LINCOLN NATIONAL FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT F
497, 1998-07-24
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AMERICAN LEGACY ESTATE BUILDER

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) 4 LINCOLN (800-454-6265)

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 generally may be issued
only to persons age 80 or younger (ages 81-85 by exception only) 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.

An owner may choose to allocate amounts to the General Account of Lincoln Life
(General Account) or to the Lincoln Life Flexible Premium Variable Life Account
F (Separate Account). Amounts allocated to the Separate Account will be invested
in the Class 2 shares of the American Variable Insurance Series, which has ten
funds available:

 . Global Small Capitalization Fund
 . Global Growth Fund
 . 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 by the General Account, as well as the timing
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.



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The purchase and ownership of the policy involves various charges which are
explained under the heading Charges and deductions on page 7.

It may not be advantageous to purchase a policy: (1) as 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 initial premium
exceeds the 7-pay limitation, the policy will 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 or
withdrawals 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, withdrawals, 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 income is received before the owner
attains age 59 1/2.

This prospectus is valid only if accompanied or preceded by a current 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 May 26, 1998.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                   Page
- -------------------------------------------------------
<S>                                                <C>
SUMMARY OF THE POLICY                                         1
- -------------------------------------------------------
LINCOLN LIFE AND THE SEPARATE ACCOUNT
Lincoln Life                                                  3
The General Account                                           3


<PAGE>



The Separate Account                                          3
American Variable Insurance Series                            4
The investment advisor                                        4
Addition, deletion or substitution of investments             4
- -------------------------------------------------------
THE POLICY
Requirements for issuance of a policy                         5
Units and unit values                                         5
Premium payment and allocation of premiums                    5
Dollar cost averaging program                                 6
Effective date                                                7
Right to examine policy                                       7
Policy termination                                            7
- -------------------------------------------------------
CHARGES AND DEDUCTIONS
Surrender charges                                             7
Cost of insurance charges                                     7
Policy value charge                                           8
Other policy charges                                          8
Charges against the Separate Account                          8
Reduction of charges                                          9
- -------------------------------------------------------
POLICY BENEFITS
Death benefit                                                 9
Policy changes                                                10
Policy value                                                  10
Transfer between subaccounts                                  10
Transfer to and from General Account                          11
Withdrawals                                                   11
Loans                                                         11
Policy lapse and reinstatement                                12
No Lapse Benefit                                              12
Surrender of the policy                                       12
Proceeds and payment options                                  12
- -------------------------------------------------------
</TABLE>
   
<TABLE>
- -------------------------------------------------
<S>                                           <C>
GENERAL PROVISIONS
The contract                                                  13
Suicide                                                       13
Representations and contestability                            13
Incorrect age or sex                                          13


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Change of owner or beneficiary                                13
Assignment                                                    13
Reports and records                                           14
Projection of benefits and values                             14
Postponement of payments                                      14
Accelerated Benefit Election Rider                            14
- -------------------------------------------------
DISTRIBUTION OF THE POLICY                                    14
- -------------------------------------------------
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 SEPARATE                                   18
ACCOUNT'S ASSETS
- -------------------------------------------------
PREPARING FOR YEAR 2000                                       18
- -------------------------------------------------
LEGAL PROCEEDINGS                                             19
- -------------------------------------------------
EXPERTS                                                       19
- -------------------------------------------------
ADDITIONAL INFORMATION                                        19
- -------------------------------------------------
APPENDIX A: Executive Officers & Directors
           of Lincoln National Life
           Insurance Co.                                      20
- -------------------------------------------------
APPENDIX B: Illustrations of policy values                    22
- -------------------------------------------------
APPENDIX C: Definitions for Separate
           Account F                                          35
- -------------------------------------------------
FINANCIAL STATEMENTS                                          38
    
</TABLE>
                                       i
<PAGE>



<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; and (2) policy loan
privileges, withdrawal privileges and surrender privileges.

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 proceeds
payable will be the current specified amount, reduced by any outstanding loan
and any due and unpaid charges. Under certain conditions, for issue ages under
age 76, a no lapse benefit guarantees that the policy will stay in force for the
first 10 policy years, even if poor net investment results and policy charges
might otherwise cause the policy to lapse.

HOW ARE THE PREMIUMS FLEXIBLE?
The owner will normally choose to pay an initial single premium approximately
equal to 100% of the federal maximum premium limitation (as defined in Section
7702 of the Internal Revenue Code of 1986, as amended). However, any owner who
at any time has not yet paid the current 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 owner may select from the Class 2 shares of the
American Variable Insurance Series, which consists of ten funds:

The Global Small Capitalization Fund seeks long-term growth of capital by
investing primarily in equity securities of companies domiciled around the world
with relatively small market capitalizations (share price times the number of
equity securities outstanding). The fund may also invest in securities
convertible into common stocks, straight debt securities, government securities
or non-convertible preferred stocks. [PLEASE NOTE: AS OF THE DATE OF THIS
PROSPECTUS, THE GLOBAL SMALL CAPITALIZATION FUND IS NOT YET AVAILABLE


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IN ALL STATES. PLEASE CONTACT YOUR INVESTMENT DEALER FOR MORE
INFORMATION ABOUT THE GLOBAL SMALL CAPITALIZATION FUND'S
AVAILABILITY.]

The Global Growth Fund seeks long-term growth of capital by investing primarily
in common stocks or securities with common stock characteristics of issuers
domiciled around the world.

The Growth Fund seeks growth of capital by investing primarily in common stocks
or securities with common stock characteristics, such as convertible preferred
stock, which demonstrate the potential for appreciation.

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 high growth of capital and income by investing
primarily in common stocks or securities which demonstrate the potential for
appreciation and/or dividends.

The Asset Allocation Fund seeks high total return (including income and capital
gains) consistent with preservation of capital over the long term through a
diversified portfolio that can include common stocks and other equity-type
securities, bonds and other intermediate and long-term fixed-income securities
and money market instruments in any combination.

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 as high a level of current income as is consistent with the
preservation of capital by investing in a broad variety of fixed income
securities.

                                                                              1
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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


<PAGE>



diversified selection of money market instruments.

HOW ARE PREMIUMS PROCESSED?
You determine in the application what portions of net premiums are to be
allocated to the General Account or the various subaccounts of the Separate
Account. Prior to the record date, net premiums are automatically allocated to
the General Account. After the record date, the policy value and all subsequent
net premiums will automatically be invested in the General Account and 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 General Account and 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, or
payment of the death benefit. 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.

DO I HAVE ACCESS TO THE POLICY VALUES?
You may access the net cash surrender value through loans or withdrawals. You
may borrow up to 100% of the net cash surrender value at any time. In addition,
subject to some restrictions and charges, you may withdraw portions of the net
cash surrender value. Loans reduce the death benefit proceeds by the amount of
the loan. Withdrawals reduce the specified amount by an amount proportionate to
the amount of policy value withdrawn. For example, if 10% of the policy value is
withdrawn, the specified amount will be reduced by 10% of the specified amount.
Both loans and withdrawals reduce future policy values and may have federal
income tax consequences.

WHAT CHARGES AND DEDUCTIONS ARE MADE FROM MY POLICY?
SURRENDER CHARGE. During the first 12 years of the policy, a surrender charge
will be deducted from your policy value upon lapse or voluntary surrender. The
surrender charge during the first two policy years is calculated as 6.5% of
premiums paid. The surrender charge will not exceed $43 per $1000 of specified
amount. The surrender charge in a given policy year will equal the amounts shown
below. <TABLE> <CAPTION>
                                                           Percent of premiums
During policy year                                         paid
- ------------------------------------------------------------------------------
<S>                                                        <C>
 1                                                         6.5%
 2                                                         6.5%
 3                                                         6.0%
 4                                                         6.0%
 5                                                         5.5%
 6                                                         5.5%


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 7                                                         5.0%
 8                                                         5.0%
 9                                                         4.5%
10                                                         4.5%
11                                                         4.0%
12                                                         2.0%
</TABLE>

COST OF INSURANCE CHARGE. The policy value will be reduced on each monthly
anniversary day by the cost of insurance charge. See page 7 for more detailed
information. The cost of insurance charge ceases when the insured attains age
100.

POLICY VALUE CHARGE. The policy value will be reduced on each monthly
anniversary day by the policy value charge. The policy value charge for the
first 10 policy years is .10% of the policy value each month (1.20% annually),
and thereafter is .0166666% of the policy value each month (.20% annually). The
policy value charge ceases when the insured attains age 100. The policy value
charge recovers our expenses incurred in the sale and issue of the policies
(such as premium tax and other taxes, commissions, and underwriting and issue
expenses), and some ongoing maintenance expenses.

OTHER POLICY CHARGES. A monthly administrative charge of $5.00 is deducted from
the policy value on any monthly anniversary day when the policy value is less
than $50,000. Currently, no charge is made for transfers of amounts among the
General Account and the subaccounts, although a maximum of $10 per transfer may
be charged. A withdrawal charge of $20 is deducted from the amount of any
withdrawal of policy value.

CHARGES AGAINST THE SEPARATE ACCOUNT. A daily mortality and expense risk charge
currently equal to .0016438% (equivalent to an annual rate of .60%) of the daily
net assets of the Separate Account is imposed. This charge is guaranteed not to
exceed .00246575% (equivalent to an annual rate of .90%).

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

2
<PAGE>

the fees of the Investment Advisor and other miscellaneous expenses incurred by
those funds. It is estimated that, in the aggregate, such fees and expenses for
the funds, expressed as an annual percentage of each fund's net assets, will
range from .41% to .75%. In addition to these fees and expenses, and pursuant to
a 12b-1 plan, the Class 2 shares of each fund also bear expenses equal to


<PAGE>



 .25% annually of each fund's net assets. See page 8 for more detailed
information.

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 14-16. You should
note in particular that the taxation of loans, withdrawals 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 (see pages 15-16). Because the initial premium always
exceeds the 7-pay limitation, your policy will 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, withdrawals, and 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 income is received before you attain age 59 1/2. 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
contracts, 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 Commonwealth of the Northern Mariana 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 its affiliated companies,
Lincoln National Corp.  provides wealth accumulation and protection products and
services--including   annuities,  life  insurance,   401(k)  plans,  life-health
reinsurance, institutional management and mutual funds.

THE GENERAL ACCOUNT
The General Account refers to the General Account of Lincoln Life. The General
Account consists of all assets owned by Lincoln Life other than those allocated
to any of its separate accounts, including the Separate Account. The General
Account supports Lincoln Life's insurance and annuity obligations. Because of
applicable exemptive and exclusionary provisions, interests in the General
Account have not been registered under the Securities Act of 1933, and the
General Account has not been registered as an investment company under the
Investment Company Act of 1940.

THE SEPARATE ACCOUNT


<PAGE>



Lincoln Life Flexible Premium Variable Life Account F (Separate Account) was
established by Lincoln Life as a separate account on May 29, 1987 to fund
variable life insurance policies. 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 regular 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, Martin Luther King Day, Presidents' Day, 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.
As of the date of this prospectus, no policies have been sold, and the Separate
Account has no assets or liabilities attributable to the policies. The Separate
Account, however, also supports other variable life insurance policies that are
not described in this prospectus. Consequently, the assets in the Separate
Account, as reflected in its financial statements included herein, are
attributable solely to such other policies.

     The  Separate  Account is divided  into ten  subaccounts.  Each  subaccount
invests  exclusively  in  shares  of  one  of the  classes  of one of the  funds
comprising the American Variable  Insurance Series: the Global Small Capitaliza-
3 <PAGE>

tion Fund, the Global Growth Fund, 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. Should Lincoln Life become aware of any
material irreconcilable conflict, either potential or existing, between its
variable annuity and variable life insurance contractowners, Lincoln Life has
agreed to notify the series' Board of Trustees and to remedy, at Lincoln Life's
own expense, any such conflict.

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.


