1,648,752
- ----------------------------------------------------
High-Yield Bond Account                                  716,216      292,290
- ----------------------------------------------------
Growth-Income Account                                  1,796,456      748,562
- ----------------------------------------------------
Growth Account                                         2,983,462    1,150,434
- ----------------------------------------------------
U.S. Government/AAA-Rated Securities Account             554,718      717,580
- ----------------------------------------------------
International Account                                    622,818      324,194
- ----------------------------------------------------
Asset Allocation Account                                 297,857       35,736
- ----------------------------------------------------  ----------   ----------
                                                      $8,517,969   $4,917,548
                                                      ==========   ==========
</TABLE>

44
<PAGE>

REPORT OF ERNST & YOUNG LLP, 
INDEPENDENT AUDITORS


Board of Directors of Lincoln National Life Insurance Co. and Policyowners of
Lincoln Life Flexible Premium Variable Life Account F

We have audited the accompanying statement of assets and liability of Lincoln
Life Flexible Premium Variable Life Account F (Separate Account) as of December
31, 1995, and the related statements of operations and changes in net assets for
each of the three years in the period then ended. These financial statements are
the responsibility of the Separate 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 Life Flexible Premium
Variable Life Account F at December 31, 1995, and the results of its operations
and the changes in its net assets for each of the three years in the period then
ended in conformity with generally accepted accounting principles.


                                       /s/  Ernst & Young LLP

Fort Wayne, Indiana
March 13, 1996

                                                                              45
<PAGE>
 
This page was intentionally left blank.



46


<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>
 
                      CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:
 
The facing sheet.

A reconciliation and tie-in of information shown in the Prospectus with the
items of Form N-8B-2.

The Prospectus consisting of __ pages.

The signatures.

The following exhibits:

1.  The following exhibits correspond to those required by paragraph A of the
    instructions as to exhibits in Form N-8B-2:

    (1)  Resolution of the Board of Directors of The Lincoln National Life
         Insurance Company and related documents authorizing establishment of
         the Account.*

    (2)  Not applicable.

    (3)  (a)  Not applicable.

         (b)  Not applicable.

         (c)  Commission Schedule .*

    (4)  Not applicable.

    (5)  Proposed form of Policy.*
 
    (6)  (a)  Articles of Incorporation of The Lincoln National Life Insurance
              Company.*

         (b)  By-Laws of The Lincoln National Life Insurance Company.*
  
    (7)  Not applicable.
  
    (8)  Proposed Form of Agreement to Purchase Shares.*

    (9)  Proposed form of Indemnification Agreement related to compliance with 
         IRC Section 817(h) and the regulations thereunder.*
 
<PAGE>
 
    (10)  See Exhibit 1(5).

2.  See Exhibit 1(5)

3.  Opinion and Consent of John L. Steinkamp, Vice President and Associate
    General Counsel of The Lincoln National Life Insurance Company.*

4.  Not applicable.

5.  Not applicable.

6.  Opinion and Consent of Denis G. Schwartz, FSA, Assistant Vice President*

7.  Consent of Ernst & Young LLP, Independent Auditors.


____________________________________________________________________________   *
Previously filed as an exhibit to the registration statement.
<PAGE>
 
                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and The Lincoln 
National Life Insurance Company has duly caused this Registration Statement to 
be signed on its behalf by the undersigned hereunto duly authorized, in the City
of Fort Wayne, State of Indiana, on the 30th day of April, 1996.

                                       THE LINCOLN NATIONAL LIFE
                                       INSURANCE COMPANY on its own
                                       behalf of its SEPARATE ACCOUNT F

                                       By: /S/ REED P. MILLER
                                           ------------------
                                           Reed P. Miller
                                           Vice President

Pursuant to the Securities Act of 1933, this Registration Statement has been 
signed below by the following persons in the capacities and on the dates 
indicated.


Signature                                 Title                       Date
- ---------                                 -----                       ----
                          
/S/ IAN M. ROLLAND          Director                                   4/30/96
- --------------------------      
Ian M. Rolland            
                            
/S/ ROBERT A. ANKER         Chief Executive Officer and                4/30/96
- --------------------------  Director (Principal Executive Officer)     
Robert A. Anker           
                            
/S/ JON A. BOSCIA           President, Chief Operating                 4/30/96
- --------------------------  Officer and Director
Jon A. Boscia             
                            
                            Director and Executive                    ----------
- --------------------------  Vice President
Gabriel L. Shaheen        
                            
/S/ KEITH J. RYAN           Vice President, Assistant                  4/30/96
- --------------------------  Treasurer and Chief Financial Officer
Keith J. Ryan               (Principal Financial Officer)
                            
/S/ RICHARD C. VAUGHAN      Director                                   4/30/96
- --------------------------      
Richard C. Vaughan        
                            
/S/ H. THOMAS MCMEEKIN      Director                                   4/30/96
- --------------------------
H. Thomas McMeekin        
                            
/S/ JACK D. HUNTER          Executive Vice President,                  4/30/96
- --------------------------  General Counsel and Director
Jack D. Hunter            
                            
                            
/S/ O. DOUGLAS WORTHINGTON  Vice President and                         4/30/96
- --------------------------  Assistant Treasurer                   
O. Douglas Worthington      (Chief Accounting Officer)
                            
                            
                            


<PAGE>
 
                                                                     Exhibit 7


              Consent of Ernst & Young LLP, Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the 
Post-Effective Amendment No. 12 to the Registration Statement (Form S-6 No. 
33-14692) and related Prospectus pertaining to the Lincoln National Flexible 
Premium Variable Life Account F 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 13, 1996 with 
respect to the financial statements of Lincoln National Flexible Premium 
Variable Life Account F.

                             /S/ ERNST & YOUNG LLP

Fort Wayne, Indiana
April 26, 1996




<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 6
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JAN-01-1995
<INVESTMENTS-AT-COST>                       33,155,275
<INVESTMENTS-AT-VALUE>                      39,588,153
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              39,588,153
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       41,830
<TOTAL-LIABILITIES>                             41,830
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    23,718,320
<SHARES-COMMON-STOCK>                       17,556,802
<SHARES-COMMON-PRIOR>                       17,107,506
<ACCUMULATED-NII-CURRENT>                    7,354,731
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      2,040,394
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     6,432,878
<NET-ASSETS>                                39,546,323
<DIVIDEND-INCOME>                            2,838,974
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 442,101
<NET-INVESTMENT-INCOME>                      2,396,873
<REALIZED-GAINS-CURRENT>                       527,229
<APPREC-INCREASE-CURRENT>                    4,708,861
<NET-CHANGE-FROM-OPS>                        7,632,963
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      5,524,571
<NUMBER-OF-SHARES-REDEEMED>                  5,075,275
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       8,826,867
<ACCUMULATED-NII-PRIOR>                      4,957,858
<ACCUMULATED-GAINS-PRIOR>                    1,513,165
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                442,101
<AVERAGE-NET-ASSETS>                        35,132,890
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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