<PAGE>




THE AMERICAN VARIABLE INSURANCE SERIES
The series was organized as a Massachusetts business trust in 1983 and is
registered as a diversified, open-end management investment company under the
Investment Company Act of 1940. Diversified means not owning too great a
percentage of the securities of any one company. An open-end company is one
which, in this case, permits Lincoln Life to sell its shares back to the series
when you make a withdrawal, surrender the policy, or transfer from one fund to
another. Management investment company is a legal term for a mutual fund. These
definitions are very general. The precise legal definitions for these terms are
contained in the Investment Company Act of 1940.

The series has nine separate portfolios of funds. Funds as sets are segregated
and a shareholder's interest is limited to those funds in which the shareholder
owns shares. The series has adopted a plan pursuant to Rule 18f-3 under the
Investment Company Act of 1940 to permit the series to establish a multiple
class distribution system for all of its portfolios. The series' Board of
Trustees may at any time establish additional funds or classes, which may or may
not be available to the Separate Account.

Under the multi-class system adopted by the series, shares of each multi-class
fund represent an equal pro rata interest in that fund and, generally, have
identical voting, dividend, liquidation, and other rights, preferences, powers,
restrictions, limitations, qualifications and terms and conditions, except that:
(1) each class has a different designation; (2) each class of shares bears its
class expenses; (3) each class has exclusive voting rights on any matter
submitted to shareholders that relates solely to its distribution arrangement;
and (4) each class has separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the interests of
any other class. Expenses currently designated as class expenses by the series'
Board of Trustees under the plan pursuant to Rule 18f-3 include, for example,
service fees paid under 12b-1 plan to cover servicing fees paid to dealers
selling the policy as well as related expenses incurred by Lincoln Life.

Each fund has two classes of shares, designated as Class 1 shares and Class 2
shares. Class 1 and 2 differ primarily in that Class 2 (but not Class 1) shares
are subject to a 12b-1 plan. Only Class 2 shares are available under the policy.
Lincoln Life together with affiliates, expects to receive a portion of the 12b-1
fees attributable to its investment on behalf of the Separate Account in the
funds. Such portion is anticipated to be approximately .25% of the value of the
Separate Account's investment in the funds and constitutes reimbursement to
Lincoln Life for certain expenses incurred in connection with certain
administrative and distribution support services provided to the series. See the
prospectus for the series for more information about the 12b-1 plan it has
adopted for its Class 2 shares.

THE INVESTMENT ADVISOR
     Capital  Research  and  Management   Company,   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. 92821. Capital Research and
Management  is  registered  with the  Securities  and Exchange  Commission as an
investment adviser.
<PAGE>

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 classes of policies, or from permitting a conversion between classes of
policies on the basis of requests made by policy owners.

4
<PAGE>

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 policy owners 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
acceptable premium is $10,000. A policy will generally be issued only to
insureds 80 years of age or younger 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.



<PAGE>



UNITS AND UNIT VALUES
The value of policy monies invested in each subaccount is accounted for through
the use of units and unit values. A unit is an accounting unit of measure used
to calculate the value of an investment in a specified subaccount. A unit value
is the dollar value of a unit in a specified subaccount on a specified valuation
date. Whenever an amount is invested in a subaccount (due to net premium
payments, loan payments, or transfer of values into a subaccount), the amount
purchases units in that subaccount; the number of units purchased is determined
by dividing the dollar amount of the transaction by the unit value on the day
the transaction is made. Similarly, whenever an amount is redeemed from a
subaccount (due to loans and loan interest charges, surrenders and surrender
charges, withdrawals and withdrawal charges, transfers of values out of a
subaccount, income tax deductions (if any), policy value charges, monthly
administrative charges, or cost of insurance charges), units are redeemed from
that subaccount; the number of units redeemed is determined by dividing the
dollar amount of the transaction by the unit value on the day the transaction is
made.

The unit value is also used to measure the net investment results in a
subaccount. The policy value on any valuation day is the sum of the amounts
allocated to each subaccount plus the amounts allocated to the General Account
plus any outstanding loan. The value of each subaccount on each valuation day is
determined by multiplying the number of units held by a policy in each
subaccount by the unit value for that subaccount as determined for that
valuation day.

The unit value for a subaccount on a specified valuation date is determined by
dividing the value of all assets owned by that subaccount, net of the
subaccount's liabilities (including any accrued but unpaid daily mortality and
expense risk charges), by the total number of units held by policies in that
subaccount. Net investment results do not increase or decrease the number of
units held by the subaccount.

   
PREMIUM PAYMENT AND ALLOCATION OF PREMIUMS
Subject to certain limitations, an owner has flexibility in determining the
frequency and amount of premiums. The initial 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 initial premium will not guarantee
that the policy will remain in force. The amount of the initial premium is based
on the insured's issue age and the specified amount of the policy and is
normally approximately equal to 100% of the federal maximum premium limitation
at issue, as described below. The initial premium may be as little as 80% of the
federal maximum premium limitation at issue, but if the initial premium is less
than 98% of the limitation, higher cost of insurance charges will result.

Any owner who has not chosen to pay the federal maximum premium limitation at
issue may pay additional premiums up to the limitation at any time. However,
Lincoln Life reserves the right to require evidence of insurability if the
payment of any premium will increase the death benefit by more than the amount
of the premium paid. The failure to pay the maximum premium will not of itself
cause the policy to lapse, nor will the payment of the maximum premium 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


<PAGE>



lapse and reinstatement, page 12.) Subject to the initial 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

                                                                               5
<PAGE>

unscheduled premium payments at any time in any amount during the lifetime of
the insured. 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 initial premium exceeds the 7-pay limitation, the policy will 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 taxfree
exchange. The taxation of life insurance death benefits and distributions is
complex and is discussed in detail under "Federal tax matters" on pages 1416. Of
particular note is the fact that the taxation of loans, withdrawals, 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.

Lincoln Life reserves the right to require evidence of insurability if the
payment of any premium will increase the death benefit by more than the amount
of the premium paid.

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  General  Account  and the
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 General Account.  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

<PAGE>



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 General Account 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 General Account will automatically be
transferred to the General Account and 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 the General Account
or 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. The value of the amount allocated to the General Account
will earn a current interest rate guaranteed to be at least equal to the General
Account guaranteed interest rate shown on the Policy Schedule. 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 ($5000 minimum) to be transferred from the General
Account 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 allocated to the General Account 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

                                                        6
<PAGE>

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.



<PAGE>



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 initial
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 initial premium
is received or the date on which the policy is approved for issue by Lincoln
Life.

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, or 3) the insured dies. Under certain defined conditions,
Lincoln Life will continue to keep the policy in force despite  insufficient net
cash surrender value (See No lapse benefit, page 12).
CHARGES AND DEDUCTIONS

The nature and amount of these charges are described in the following
paragraphs. Lincoln Life may make a profit on any of these charges, and may use
the profit from a charge for any purpose, including covering shortfalls from
other charges.

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

1.       providing the insurance benefit set forth in the policy;

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 in the following.

SURRENDER CHARGES
Surrender charges are deducted upon surrender of the policy during the first 12
policy years. The


<PAGE>



following table shows the surrender charge as a percent of premiums paid. The
surrender charge will not exceed $43 per $1,000 of specified amount.

<TABLE>
<CAPTION>
                                                                 Percent of
During policy year                                               premiums paid
- ------------------------------------------------------------------------------
<S>                                                              <C>
 1                                                               6.5%
 2                                                               6.5%
 3                                                               6.0%
 4                                                               6.0%
 5                                                               5.5%
 6                                                               5.5%
 7                                                               5.0%
 8                                                               5.0%
 9                                                               4.5%
10                                                               4.5%
11                                                               4.0%
12                                                               2.0%
</TABLE>

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 current cost of insurance charges depend currently upon these variables: the
amount of the initial premium as a percentage of the federal maximum premium
limitation, the classification of the insured, the amount of policy value, and
the maximum cost of insurance deduction allowed under state insurance laws. The
current cost of insurance deduction each month is calculated by multiplying the
policy value by the appropriate percentage rate described below. The current
cost of insurance deduction may never exceed the maximum cost of insurance
deduction allowed under state insurance laws. The cost of insurance charge
ceases when the insured reaches age 100.

If the initial premium is at least 98% of the federal maximum premium limitation
at issue, the current monthly percentage rate used to calculate the cost of
insurance deduction is .05% for select non-tobacco users and .10% for select
tobacco users. If the initial premium is less than 98% of the maximum
limitation, higher per-

                                                                              7
<PAGE>



<PAGE>



centage rates will be used. If the insured's classification is other than select
non-tobacco user or select tobacco user, higher percentages will also be used.
The current cost of insurance deduction may never exceed the maximum cost of
insurance deduction allowed under state insurance laws, as calculated according
to the Cost of Insurance provision of the policy.

The current monthly cost of insurance rates may be changed by Lincoln Life from
time to time. A change in the current 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 1980 Commissioner's Standard
Ordinary Mortality Table, Age Last Birthday, for attained ages under sixteen; on
the 1980 Commissioner's Standard Ordinary Nonsmoker Mortality Table, Age Last
Birthday, or the 1980 Commissioner's Standard Ordinary Smoker Mortality Table,
Age Last Birthday, for attained ages sixteen and over, depending on the tobacco
usage of the insured. Select rate classes have guaranteed rates which do not
exceed 100% of the applicable table. In states requiring unisex rates, in
federally qualified pension plan sales, in employer sponsored situations, and in
any other situation where unisex rates are required by law, the cost of
insurance rates (whether current or guaranteed) are not based on sex.

The rate class of an insured will affect the cost of insurance rate. Lincoln
Life currently places insureds into a select rate class or rate classes
involving a higher mortality risk. In an otherwise identical policy, insureds in
the select rate class will have a lower cost of insurance than those in rate
classes with higher mortality risk.

POLICY VALUE CHARGE
On the policy date and on each monthly anniversary day following, a policy
charge will be deducted from the policy value. Ordinarily, the policy value
charge is deducted in proportion to the values in the subaccounts. The policy
value charge may be deducted by some other method if requested by the owner, and
if such method is acceptable to Lincoln Life.

The policy value will be reduced on each monthly anniversary day by the policy
value charge. The policy value charge for the first 10 policy years is .10% of
the policy value each month (1.20% annually), and thereafter is 0.166666% of the
policy value each month (.20% annually). The policy value charge ceases when the
insured attains age 100. The policy value charge recovers our expenses incurred
in the sale and issue of the policies (such as premium tax and other taxes,
commissions, and underwriting and issue expenses), and some ongoing maintenance
expenses.

OTHER POLICY CHARGES
A monthly administrative charge of $5.00 is deducted from the policy value on
any monthly anniversary day when the policy value is less than $50,000.
Currently, no charge is made for transfers of amounts among the General Account
and the subaccounts, although a maximum of $10 per transfer may be charged in
the future. A withdrawal charge of $20 is deducted from the amount of any
withdrawal of policy value other than full surrender of the policy. The monthly
administrative charge, the transfer charge, and the withdrawal charge cease when
the insured reaches age 100.

Lincoln Life also reserves the right to deduct from the policy value any amounts
charged for federal


<PAGE>



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.

FUND CHARGES AND EXPENSES. 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. Each of the funds also deducts a 12b-1 fee for Class 2
shares. These charges have the effect of reducing the investment results
credited to the subaccounts.

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 charges and fees of the Investment Advisor, but also other
miscellaneous expenses incurred by those funds. The asset management charges,
12b-1 fees, miscellaneous expenses and total expenses for each of the funds are
currently estimated, on the basis of their most recent fiscal year experience
where applicable, to be as follows:

<TABLE>
<CAPTION>
                                    Asset                  12b-1           Misc.
Fund                                Mgt. Charge*           Fees*           Expenses*           Total*
- --------------------------------------------------------------------------------------------
<S>                                 <C>                    <C>             <C>                 <C>
Global Small
 Capitalization**                   .80%               .25%              .06%              1.11%
Global Growth***                    .71%               .25%              .05%              1.01%
Growth                              .41%               .25%              .01%                .67%
International                       .58%               .25%              .09%                .92%
Growth-Income                       .36%               .25%              .01%                .62%
Asset Allocation                    .45%               .25%              .02%                .72%
High-Yield Bond                     .50%               .25%              .02%                .77%
Bond                                .53%               .25%              .02%                .80%
U.S. Gov't/AAA-Rated                .51%               .25%              .02%                .78%
Cash Managemen                      .45%               .25%              .02%                .72%
</TABLE>

 *Expressed as an annual percentage of each fund's average daily net assets.
 **New fund, with no prior fiscal year experience.
***Annualized figures based on operations for the period April 30, 1997 to No
vember 30, 1997.

8
<PAGE>

See the funds' prospectus for more complete information about the expenses of
the funds.


<PAGE>




MORTALITY AND EXPENSE RISK CHARGE. A daily mortality and expense risk charge
currently equal to .0016438% (equivalent to an annual rate of .60%) of the daily
net assets of the Separate Account is imposed. This charge is guaranteed not to
exceed .00246575% (equivalent to an annual rate of .90%).

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.

REDUCTION OF CHARGES
The surrender charge, the policy value charge, and the monthly administrative
charge set forth in this prospectus may be reduced because of special
circumstances that result in lower sales or administrative expenses. In
particular, these charges will be reduced on policies issued to employees and
registered representatives of any member of the selling group and their spouses
and minor children, or to officers, directors, trustees or bona-fide full-time
employees of Lincoln National Corp. or The Capital Group Company, 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 policy owners and owners of all other policies funded by the Separate
Account.

POLICY BENEFITS

   
DEATH BENEFIT
The initial death benefit is equal to the specified amount chosen by the owner.
Lincoln Life may also impose certain limitations on the maximum specified amount
allowable.

As long as the policy remains in force (see Policy lapse and reinstatement, page
11), Lincoln Life will, upon proof of the insured's death, pay the death benefit
proceeds of the policy to the named beneficiaries. 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, page 12.) The death benefit proceeds payable 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, page 12.)
    

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:

<TABLE>
<CAPTION>


<PAGE>







Attained          Specified         Attained         Specified         Attained         Specified
age               percentage        age              percentage        age              percentage
- ---------------------------------------------------------------------------------------
<S>               <C>               <C>              <C>               <C>              <C>
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
</TABLE>

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 death benefits. However,
because the life insurance death benefit cannot be less than 250% (the
applicable specified percentage) of policy value, any time the policy value of
this policy exceeds $100,000, the life insurance death benefit 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
death benefit 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 a life
insurance death benefit of $500,000 (250% x $200,000); a policy value of
$300,000 will yield a life insurance death benefit of $750,000 (250% x
$300,000); a policy value of $500,000 will yield a life insurance death benefit
of $1,250,000 (250% x $500,000). Similarly, so long as policy value exceeds
$100,000, each dollar withdrawn from the policy value will reduce the life
insurance death benefit by $2.50. If at any time the policy value multiplied by
the specified percentage is less than the specified amount, the life insurance
death benefit 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.


<PAGE>




                                                                               9
<PAGE>

POLICY CHANGES
The specified amount may not be voluntarily increased or decreased. However,
withdrawals reduce the specified amount by an amount proportionate to the amount
of policy value withdrawn. For example, if 10% of the policy value is withdrawn,
the specified amount will be reduced by 10% of the specified amount.

POLICY VALUE
The policy provides for the accumulation of policy value. 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 withdrawals, 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 premium, minus the sum
of the following: the cost of insurance for the first month, the monthly
administrative charge (if any), and the policy value charge 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
         amounts allocated to the General Account;

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

e. Any premiums received since the preceding day.

Minus the sum of the following:

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

g.       Any withdrawals;

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


<PAGE>




i.       The cost of insurance for the following month;

j.       The monthly administrative charge, if any, for the following month;

k.       The policy value charge for the following month; and

l. Any charges for extra benefits.

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
         amounts allocated to the General Account;

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

e. Any net premiums received since the preceding day.

Minus the sum of the following:

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

g.       Any withdrawals; and

h.       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, page 7.

NET INVESTMENT RESULTS. The net investment results are the changes in the unit
values of the subaccounts from the previous valuation day to the current day.
The net investment results are equal to the per unit change in the market value
of each fund's assets, reduced by the per unit share of the asset management
charge, the 12b-1 fee, any miscellaneous expenses incurred by the fund, and the
mortality and expense risk charge for the period, and increased by the per unit
share of any dividends credited by the fund to the subaccount during the period.

The value of the assets in the funds will be taken at their fair market value in
accordance with


<PAGE>



accepted accounting practices and applicable laws and regulations.

The charges listed above are explained further in Charges against the separate
account, page 8.

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

10
<PAGE>

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. A
transfer charge of $10 is made for each transfer and may be deducted from the
amount transferred; however, the transfer charge is currently being waived for
all transfers.

TRANSFER TO AND FROM THE GENERAL ACCOUNT
Any time after the record date, the owner may also request to transfer amounts
from the Separate Account to the General Account. However, transfers from the
General Account to the Separate Account are subject to some restrictions. A
maximum of 20% of the policy value allocated to the General Account may be
transferred to the Separate Account in any period of 12 consecutive months.
However, as a current practice, the 20% maximum transfer limitation does not
apply for the first six policy months. There is no minimum transfer amount;
however, if the amount allocated to theGeneral Account is $500 or less, the
owner may transfer the entire allocated amount out of the General Account. A
transfer charge of $10 is made for each transfer and may be deducted from the
amount transferred; however, the transfer charge is currently being waived for
all transfers.

WITHDRAWALS
Anytime during the lifetime of the insured, a cash withdrawal may be made from
the policy value. The amount and timing of the withdrawal is subject to certain
limitations. The minimum withdrawal is $1000 and only one withdrawal may be made
during a policy year. During the first 10 policy years, the maximum withdrawal
is 10% of the net cash surrender value at the time of the withdrawal. The owner
should be aware that withdrawals may result in tax liability. Withdrawals other
than full surrender of the policy incur a $20 withdrawal charge.

Withdrawals reduce the specified amount by an amount proportionate to the amount
of policy value withdrawn. For example, if 10% of the policy value is withdrawn,
the specified amount will be reduced by 10% of the specified amount. Ordinarily,
the amount of any withdrawal will be deducted


<PAGE>



from the General Account and subaccounts in proportion to the values of each.

   
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, page
13.)

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, pages 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, page 12.) In addition, the presence of any outstanding
policy loan negates the no lapse benefit (if present) until the loan is repaid.
    

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 will be deducted
from the General Account and the subaccounts at the time the loan is taken. The
amount of any unpaid loan interest will be added to the loan and deducted from
the General Account and the subaccounts at the end of the policy year in which
the loan interest was earned. Ordinarily, the amount of any loan or unpaid loan
interest will be deducted from the General Account and the subaccounts in
proportion to the values of each. The deduction may be made by some other method
if the owner requests it, and if such method is acceptable to Lincoln Life.

The amount of any loan (including any unpaid loan interest added to the loan)
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%. Such amounts
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 on the loan. In


<PAGE>



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 loans reduce the death benefit proceeds and negate any No
Lapse Benefit applicable to the policy.

EFFECT OF LOANS ON POLICY CHARGES. The existence of a policy loan on a monthly
anniversary day does not di-

                                                                             11
<PAGE>

rectly affect the calculation of the policy value charge, the cost of insurance
charge, or the monthly administrative charge; these charges are currently
determined by the policy value, which includes any policy loan. The mortality
and expense risk charge, asset management expenses, 12b-1 fees, and
miscellaneous funds expenses are not incurred on any policy loan.

LOAN REPAYMENTS. Loan repayments will ordinarily be allocated to the General
Account and the subaccounts 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 or death of the insured will be deducted from the amount
otherwise payable.

POLICY LAPSE AND REINSTATEMENT
Except during the period of any no lapse benefit, insurance coverage under the
policy will be continued in force until the net cash surrender value is
insufficient to cover the monthly deductions. 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 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.

NO LAPSE BENEFIT
Provided no outstanding loan existing on the policy, the policy provides a no
lapse benefit. The no lapse benefit guarantees that the policy will not lapse
prior to the no lapse benefit expiration date


<PAGE>



shown on the policy schedule. Currently, the no lapse benefit expires 10 years
from the policy date if the issue age of the insured is age 75 or younger. For
issue ages 76 and older, the no lapse benefit expires 1 year from the policy
date. Lincoln Life may at any time lengthen or shorten the no lapse benefit for
future new policies, but will not unfairly discriminate among policy owners in
determining the length of the no lapse benefit. The no lapse benefit is not
available in Illinois.

   
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, pages 15-17.     

PROCEEDS AND PAYMENT OPTIONS
PROCEEDS. The amount payable under the policy 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 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 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 payment option selected, as well as the time the election is made, may have
tax consequences.

The owner may elect any payment option while the insured is alive and may change
that election if that right

12


<PAGE>

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,
in the absence of fraud, considered representations and not warranties. A 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 reinstatement, our total liability with respect to such
reinstatement will be the premiums paid, minus any withdrawals, since the
effective date of the reinstatement, minus any policy loan plus loan interest
thereon.

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 reinstatement will not be contestable after
that 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 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 as necessary to that which would
be purchased by the most recent cost of insurance charge 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
policy charges deducted, and any withdrawals made. The report will also include
any other data that may be required where the contract is delivered. In
addition, Lincoln Life will provide to policy owners semi-annually, or otherwise
as may be required by regulations under the Investment Company Act of 1940, a
report containing information about the operations of the funds.


<PAGE>



Lincoln Life has entered into an agreement with Delaware Management Holdings,
Inc., 2005 Market Street, Philadelphia, PA 19203, an affiliate of Lincoln Life,
to provide accounting services to the Separate Account.

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, withdrawal, or benefits
payable at death 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 Separate Account's net
assets. Transfers may also be postponed under such circumstances.

Requests for surrender, policy loan, or withdrawal of policy values attributable
to a premium 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

Lincoln Life intends to offer the policy in all jurisdictions where it is
licensed to do business. The principal business address of Lincoln Life is 1300
South Clinton Street, Fort Wayne, Ind. 46802.


<PAGE>



American Fund Distributors, Inc. (AFD), the principal underwriter for the
policies, is registered with the Securities and Exchange Commission as a 
broker-dealer, and is a member of the National Association of Securities Dealers
(NASD). The principal business address of AFD is 333 S. Hope Street, 52nd Floor,
Los Angeles, California 90071.

The policy will be sold by individuals who, in addition to being licensed as
life insurance agents for Lincoln Life, are also its registered representatives.
The policy will also be sold by properly licensed representatives of independent
broker-dealers which in turn have selling agreements with AFD and have been
appropriately licensed by state insurance departments as agents of Lincoln Life.
These representatives ordinarily receive commissions and service fees up to
5.25% of all premiums paid, plus .25% of accumulated policy values in the second
policy year and each year thereafter. The broker-dealer or local agency receives
additional compensation on all premiums paid. In some situa tions, the
broker-dealer or local agency may elect to share its commission with the
registered representative. Selling representatives may also be eligible for
bonuses and non-cash compensation if certain production levels are reached. All
compensation is paid from Lincoln Life's resources.

14
<PAGE>

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, policy
owner, 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. 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 such contracts
with section 7702. Guidance as to how these modified requirements are to be
applied is extremely limited. If a policy were 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 contract. It is
unclear, for example, whether increases in policy value occurring after the
insured's attaining age 100 would result in taxable income.



<PAGE>



The exchange of an existing life insurance policy entered into before October
21, 1988, 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.

For a policy that is issued on the basis of a select rate class, 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. For a policy that is
issued on a substandard basis (i.e., rate class involving higher than select
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 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 policy owners 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. As of the date of
this prospectus, the Treasury Department has issued no guidelines on this
subject, although it has indicated informally that guidelines could limit the
number of underlying funds or the frequency of transfers among those funds. Such
guidelines may apply prospectively only, although retroactive effect is possible
if the guidelines are considered not to embody a new position. 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.

                                                                             15
<PAGE>

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.

The addition of additional insurance, a policy loan, a withdrawal, 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 of the
Code.

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 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 limitation
and cause the policy to become a Modified Endowment Contract. In simplified
terms, the 7-pay limitation is satisfied only if the accumulated premiums paid
under a policy do not at any time during the first seven policy years exceed the
sum of the equal annual premiums that would have been paid for a similar policy


<PAGE>



providing for fully funded benefits at the end of the seven year period. 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 modified endowment contracts are subject to the following
tax rules: First, all distributions, including withdrawals and distributions
upon surrender, from such a 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.

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, 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, 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 withdrawals 
and distributions upon surrender or lapse) nor loans from, or secured by, a
policy that 


<PAGE>



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. 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.
For interest paid or accrued after October 13, 1996, and policies issued after
June 8, 1997, additional rules apply which may reduce or eliminate any interest
deduction. The owner should consult a competent tax advisor concerning the rules
and limitations.

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. Lincoln Life believes that
any benefits paid under the Accelerated Benefit Election Rider generally will be
excludable from the recipient's income.

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 policy.

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 1940 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.



<PAGE>



The number of votes which each policy owner 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 policy owner 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
subclassification 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 policy owner 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 policy owners.

                                                                             17
<PAGE>

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 Department of Insurance
(Department) 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 Department at least once every five 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 SEPARATE 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.

PREPARING FOR YEAR 2000

Lincoln Life, as part of its year 2000 updating process, is responsible for the
updating of the Separate Account related computer systems. Many existing
computer programs use only two digits to identify a year in the date field.
These programs were designed and developed without considering the impact of the
upcoming change in the century. If not connected, many computer applications
could fail or create erroneous results by or at the year 2000. The year 2000
issue affects virtually all companies and organizations. An affiliate of Lincoln
Life, Delaware Service Company (Delaware), provides substantially all of the
necessary accounting and valuation services for the Separate Account. Delaware,
for its part, is responsible for updating all of its computer systems, including
those which service the Separate Account to accommodate the year 2000. Lincoln
Life and Delaware have begun formal discussions with each other to assess the
requirements for their respective systems to interface properly in order to
facilitate the accurate and orderly operation of the Separate Account beginning
in the year 2000.

The year 2000 issue is pervasive and complex and affects virtually every aspect
of the businesses of both Lincoln Life and Delaware (the Companies). The
computer systems of the Companies and their interfaces with the computer systems
of vendors, suppliers, customers and other business partners are particularly
vulnerable. The inability to properly recognize date-sensitive electronic
information and to transfer data between systems could cause errors or even
complete failure of systems, which would result in a temporary inability to
process transactions correctly and engage in normal business activities for the
Separate Account. The Companies respectively are redirecting significant
portions of their internal information technology efforts and are contracting,
as needed, with outside consultants to help update their systems to accommodate
the year 2000. Also, in addition to the discussions with each other noted above,
the Companies have respectively initiated formal discussions with other critical
parties that interface with their systems to gain an understanding of the
progress by those parties in addressing year 2000 issues. While the Companies
are making substantial efforts to address their own systems and the systems with
which they interface, it is not possible to provide assurance that operational
problems will not occur. The Companies presently believe that, assuming the
modification of existing computer systems, updates by vendors and conversion to
new software and hardware, the year 2000 issue will not pose significant
operations problems for their respective computer systems. In addition, the
Companies are incorporating potential issues surrounding year 2000 into their
contingency planning process, in the event that, despite these substantial
efforts, there are unresolved year 2000 problems. If the remediation efforts
noted above are not completed timely or properly, the year 2000 issue could have
a material adverse impact on the operation of the businesses of Lincoln Life or
Delaware, or both.

The cost of addressing year 2000 issues and the timeliness of completion will be
closely monitored by management of the respective Companies. Nevertheless, there
can be no guarantee either by Lincoln Life or by Delaware that estimated costs
will be achieved, and actual results could differ significantly from those
anticipated. Specific factors that might cause such differences include, but are
not limited to, the availability and cost of personnel trained in this area, the
ability to locate and correct all relevant computer problems, and other
uncertainties.

18
<PAGE>

LEGAL PROCEEDINGS

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

During the 1990's class action lawsuits alleging sales practices fraud have been
filed against many life insurance companies, and Lincoln Life has not been
immune. Three lawsuits alleging fraud in the sale of interest-sensitive
universal and whole life insurance policies have been filed against Lincoln
Life. These three suits have been filed as class actions, although as of the
date of this Prospectus the court had not certified a class in either case.
Plaintiffs seek unspecified damages and penalties for themselves and on behalf
of the putative class. Although the relief sought in these cases is substantial,
the cases are in the early stages of litigation, and it is premature to make
assessments about potential loss, if any. Management denies the allegations and
intends to defend these suits vigorously. The amount of liability, if any, which
may arise as a result of these suits (exclusive of any indemnification from
professional liability insurers) cannot be reasonably estimated at this time.

The principal underwriter, AFD, is not engaged in any material litigation of any
nature.

EXPERTS

The financial statements of the Separate Account and the statutory-basis
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 which also appear elsewhere in this
document and in the registration statement. The financial statements and
schedules audited by Ernst & Young LLP have been included in this document in
reliance on their reports given on their authority as experts in accounting and
auditing.

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.

                                                                              19
<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>
 NANCY J. ALFORD                            Vice President [4/96-present], (formerly
 Vice President                             Second Vice President [1/90-4/96]), Lincoln
                                            National Life Insurance Co.
- ------------------------------------------------------------------------------
 ROLAND C. BAKER                            President [1/95-present], First Penn-Pacific
 Vice President and Director                Life Insurance Co. Formerly: Chairman and
 1801 S. Meyers Road                        CFO [7/88-1/95], Baker, Ralish, Shipley &
 Oakbrook Terrace, Ill. 60181               Politzer, Inc.
- ------------------------------------------------------------------------------
 JON A. BOSCIA                              President and Director, Lincoln National
 Director                                   Corp. [1/98-present] (Formerly: President
                                            and Chief Executive Officer
                                            [10/96-1/98]; Chief
                                            Operating Officer
                                            5/94-10/96]), Lincoln
                                            National   Life   Insurance
                                            Co., President  [7/91-5/94]
                                            Lincoln Investment
                                            Management Inc.
- ------------------------------------------------------------------------------
 JOHN GOTTA                                 Vice President and General Manager [1/98-
 Vice President                             present] Formerly: Senior Vice President,
 900 Cottage Grove Rd.                      CIGNA [3/96-12/97]; Vice President,
 Bloomfield, CT 06152-2321                  Connecticut Mutual Life Insurance Company
                                            [8/94-3/96]; Vice President, CIGNA [3/93-
                                            8/94]; Regional Director of Agencies,
                                            Phoenix-Home Life Mutual Insurance Company
                                            [3/90-2/93]
- -------------------------------------------------------------------------------
 MELANIE T. HALL                            Vice President [1/96-Present] (formerly
 Vice President                             Second Vice President [6/95-1/96]), Lincoln
                                            National Life Insurance Co. Formerly:
                                            Assistant Vice President [1/95-6/95], LNC
                                            Equity Sales Corporation, Assistant Vice
                                            President [12/93-1/95], Lincoln Investment
                                            Management, Inc.; Assistant Vice President
                                            [12/92-12/93], Lincoln National Life
                                            Insurance Co.
- -------------------------------------------------------------------------------
 J. MICHAEL HEMP                            President [11/96-Present], Lincoln Financial
 Vice President                             Advisors Corp.; Vice President [10/95-
                                            Present], Lincoln National Life Insurance
                                            Co. Formerly: Regional Chief Executive
                                            Officer [11/79-10/95], Lincoln Dallas RMO.
- -------------------------------------------------------------------------------
 JACK D. HUNTER                             Executive Vice President [5/86-Present] and
 Executive Vice President, General          General Counsel [3/75-Present], Lincoln
 Counsel and Director                       National Corporation and Executive Vice
 200 East Berry Street                      President [8/86-Present] and General Counsel
 Fort Wayne, Ind. 46802                     [3/75-Present], The Lincoln National Life
                                            Insurance Company
- -------------------------------------------------------------------------------
 STEPHEN H. LEWIS                           Senior Vice President, [5/94-present]
 Vice President                             Lincoln National Life Insurance Co.
                                            Formerly: President [2/85-5/94], First Penn-
                                            Pacific Life Insurance Co.
- -------------------------------------------------------------------------------
 H. THOMAS MCMEEKIN                         President [5/94-present], Lincoln Investment
 Director                                   Management, Inc. (formerly Executive Vice
 200 East Berry Street                      President [2/92-11/92], Senior Vice
 Fort Wayne, Ind. 46802                     President [11/87-2/92]; Executive Vice
                                            President [5/94-Present], Lincoln National
                                            Corporation (formerly Senior Vice President
                                            [11/92-5/94])
- -------------------------------------------------------------------------------
 IAN M. ROLLAND                             Chairman [1/92-present], Chief Executive
 Director                                   Officer [5/77-present] and President [12/75-
 200 East Berry Street                      1/92], Lincoln National Corp. Formerly:
 Fort Wayne, Ind. 46802                     Chairman [1/92-5/94], Chief Executive
                                            Officer [7/77-5/94] and President [3/83-
                                            1/93], Lincoln National Life Insurance Co.
- -------------------------------------------------------------------------------
 ARTHUR S. ROSS                             Vice President [8/91-present], Lincoln
 Vice President                             National Life Insurance Co.
- -------------------------------------------------------------------------------
</TABLE>

20
<PAGE>

APPENDIX A CONTINUED

Executive officers and directors
Lincoln National Life Insurance Co.

<TABLE>
<CAPTION>
 Name, address and position(s)           Principal occupations last five
 with applicant*                            years
- -------------------------------------------------------------------------------
 <C>                                        <S>
 LAWRENCE T. ROWLAND                        Executive Vice President
 Executive Vice President and               [10/96-present] (formerly
 Director                                   Senior Vice President [1/93-
 One Reinsurance Place                      10/96], Vice President [10/91-
 1700 Magnavox Way                          1/93]), Lincoln National Life
 Fort Wayne, Ind. 46804                     Insurance Co.
- -------------------------------------------------------------------------------
 KEITH J. RYAN                              Senior Vice President (formerly
 Senior Vice President, Chief Financial     Officer Vice President), Chief
 and Assistant Treasurer                    Financial Officer and Assistant
                                            Treasurer [1/96-present].
                                            Formerly: Controller [6/95-
                                            12/95], Business Controls
                                            Director [11/90-6/95], Lincoln
                                            National Life Insurance Co.
- -------------------------------------------------------------------------------
 GABRIEL L. SHAHEEN                         President and Chief Executive
 President, Chief Executive                 Officer [1/98-present]
 Officer and Director                       Formerly: Chairman and Managing
                                            Director, Lincoln National (UK)
                                            PLC [12/96-1/98]; President,
                                            Lincoln National Reassurance
                                            Company [7/95-12/96]; Senior
                                            Vice President, Lincoln
                                            National Life Reinsurance
                                            Company [1/93-7/95]; Senior
                                            Vice President, Lincoln
                                            National Life Insurance Company
                                            [5/91-1/93]
- -------------------------------------------------------------------------------
 RICHARD C. VAUGHAN                         Executive Vice President and
 Director                                   Chief Financial Officer [1/95-
 200 East Berry Street                      present] (formerly Senior Vice
 Fort Wayne, Ind. 46802                     President [6/92-1/95]), Lincoln
                                            National Corp.
- -------------------------------------------------------------------------------
 MICHAEL R. WALKER                          Vice President [1/96-present],
 Vice President                             Lincoln National Life Insurance
                                            Co. Formerly: Vice President
                                            [3/96-1/96], Employers Health
                                            Insurance Co.; Vice President
                                            [7/85-3/93], Baker Hughes, Inc.
- -------------------------------------------------------------------------------
 ROY V. WASHINGTON                          Vice President [7/96-present],
 Vice President                             Lincoln National Life Insurance
                                            Co. (formerly, Associate
                                            Counsel [2/95-7/96]). Formerly:
                                            Director of Compliance [8/94-
                                            2/95], Lincoln Investment
                                            Management, Inc.; Compliance
                                            Consultant [8/89-8/94], Lincoln
                                            National Corp.
- -------------------------------------------------------------------------------
 MICHAEL L. WRIGHT                          Senior Vice President [3/95-
 Senior Vice President                      present], Lincoln National Life
                                            Insurance Co. Formerly:
                                            Executive Vice President and
                                            Chief Operating Officer [11/88-
                                            3/95], The Associate Group.
- -------------------------------------------------------------------------------
</TABLE>
*Unless otherwise indicated, the principal business address is 1300 South
Clinton Street, Fort Wayne, Indiana 46801.

                                                                              21


<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 a different
classification was used or if the gross annual 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 1980 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 an assumed gross annual return is indicated. The
gross annual return used in the illustrations are then reduced by the asset
management charge (current average .53%), the mortality and expense risk charge
(.60% current, .90% guaranteed maximum), 12b-1 fees (.25%), and other expenses
incurred by the funds including printing, mailing, Directors' fees, etc.
(current average .03%) so that the actual numbers in the illustrations are net
of these charges and expenses. As a result of these charges, a 12% gross annual
return yields a net annual return of 10.44% using current charges, and 10.11%
using guaranteed charges. Similarly, gross annual returns of 6% and 0% yield net
annual returns of 4.53% and (1.39)% respectively using current charges, and
4.21% and (1.69)% respectively using guaranteed charges.

All illustrated policy values and net cash surrender values reflect all fees and
charges made under the policies, including the monthly administrative charge,
the policy value charge, and the cost of insurance charges.

22
<PAGE>

AMERICAN LEGACY ESTATE BUILDER

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE


<PAGE>



Male issue age 45, Select Tobacco
$32,890 specified amount
$10,000 initial premium using current charges

<TABLE>
<CAPTION>
                    Death benefit                 Policy value                  Net cash surrender value
        Premiums    ----------------------------- ----------------------------- ----------------------------
        accumulated assuming hypothetical         assuming hypothetical         assuming hypothetical
End of  at 5%       gross annual return of        gross annual return of        gross annual return of 
policy  interest    ----------------------------- ----------------------------- ---------------------------- 
year    per year    0% gross 6% gross 12% gross   0% gross 6% gross 12% gross   0% gross 6% gross    12% gross
- ------------------------------------------------------------------------------------------------------------
<S>      <C>        <C>       <C>          <C>     <C>      <C>      <C>         <C>     <C>         <C>
 1       $10,500     $32,890  $32,890      $32,890 $9,567   $10,143  $   10,718  $8,917  $ 9,493     $10,068
 2        11,025      32,890   32,890      32,890   9,150    10,289      11,493   8,500    9,639      10,843
 3        11,576      32,890   32,890      32,890   8,749    10,438      12,327   8,149    9,838      11,727
 4        12,155      32,890   32,890      32,890   8,363    10,590      13,227   7,763    9,990      12,627
 5        12,763      32,890   32,890      32,890   7,991    10,745      14,198   7,441   10,195      13,648
- ------------------------------------------------------------------------------------------------------------
 6        13,401      32,890   32,890      32,890   7,633    10,904      15,244   7,083   10,354      14,694
 7        14,071      32,890   32,890      32,890   7,289    11,065      16,377   6,789   10,565      15,877
 8        14,775      32,890   32,890      32,890   6,957    11,230      17,607   6,457   10,730      17,107
 9        15,513      32,890   32,890      32,890   6,638    11,398      18,946   6,188   10,948      18,496
10        16,289      32,890   32,890      32,890   6,331    11,570      20,409   5,881   11,120      19,959
- ------------------------------------------------------------------------------------------------------------
15        20,789      32,890   32,890      42,227   5,221    13,131      31,513   5,221   13,131      31,513
20        26,533      32,890   32,890      59,779   4,257    14,947      49,000   4,257   14,947      49,000
25        33,864      32,890   32,890      88,820   3,419    17,058      76,569   3,419   17,058      76,569
30        43,219      32,890   32,890     128,613   2,691    19,514     120,199   2,691   19,514     120,199
40        70,400      32,890   32,890     314,699   1,508    25,692     299,713   1,508   25,692     299,713
- ------------------------------------------------------------------------------------------------------------
50       114,674      32,890   35,067     736,366     616    34,720     729,075     616   34,720     729,075
60       186,792      32,890   53,067   1,946,701     238    53,067   1,946,701     238   53,067   1,946,701
70       304,264      32,890   82,569   5,250,124     207    82,569   5,250,124     207   82,569   5,250,124
</TABLE>
The hypothetical gross annual returns shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future gross annual returns. Actual gross annual returns 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 gross annual returns 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 gross annual returns
can be achieved for any one year or sustained  over any period of time. All
values  are net of the  following  charges:  asset  management  = .53%  (current
average);   12b-1  fees  =  .25%;   mortality  and  expense  risk  =  .60%;  and
miscellaneous  expense  =  .03%.  Values  illustrated  are  also  net of cost of
insurance charges, monthly administrative charge, and policy value charge.
                                                                             23
<PAGE>

AMERICAN LEGACY ESTATE BUILDER

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Male issue age 45, Select Tobacco
$32,890 specified amount
$10,000 initial premium using guaranteed charges
<TABLE>
<CAPTION>
                    Death benefit                Policy value                 Net cash surrender value
        Premiums    ---------------------------- ---------------------------- ---------------------------
        accumulated assuming hypothetical        assuming hypothetical        assuming hypothetical
End of  at 5%       gross annual return of       gross annual return of       gross annual return of 
policy  interest    ---------------------------- ---------------------------- --------------------------- 
year    per year    0% gross 6% gross 12% gross  0% gross 6% gross 12% gross  0% gross 6% gross 12% gross
- ---------------------------------------------------------------------------------------------------------
<S>     <C>         <C>       <C>      <C>       <C>       <C>      <C>       <C>      <C>      <C>
 1       $10,500    $32,890   $32,890  $32,890   $9,505    $10,083  $10,661   $8,855   $9,433   $ 10,011
 2        11,025     32,890    32,890   32,890    9,008     10,156   11,372    8,358    9,506     10,722
 3         11,576    32,890    32,890   32,890    8,506     10,217   12,137    7,906    9,617     11,537
 4         12,155    32,890    32,890   32,890    7,999     10,264   12,961    7,399    9,664     12,361
 5         12,763    32,890    32,890   32,890    7,484     10,297   13,850    6,934    9,747     13,300
- --------------------------------------------------------------------------------------------------------
 6         13,401    32,890   32,890   32,890     6,958     10,311   14,810    6,408    9,761     14,260
 7         14,071    32,890   32,890   32,890     6,418     10,305   15,848    5,918    9,805     15,348
 8         14,775    32,890   32,890   32,890     5,860     10,275   16,971    5,360    9,775     16,471
 9         15,513    32,890   32,890   32,890     5,279     10,216   18,188    4,829    9,766     17,738
10        16,289     32,890   32,890   32,890     4,672     10,124   19,511    4,222    9,674     19,061
- ---------------------------------------------------------------------------------------------------------
15        20,789     32,890   32,890   39,670     1,250      9,596   29,604    1,250    9,596     29,604
20        26,533          0   32,890   55,295         0      7,469   45,324        0    7,469     45,324
25        33,864          0   32,890   80,842         0      1,870   69,691        0    1,870     69,691
30        43,219          0        0  115,322         0          0  107,778        0        0    107,778
40        70,400          0        0  273,860         0          0  260,819        0        0    260,819
- --------------------------------------------------------------------------------------------------------
50       114,674          0        0  621,916         0          0  615,758        0        0    615,758
60       186,792          0        01,595,665         0          01,595,665        0        0  1,595,665
70       304,264          0        04,176,539         0          04,176,539        0        0  4,176,539
</TABLE>

The hypothetical gross annual returns shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future gross annual returns. Actual gross annual returns 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 gross annual returns 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 gross annual returns
can be achieved for any one year or sustained over any period of time. All
values are net of the following charges: asset management = .53% (current
average); 12b-1 fees = .25%; mortality and expense risk = .90%; and
miscellaneous expense = .03%. Values illustrated are also net of cost of
insurance charge, monthly administrative charge, and policy value charge.

24
<PAGE>

AMERICAN LEGACY ESTATE BUILDER

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Male issue age 45, Non-Tobacco
$42,170 specified amount
$10,000 initial premium using current charges

<TABLE>
<CAPTION>
                    Death benefit                Policy value                 Net cash surrender value
        Premiums    ---------------------------- ---------------------------- ----------------------------
        accumulated assuming hypothetical        assuming hypothetical        assuming hypothetical
End of  at 5%       gross annual return of       gross annual return of       gross annual return of 
policy  interest    ---------------------------- ---------------------------- ---------------------------- 
year    per year    0% gross 6% gross 12% gross  0% gross 6% gross 12% gross   0% gross 6% gross 12% gross
- ----------------------------------------------------------------------------------------------------------
<S>     <C>         <C>    <C>      <C>       <C>    <C>     <C>       <C>      <C>        <C>
  1      $10,500   $42,170 $42,170  $ 42,170  $9,625 $10,204 $  10,783 $8,975   $ 9,554 $  10,133 
  2       11,025    42,170  42,170    42,170   9,262  10,414    11,632  8,612     9,764    10,982
  3       11,576    42,170  42,170    42,170   8,910  10,630    12,553  8,310    10,030    11,953
  4       12,155    42,170  42,170    42,170   8,569  10,851    13,552  7,969    10,251    12,952
  5       12,763    42,170  42,170    42,170   8,239  11,078    14,636  7,689    10,528    14,086
- ---------------------------------------------------------------------------------------------------------
  6       13,401    42,170  42,170    42,170   7,920  11,311    15,811  7,370    10,761    15,261
  7       14,071    42,170  42,170    42,170   7,611  11,550    17,086  7,111    11,050    16,586
  8       14,775    42,170  42,170    42,170   7,311  11,796    18,468  6,811    11,296    17,968
  9       15,513    42,170  42,170    42,170   7,021  12,048    19,968  6,571    11,598    19,518
 10       16,289    42,170  42,170    42,170   6,740  12,307    21,594  6,290    11,857    21,144
- ----------------------------------------------------------------------------------------------------------
 15       20,789    42,170  42,170    45,308   5,751  14,420    33,812  5,751    14,420    33,812
 20       26,533    42,170  42,170    65,273   4,865  16,951    53,502  4,865    16,951    53,502
 25       33,864    42,170  42,170    98,523   4,072  19,986    84,933  4,072    19,986    84,933
 30       43,219    42,170  42,170   144,349   3,362  23,622   134,906  3,362    23,622   134,906
 40       70,400    42,170  42,170   358,038   2,157  33,204   340,989  2,157    33,204   340,989
- ----------------------------------------------------------------------------------------------------------
 50      114,674    42,170  47,676   861,736   1,191  47,204   853,204  1,191    47,204   853,204
 60      186,792    42,170  72,588 2,278,137     730  72,588 2,278,137    730    72,588 2,278,137
 70      304,264    42,170 112,943 6,143,986     634 112,943 6,143,986    634   112,943 6,143,986
</TABLE>

The hypothetical gross annual returns shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future gross annual returns. Actual gross annual returns 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 gross annual 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 gross annual returns
can be achieved for any one year or sustained over any period of time. All
values are net of the following charges: asset management = .53% (current
average); 12b-1 fees = .25%; mortality and expenses risk = .60%; and
miscellaneous expense = .03%. Values illustrated are also net of cost of
insurance charge, monthly administrative charge, and policy value charge.

                                                                              25
<PAGE>

AMERICAN LEGACY ESTATE BUILDER

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Male issue age 45, Select Non-Tobacco 
$42,170 specified amount
$10,000 initial premium using guaranteed charges 
<TABLE> 
<CAPTION>
                    Death benefit               Policy value                Net cash surrender value
        Premiums    --------------------------- --------------------------- ---------------------------
        accumulated assuming hypothetical       assuming hypothetical       assuming hypothetical
End of  at 5%       gross annual return of      gross annual return of      gross annual return of 
policy  interest    --------------------------- ------------------------------------------------------
year    per year    0% gross 6% gross 12% gross 0% gross 6% gross 12% gross 0% gross 6% gross 12% gross
- -------------------------------------------------------------------------------------------------------
<S>     <C>         <C>      <C>      <C>       <C>      <C>      <C>       <C>      <C>      <C>
 1    $ 10,500   $42,170     $42,170  $42,170   $9,544  $10,122   $10,701   $8,894   $ 9,472  $10,051
 2      11,025    42,170      42,170   42,170    9,090   10,240    11,457    8,440     9,590   10,807
 3      11,576    42,170      42,170   42,170    8,639   10,351    12,273    8,039     9,751   11,673
 4      12,155    42,170      42,170   42,170    8,187   10,456    13,155    7,587     9,856   12,555
 5      12,763    42,170      42,170   42,170    7,734   10,553    14,107    7,184    10,003   13,557
- ------------------------------------------------------------------------------------------------------
 6      13,401    42,170      42,170   42,170    7,278   10,640    15,136    6,728    10,090   14,586
 7      14,071    42,170      42,170   42,170    6,817   10,715    16,248    6,317    10,215   15,748
 8      14,775    42,170      42,170   42,170    6,348   10,775    17,450    5,848    10,275   16,950
 9      15,513    42,170      42,170   42,170    5,867   10,818    18,750    5,417    10,368   18,300
10      16,289    42,170      42,170   42,170    5,372   10,841    20,158    4,922    10,391   19,708
- -------------------------------------------------------------------------------------------------------
15      20,789    42,170      42,170   42,170    2,770   11,143    30,822    2,770    11,143   30,822
20      26,533         0      42,170   58,511        0   10,401    47,960        0    10,401   47,960
25      33,864         0      42,170   86,952        0    7,354    74,959        0     7,354   74,959
30      43,219         0           0  125,505        0        0   117,294        0         0  117,294
40      70,400         0           0  301,879        0        0   287,504        0         0  287,504
- -------------------------------------------------------------------------------------------------------
50      114,674        0           0  689,558        0        0   682,730        0         0  682,730
60      186,792        0           01,769,215        0        0 1,769,215        0         01,769,215
70      304,264        0           04,630,793        0        0 4,630,793        0         04,630,793
</TABLE>

The hypothetical gross annual returns shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future gross annual returns. Actual gross annual returns 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 gross annual returns average 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 gross annual returns
can be achieved for any one year or sustained over any period of time. All
values are net of the following charges: asset management = .53% (current
average); 12b-1 fees = .25%; mortality and expense risk = .90%; and
miscellaneous expense = .03%. Values illustrated are also net of cost of
insurance charge, monthly administrative charge, and policy value charge.

26
<PAGE>

AMERICAN LEGACY ESTATE BUILDER

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
Female issue age 55, Select Tobacco
$72,400 specified amount
$25,000 initial premium using current charges

<TABLE>
<CAPTION>
                    Death benefit                Policy value                 Net cash surrender value
        Premiums    ---------------------------- ---------------------------- ---------------------------
        accumulated assuming hypothetical        assuming hypothetical        assuming hypothetical
End of  at 5%       gross annual return of       gross annual return of       gross annual return of
policy  interest    -----------------------------------------------------------------------------------
year    per year    0% gross 6% gross 12% gross  0% gross 6% gross 12% gross  0% gross 6% gross 12% gross
- ---------------------------------------------------------------------------------------------------------
<S>     <C>         <C>      <C>      <C>        <C>      <C>      <C>        <C>      <C>      <C>
 1     $ 26,250     $72,400 $72,400   $72,400    $24,006  $25,449  $26,890    $22,381  $23,824  $25,265
 2       27,563      72,400  72,400    72,400     23,049   25,907   28,927     21,424   24,282   27,302
 3       28,941      72,400  72,400    72,400     22,128   26,374   31,123     20,628   24,874   29,623
 4       30,388      72,400  72,400    72,400     21,241   26,851   33,490     19,741   25,351   31,990
 5       31,907      72,400  72,400    72,400     20,388   27,338   36,043     19,013   25,963   34,668
- ---------------------------------------------------------------------------------------------------------
 6       33,502      72,400  72,400    72,400     19,567   27,835   38,802     18,192   26,460   37,427
 7       35,178      72,400  72,400    72,400     18,776   28,342   41,807     17,526   27,092   40,557
 8       36,936      72,400  72,400    72,400     18,015   28,859   45,096     16,765   27,609   43,846
 9       38,783      72,400  72,400    72,400     17,282   29,386   48,699     16,157   28,261   47,574
10       40,722      72,400  72,400    72,400     16,576   29,925   52,695     15,451   28,800   51,570
- ---------------------------------------------------------------------------------------------------------
15       51,973      72,400  72,400    97,096     14,123   34,478   83,703     14,123   34,478   83,703
20       66,332      72,400  72,400   142,952     11,992   39,773  133,600     11,992   39,773  133,600
25       84,659      72,400  72,400   224,867     10,140   45,931  214,159     10,140   45,931  214,159
30      108,049      72,400  72,400   357,214      8,530   53,217  340,204      8,530   53,217  340,204
40      176,000      72,400  73,217   847,883      5,917   72,492  839,488      5,917   72,492  839,488
- ---------------------------------------------------------------------------------------------------------
50      286,685      72,400 111,671 2,241,515      4,531  111,6712,241,515      4,531  111,6712,241,515
60      466,980      72,400 173,754 6,045,217      3,935  173,7546,045,217      3,935  173,7546,045,217
</TABLE>
The hypothetical gross annual returns shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future gross annual returns. Actual gross annual returns 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 gross annual returns 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 gross annual returns
can be achieved for any one year or sustained over any period of time. All
values are net of the following charges: asset management = .53% (current
average); 12b-1 fees = .25%; mortality and expense risk = .60%; and
miscellaneous expense = .03%. Values illustrated are also net of cost of
insurance charge, monthly administrative charge, and policy value
charge.

                                                                              27
<PAGE>

AMERICAN LEGACY ESTATE BUILDER

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Female issue age 55, Select Tobacco
$72,400 specified amount
$25,000 initial premium using guaranteed charges

<TABLE>
<CAPTION>
                    Death benefit                Policy value                 Net cash surrender value
        Premiums    ---------------------------- ---------------------------- ----------------------------
        accumulated aassuming hypothetical       assuming hypothetical        assuming hypothetical
End of  at 5% gross annual return of             gross annual return of       gross annual return of
policy  interest    ------------------------------------------------------------------------------------ 
year    per year    0% gross  6% gross 12% gross 0% gross  6% gross 12% gross 0% gross  6% gross 12% gross 
- ----------------------------------------------------------------------------------------------------------
<S>     <C>         <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>      <C>
 1      $26,250     $72,400   $72,400  $72,400   $23,765   $25,213  $26,661   $22,140   $23,588  $25,036
 2       27,563      72,400    72,400   72,400    22,524    25,403   28,455    20,899    23,778   26,830
 3       28,941      72,400    72,400   72,400    21,275    25,573   30,399    19,775    24,073   28,899
 4       30,388      72,400    72,400   72,400    20,018    25,721   32,513    18,518    24,221   31,013
 5       31,907      72,400    72,400   72,400    18,750    25,845   34,813    17,375    24,470   33,438
- ----------------------------------------------------------------------------------------------------------
 6       33,502      72,400    72,400   72,400    17,464    25,939   37,317    16,089    24,564   35,942
 7       35,178      72,400    72,400   72,400    16,146    25,993   40,044    14,896    24,743   38,794
 8       36,936      72,400    72,400   72,400    14,781    25,992   43,012    13,531    24,742   41,762
 9       38,783      72,400    72,400   72,400    13,350    25,921   46,247    12,225    24,796   45,122
10       40,722      72,400    72,400   72,400    11,839    25,769   49,783    10,714    24,644   48,658
- ----------------------------------------------------------------------------------------------------------
15       51,973      72,400    72,400   90,055     3,228    24,996   77,634     3,228    24,996   77,634
20       66,332           0    72,400  130,617         0    20,335  122,072         0    20,335  122,072
25       84,659           0    72,400  202,413         0     4,847  192,774         0     4,847  192,774
30      108,049           0         0  316,770         0         0  301,685         0         0  301,685
40      176,000           0         0  729,718         0         0  722,493         0         0  722,493
- ----------------------------------------------------------------------------------------------------------
50      286,685           0         01,872,255         0         01,872,255         0         01,872,255
60      466,980           0         04,900,493         0         04,900,493         0         04,900,493
</TABLE>
The hypothetical gross annual returns shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future gross annual returns. Actual gross annual returns 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 gross annual returns 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 gross annual returns
can be achieved for any one year or sustained over any period of time. All
values are net of the following charges asset management = .53% (current
average); 12b-1 fees = .25%; mortality and expense risk = .90%; and
miscellaneous expense = .03%. Values illustrated are also net of cost of
insurance charge, monthly administrative charge, and policy value charge.

28
<PAGE>

AMERICAN LEGACY ESTATE BUILDER

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE 
Female issue age 55, Select Non-Tobacco
$81,375 specified amount
$25,000 initial premium using current charges

<TABLE>
<CAPTION>
                    Death benefit                 Policy value                  Net cash surrender value
        Premiums    --------------------------------------------------------- ---------------------------
        Accumulated assuming hypothetical         assuming hypothetical         assuming hypothetical
End of  at 5% gross annual return of              gross annual return of        gross annual return of
policy  interest    ------------------------------------------------------------------------------------- 
year    per year    0% gross  6% gross 12% gross  0% gross  6% gross 12% gross  0% gross 6% gross 12% gross
- -----------------------------------------------------------------------------------------------------------
<S>     <C>         <C>       <C>      <C>        <C>       <C>      <C>        <C>      <C>      <C>
 1      $26,250    $81,375    $81,375  $81,375    $24,151   $25,603  $27,052    $22,526  $23,978  $25,427
 2       27,563     81,375     81,375   81,375     23,329    26,221   29,277     21,704   24,596   27,652
 3       28,941     81,375     81,375   81,375     22,532    26,856   31,691     21,032   25,356   30,191
 4       30,388     81,375     81,375   81,375     21,761    27,508   34,309     20,261   26,008   32,809
 5       31,907     81,375     81,375   81,375     21,014    28,177   37,148     19,639   26,802   35,773
- -----------------------------------------------------------------------------------------------------------
 6       33,502     81,375     81,375   81,375     20,291    28,864   40,227     18,916   27,489   38,852
 7       35,178     81,375     81,375   81,375     19,591    29,569   43,567     18,341   28,319   42,317
 8       36,936     81,375     81,375   81,375     18,913    30,293   47,189     17,663   29,043   45,939
 9       38,783     81,375     81,375   81,375     18,256    31,036   51,133     17,131   29,911   50,008
10       40,722     81,375     81,375   81,375     17,620    31,799   55,458     16,495   30,674   54,333
- -----------------------------------------------------------------------------------------------------------
15       51,973     81,375    81,375   102,579     15,493    37,779   88,430     15,493   37,779   88,430
20       66,332     81,375    81,375   151,649     13,588    44,947  141,728     13,588   44,947  141,728
25       84,659     81,375    81,375   239,132     11,882    53,657  227,745     11,882   53,657  227,745
30      108,049     81,375    81,375   380,886     10,355    64,305  362,749     10,355   64,305  362,749
40      176,000     81,375    93,796   917,373      7,764    92,867  908,290      7,764   92,867  908,290
- -----------------------------------------------------------------------------------------------------------
50      286,685     81,375   143,058 2,425,223      6,214   143,0582,425,223      6,214  143,0582,425,223
60      466,980     81,375   222,590 6,540,666      5,397   222,5906,540,666      5,397  222,5906,540,666
</TABLE>
The hypothetical gross annual returns shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future gross annual returns. Actual gross annual returns 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 gross annual returns 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 gross annual returns
can be achieved for any one year or sustained over any period of time. All
values are net of the following charges: asset management = .53% (current
average); 12b-1 fees = .25%; mortality and expense risk = .60%; and
miscellaneous expense = .03%. Values illustrated are also net of cost of
insurance charge, monthly administrative charge and policy value charge.

                                                                             29
<PAGE>

AMERICAN LEGACY ESTATE BUILDER

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Female issue age 55, Select Non-Tobacco
$81,375 specified amount
$25,000 initial premium using guaranteed charges 
<TABLE> 
<CAPTION>
                    Death benefit                 Policy value                  Net cash surrender value
        Premiums    ----------------------------- ----------------------------- ----------------------------
        accumulated assuming hypothetical         assuming hypothetical         assuming hypothetical
End of  at 5% gross annual return of              gross annual return of        gross annual return of 
policy  interest    --------------------------------------------------------------------------------------
year    per year    0% gross  6% gross 12% gross  0% gross  6% gross 12% gross  0% gross 6% gross 12% gross
- ------------------------------------------------------------------------------------------------------------
<S>     <C>         <C>       <C>      <C>        <C>       <C>      <C>        <C>      <C>      <C>
 1  $26,250         $81,375   $81,375  $81,375    $23,868   $25,316  $26,765    $22,243  $23,691  $25,140
 2   27,563          81,375    81,375   81,375     22,735    25,618   28,671     21,110   23,993   27,046
 3   28,941          81,375    81,375   81,375     21,600    25,905   30,735     20,100   24,405   29,235
 4   30,388          81,375    81,375   81,375     20,464    26,177   32,973     18,964   24,677   31,473
 5   31,907          81,375    81,375   81,375     19,321    26,431   35,401     17,946   25,056   34,026
- ------------------------------------------------------------------------------------------------------------
 6   33,502          81,375    81,375   81,375     18,164    26,661   38,036     16,789   25,286   36,661
 7   35,178          81,375    81,375   81,375     16,985    26,860   40,896     15,735   25,610   39,646
 8   36,936          81,375    81,375   81,375     15,769    27,015   43,999     14,519   25,765   42,749
 9   38,783          81,375    81,375   81,375     14,501    27,113   47,368     13,376   25,988   46,243
10   40,722          81,375    81,375   81,375     13,171    27,146   51,048     12,046   26,021   49,923
- ------------------------------------------------------------------------------------------------------------
15   51,973          81,375    81,375   92,487      5,781    27,612   79,730      5,781   27,612   79,730
20   66,332               0    81,375  134,699          0    24,816  125,887          0   24,816  125,887
25   84,659               0    81,375  209,249          0    12,881  199,285          0   12,881  199,285
30  108,049               0         0  328,340          0         0  312,705          0        0  312,705
40  176,000               0         0  758,520          0         0  751,010          0        0  751,010
- ------------------------------------------------------------------------------------------------------------
50  286,685               0         01,946,154          0         01,946,154          0        01,946,154
60  466,980               0         05,093,916          0         05,093,916          0        05,093,916
</TABLE>
The hypothetical gross annual returns shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future gross annual returns. Actual gross annual returns 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 gross annual returns 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 gross annual returns
can be achieved for any one year or sustained over any period of time. All
values are net of the following charges: asset management = .53% (current
average); 12b-1 fees = .25%; mortality and expense risk = .90%; and
miscellaneous expense = .03%. Values illustrated are also net of cost of
insurance charges, monthly administrative charge, and policy value charge.

30
<PAGE>

AMERICAN LEGACY ESTATE BUILDER

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Male issue age 65, Select Tobacco
$85,100 specified amount
$50,000 initial premium using current charges

<TABLE>
<CAPTION>
                    Death benefit                Policy value                 Net cash surrender value
        Premiums    ------------------------------------------------------------------------------------
        accumulated assuming hypothetical        assuming hypothetical        assuming hypothetical
End of  at 5% gross annual return of             gross annual return of       gross annual return of
policy  interest    ------------------------------------------------------------------------------------ 
year    per year    0% gross 6% gross 12% gross  0% gross 6% gross 12% gross  0% gross 6% gross 12% gross
- ----------------------------------------------------------------------------------------------------------
<S>     <C>         <C>      <C>      <C>        <C>      <C>      <C>        <C>      <C>      <C>
  1    $ 52,500     $85,100  $ 85,100 $  85,100  $48,076  $ 51,019 $  53,904 $44,826  $ 47,769  $   50,654
  2      55,125      85,100    85,100    85,100   46,218    52,060    58,114  42,968    48,810      54,864
  3      57,881      85,100    85,100    85,100   44,431    53,121    62,651  41,431    50,121      59,651
  4      60,775      85,100    85,100    85,100   42,710    54,204    67,544  39,710    51,204      64,544
  5      63,814      85,100    85,100    85,100   41,053    55,309    72,895  38,303    52,559      70,145
- ---------------------------------------------------------------------------------------------------------
  6      67,005      85,100    85,100    90,695   39,459    56,437    78,866  36,709    53,687     76,116
  7      70,355      85,100    85,100    96,480   37,924    57,588    85,380  35,424    55,088     82,880
  8      73,873      85,100    85,100   102,667   36,447    58,762    92,492  33,947    56,262     89,992
  9      77,566      85,100    85,100   109,303   35,024    59,960   100,278  32,774    57,710     98,028
 10      81,445      85,100    85,100   116,448   33,655    61,183   108,830  31,405    58,933    106,580
- ----------------------------------------------------------------------------------------------------------
 15     103,946      85,100    85,100   181,387   28,963    71,155    172,750 28,963    71,155    172,750
 20     132,665      85,100    87,294   284,933   24,886    83,137    271,364 24,886    83,137    271,364
 25     169,318      85,100   102,744   441,519   21,343    97,851    420,494 21,343    97,851    420,494
 30     216,097      85,100   117,844   666,716   18,265   116,677    660,115 18,265   116,677    660,115
 40     351,999      85,100   179,736 1,762,570   14,530   179,736  1,762,570 14,530   179,736  1,762,570
- ----------------------------------------------------------------------------------------------------------
 50     573,370      85,100   279,659 4,753,535   12,619   279,659  4,753,535 12,619   279,659  4,753,535 
</TABLE> 

The hypothetical gross annual returns shown above and
elsewhere in this prospectus are illustrative only and should not be deemed a
representation of past or future gross annual returns. Actual gross annual
returns 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 gross annual
returns 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 gross annual returns can be achieved for any one year of sustained
over any period of time. All values are net of the following charges: asset
management = .53% (current average); 12b-1 fees = .25%; mortality and expense
risk = .60%; and miscellaneous expense = .03%. Values illustrated are also net
of cost of insurance charge, monthly administrative charge, and policy value
charge.

                                                                              31
<PAGE>

AMERICAN LEGACY ESTATE BUILDER

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
Male issue age 65, Select Tobacco
$85,100 specified amount
$50,000 initial premium using guaranteed charges 
<TABLE> 
<CAPTION>
                    Death benefit                Policy value                 Net cash surrender value
        Premiums    ---------------------------------------------------------------------------------
        accumulated assuming hypothetical        assuming hypothetical        assuming hypothetical
End of  at 5% gross annual return of             gross annual return of       gross annual return of 
policy  interest    ----------------------------------------------------------------------------------
year    per year    0% gross 6% gross 12% gross  0% gross 6% gross 12% gross  0% gross 6%gross 12% gross
- --------------------------------------------------------------------------------------------------------
<S>     <C>         <C>      <C>      <C>        <C>      <C>      <C>        <C>      <C>     <C>
 1      $ 52,500    $85,100  $85,100  $  85,100  $47,156  $50,134  $   53,059 $43,906  $46,884 $  49,809
 2        55,125     85,100   85,100     85,100   44,149   50,156      56,407  40,899   46,906    53,157
 3        57,881     85,100   85,100     85,100   40,957   50,054      60,103  37,957   47,054    57,103
 4        60,775     85,100   85,100     85,100   37,546   49,765      64,217  34,546   46,765    61,217
 5        63,814     85,100   85,100     85,100   33,872   49,289      68,836  31,122   46,539    66,086
- -------------------------------------------------------------------------------------------------------
 6        67,005     85,100   85,100     85,176  29,876    48,609      74,066  27,126   45,859    71,316
 7        70,355     85,100   85,100     90,322  25,483    47,677      79,931  22,983   45,177    77,431
 8        73,873     85,100   85,100     95,826  20,593    46,436      86,330  18,093   43,936    83,830
 9        77,566     85,100   85,100    101,716  15,090    44,813      93,317  12,840   42,563    91,067
10        81,445     85,100   85,100    108,041   8,832    42,721     100,973   6,582   40,471    98,723
- --------------------------------------------------------------------------------------------------------
15       103,946          0   85,100    165,792       0    23,280     157,898       0   23,280    157,898
20       132,665          0        0    256,568       0         0     244,351       0        0    244,351
25       169,318          0        0    391,663       0         0     373,012       0        0    373,012
30       216,097          0        0    582,648       0         0     576,879       0        0    576,879
40       351,999          0        0  1,494,914       0         0   1,494,914       0        0  1,494,914
- --------------------------------------------------------------------------------------------------------
50       573,370          0        0  3,912,829       0         0   3,912,829       0        0  3,912,829
</TABLE>
The hypothetical gross annual returns shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of 
past or future gross annual returns. Actual gross annual returns 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 gross annual returns 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 gross annual returns
can be achieved for any one year or sustained over any period of time. All 
values are net of the following charges: asset management = .53% (current
average); 12b-1 fees= .25%; mortality and expense risk = .90%; and miscellaneous
expense = .03%. Values illustrated are also net of cost of insurance charge,
monthly administrative charge, and policy value charge.

32
<PAGE>

AMERICAN LEGACY ESTATE BUILDER

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE 
Male issue age 65, Select Non-Tobacco
$96,100 specified amount
$50,000 initial premium using current charges

<TABLE>
<CAPTION>
                    Death benefit                Policy value                 Net cash surrender value
        Premiums    ------------------------------------------------------------------------------------
        accumulated assuming hypothetical        assuming hypothetical        assuming hypothetical
End of  at 5% gross annual return of             gross annual return of       gross annual return of 
policy  interest    ------------------------------------------------------------------------------------ 
year    per year    0% gross 6% gross 12% gross  0% gross 6% gross 12% gross  0% gross 6% gross 12% gross
- ----------------------------------------------------------------------------------------------------------
<S>     <C>         <C>      <C>      <C>        <C>      <C>      <C>        <C>      <C>      <C>
 1      $  52,500   $96,100  $ 96,100 $  96,100  $48,366  $ 51,327 $  54,229  $45,116  $ 48,077 $ 50,979
 2         55,125    96,100    96,100    96,100   46,778    52,689    58,816   43,528    49,439   55,566
 3         57,881    96,100    96,100    96,100   45,241    54,088    63,791   42,241    51,088   60,791
 4         60,775    96,100    96,100    96,100   43,752    55,523    69,187   40,752    52,523   66,187
 5         63,814    96,100    96,100    96,100   42,310    56,997    75,039   39,560    54,247   72,289
- ----------------------------------------------------------------------------------------------------------
 6         67,005    96,100    96,100    96,100   40,914    58,510    81,387   38,164    55,760   78,637
 7         70,355    96,100    96,100    99,793   39,562    60,062    88,313   37,062    57,562   85,813
 8         73,873    96,100    96,100   106,447   38,253    61,657    95,898   35,753    59,157   93,398
 9         77,566    96,100    96,100   113,558   36,985    63,293   104,181   34,735    61,043  101,931
10         81,445    96,100    96,100   121,179   35,757    64,973   113,251   33,507    62,723  111,001
- ----------------------------------------------------------------------------------------------------------
15        103,946    96,100    96,100   189,958   31,732    77,866   180,912   31,732    77,866  180,912
20        132,665    96,100    97,985   300,567   28,128    93,319   286,255   28,128    93,319  286,255
25        169,318    96,100   117,430   474,241   24,902   111,838   451,658   24,902   111,838  451,658
30        216,097    96,100   136,059   723,414   22,013   134,712   716,251   22,013   134,712  716,251
40        351,999    96,100   207,518 1,912,459   18,103   207,518 1,912,459   18,103   207,5181,912,459
- ----------------------------------------------------------------------------------------------------------
50        573,370    96,100   322,885 5,157,776   15,723   322,885 5,157,776   15,723   322,8855,157,776 
</TABLE> 
The hypothetical gross annual returns shown above and
elsewhere in this prospectus are illustrative only and should not be deemed a
representation of past or future gross annual returns. Actual gross annual
returns 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 gross returns
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 gross 
annual returns can be achieved for any one year or sustained over any period of
time. All values are net of the following charges: asset management = .53% 
(current average); 12b-1 fees = .25%; mortality and expense risk = .60%; and 
miscellaneous expense = .03%. Values illustrated are also net of cost of
insurance charge, monthly administrative charge, and policy value charge.

                                                                              33
<PAGE>

AMERICAN LEGACY ESTATE BUILDER

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Male issue age 65, Select Non-Tobacco
$96,100 specified amount
$50,000 initial premium using guaranteed charges

<TABLE>
<CAPTION>
                    Death benefit               Policy value                Net cash surrender value
        Premiums    ---------------------------------------------------------------------------------
        accumulated assuming hypothetical       assuming hypothetical       assuming hypothetical
End of  at 5% gross annual return of            gross annual return of      gross annual return of 
policy  interest    --------------------------------------------------------------------------------- 
year    per year    0% gross 6% gross 12% gross 0% gross 6% gross 12% gross 0% gross 6% gross 12% gross
- -------------------------------------------------------------------------------------------------------
<S>     <C>         <C>      <C>      <C>       <C>      <C>      <C>       <C>      <C>      <C>
 1      $ 52,500  $96,100    $96,100  $  96,100 $47,478  $50,445  $  53,358 $44,228  $47,195  $  50,108
 2        55,125   96,100     96,100     96,100  44,851   50,803     56,991  41,601   47,553     53,741
 3        57,881   56,100     96,100     96,100  42,103   51,063     60,941  39,103   48,063     57,941
 4        60,775   96,100     96,100     96,100  39,209   51,210     65,260  36,209   48,211     62,260
 5        63,814   96,100     96,100     96,100  36,133   51,226     70,009  33,383   48,476     67,259
- -------------------------------------------------------------------------------------------------------
 6        67,005   96,100     96,100     96,100  32,833   51,081     75,261  30,083   48,331     72,511
 7        70,355   96,100     96,100     96,100  29,251   50,743     81,112  26,751   48,243     78,612
 8        73,873   96,100     96,100     97,324  25,314   50,165     87,679  22,814   47,665     85,179
 9        77,566   96,100     96,100    103,513  20,933   49,247     94,966  18,683   46,997     92,716
10        81,445   96,100     96,100    110,130  16,015   47,957    102,925  13,765   45,707    100,675
- -------------------------------------------------------------------------------------------------------
15       103,946        0     96,100    170,074       0   36,096    161,975       0   36,096    161,975
20       132,665        0          0    264,897       0        0    252,283       0        0    252,283
25       169,318        0          0    406,277       0        0    386,930       0        0    386,930
30       216,097        0          0    605,083       0        0    599,092       0        0    599,092
40       351,999        0          0  1,552,476       0        0  1,552,476       0        0  1,552,476
- -------------------------------------------------------------------------------------------------------
50       573,370        0          0  4,063,493       0        0  4,063,493       0        0  4,063,493
</TABLE>
The hypothetical gross annual returns shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future gross annual returns. Actual gross annual returns 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 gross annual returns 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 gross annual returns 
can be achieved for any one year or sustained over any period of time. All 
values are net of the following charges: asset management = .53% (current
average); 12b-1 fees = .25%; mortality and expense risk = .90%; and
miscellaneous expense = .03%. Values illustrated are also net of cost of
insurance charge, monthly administrative charge, and policy value charge.

34
<PAGE>

APPENDIX C

Definitions for Separate Account F

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.

Initial premium -- The premium which is paid at the issue of the policy to place
the policy in force.

The initial premium must be at least equal to 80% of the federal maximum premium
limitation at issue.

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 allocated to the Separate
Account.

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

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 net investment results are the changes in the unit
values of the subaccounts from the previous valuation day to the current day.
The net investment results are equal to the per unit change in the market value
of each fund's assets, reduced by the per unit share of the asset management
charge, 12b-1 fee, any miscellaneous expenses incurred by the fund, and the
mortality and expense risk charge for the period, and increased by the per unit
share of any dividends credited by the fund to the subaccount during the period.

No Lapse Benefit -- The guarantee that the policy will not lapse due to
insufficient net cash surrender value before the no lapse benefit expiration
date shown on the policy schedule. The no lapse benefit period currently expires
on the 10th policy anniversary for issue ages 75 and younger, and on the 1st
policy anniversary for issue ages above age 75.

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.

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 amounts allocated to the Separate Account and to
the General Account at any time, plus any outstanding loan.

Proceeds -- The amount payable 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 General Account to the various
subaccounts.

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.

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 outstanding 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.

                                                                             35
<PAGE>

Unit -- An accounting unit of measure used to calculate the value of an
investment in a specified subaccount.

Unit value -- The dollar value of a unit in a specified subaccount on a
specified valuation date.

36
<PAGE>

This page was intentionally left blank.

                                                                              37
<PAGE>

LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT F

STATEMENT OF NET ASSETS

DECEMBER 31, 1997



<TABLE>
<CAPTION>


                                    Percent                                             Cash
                                    of Net                             Bond             Management
                                    Assets           Combined          Account          Account
- -------------------------------------------------------------------------------
<S>                                     <C>            <C>            <C>      
ASSETS
 Investments in American Variable
 Insurance Series at net asset value:
 . Bond Fund
   14,847 shares at $10.43 per share
   (cost-$152,595)                       0.2%           $   154,859       $ 154,859
- --------------------------------------
 . Cash Management Fund
   314,146 shares at $11.01 per share
   (cost-$3,488,584)                     5.1              3,458,753                           $3,458,753
 --------------------------------------
 . High-Yield Bond Fund
   276,851 shares at $14.66 per share
   (cost-$3,906,531)                     6.0              4,058,643  
 --------------------------------------
 . Growth-Income Fund
   702,472 shares at $36.42 per share
   (cost-$20,306,455)                   37.7             25,584,025
 --------------------------------------
 . Growth Fund
   441,553 shares at $44.98 per share
   (cost-$15,926,222)                   29.2             19,861,070
 --------------------------------------
 . U.S. Government/AAA-Rated Securities
   Fund
   340,282 shares at $11.10 per share
   (cost-$3,752,289)                     5.6              3,777,130
 --------------------------------------
 . International Fund
   478,094 shares at $14.43 per share
   (cost-$6,963,103)                    10.2              6,922,805
 --------------------------------------
 . Asset Allocation Fund
   249,826 shares at $15.32 per share
   (cost-$3,621,505)                     5.6              3,827,339
 --------------------------------------
 . Global Growth Fund
   27,480 shares at $10.78 per share
   (cost-$298,173)                       0.4                296,235
 -------------------------------------- -----           -----------         --------       ----------
TOTAL ASSETS
 (Cost-$58,415,457)                     100.0            67,940,859          154,859       3,458,753
 --------------------------------------
LIABILITY--
Payable to Lincoln National Life
 Insurance Company                        0.0                 2,317                5             118
- ---------------------------------------  -----          -----------         --------      ----------
NET ASSETS                              100.0%          $67,938,542         $154,854      $3,458,635
- ---------------------------------------  =====          ===========         ========      ==========
UNITS OUTSTANDING                                                            132,562       2,300,083
- ---------------------------------------                                     ========      ==========
NET ASSET VALUE PER UNIT                                                      $1.168          $1.504
- ---------------------------------------                                     ========      ==========
</TABLE>

See accompanying notes to financial statements.

38
<PAGE>
<TABLE>
<CAPTION>
                                    U.S.
                                    Government/
High-Yield  Growth-                 AAA-Rated                 Asset      Global
Bond        Income      Growth      Securities  International Allocation Growth
Account     Account     Account     Account     Account       Account    Account
- ---------------------------------------------------------------------------------
<S>         <C>         <C>         <C>         <C>           <C>        <C>
$4,058,643
            $25,584,025
                        $19,861,070
                                    $3,777,130
                                                 $6,922,805
                                                              $3,827,339


<PAGE>



                                                                         $296,235
- ----------  ----------- ----------- ----------   ----------   ---------- --------
 4,058,643   25,584,025  19,861,070  3,777,130    6,922,805    3,827,339  296,235
       139          866         673        129          246          131       10
- ----------  ----------- ----------- ----------   ----------   ---------- --------
$4,058,504  $25,583,159 $19,860,397 $3,777,001   $6,922,559   $3,827,208 $296,225
==========  =========== =========== ==========   ==========   ========== ========
 1,455,005    6,784,360   4,606,675  1,923,768    3,749,845    1,802,720  275,099
==========  =========== =========== ==========   ==========   ========== ========
    $2.789       $3.771      $4.311     $1.963       $1.846       $2.123   $1.077
==========  =========== =========== ==========   ==========   ========== ========
</TABLE>

                                                                              39
<PAGE>

LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT F

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                        Cash
                                                                       Bond             Management
                                                     Combined          Account          Account
- --------------------------------------------------------------------------------------------------
<S>                                                      <C>           <C>              <C>                          
YEAR ENDED DECEMBER 31, 1995
Net investment income:
 .Dividends from investment income                       $ 1,252,832        --          $125,603
 -----------------------------------------
 .Dividends from net realized gain on
  investments                                              1,586,142        --                 0
 -----------------------------------------
 .Mortality and expense risk charge                        (442,101)        --          (27,945)
 -----------------------------------------               -----------   -------          --------
NET INVESTMENT INCOME                                      2,396,873        --            97,658
- ------------------------------------------
Net realized and unrealized gain (loss) on investments:
 .Net realized gain (loss) on investments                    527,229        --             8,545
 -----------------------------------------
 .Net change in unrealized appreciation or
   depreciation on investments                             4,708,861        --          (13,686)
 -----------------------------------------               -----------   -------          --------
NET GAIN (LOSS) ON INVESTMENTS                             5,236,090        --           (5,141)
- ------------------------------------------                 ---------   -------          --------
NET INCREASE IN NET ASSETS RESULTING FROM
 OPERATIONS                                              $ 7,632,963        --          $ 92,517
- ------------------------------------------               ===========   =======          ========
YEAR ENDED DECEMBER 31, 1996 Net investment income:
 .Dividends from investment income                       $ 1,278,281   $ 1,617          $158,350
 -----------------------------------------
 .Dividends from net realized gain on
  investments                                              2,577,711         0                 0
 -----------------------------------------
 .Mortality and expense risk charge                         (540,498)     (257)         (39,817)
 -----------------------------------------                -----------   -------         --------
NET INVESTMENT INCOME                                       3,315,494     1,360         118,533
- ------------------------------------------
Net realized and unrealized gain (loss) on investments:
 .Net realized gain on investments                          1,163,196     1,419          10,778
- -----------------------------------------
 .Net change in unrealized appreciation or
   depreciation on investments                                833,877       (2)         (11,163)
 -----------------------------------------                -----------    -------        --------
NET GAIN (LOSS) ON INVESTMENTS                              1,997,073      1,417           (385)
- ------------------------------------------                -----------    -------        --------
NET INCREASE IN NET ASSETS RESULTING FROM
 OPERATIONS                                               $ 5,312,567    $ 2,777        $118,148
- ------------------------------------------                ===========    =======        ========
YEAR ENDED DECEMBER 31, 1997 Net investment income:
 .Dividends from investment income                        $ 1,550,226    $ 7,378        $210,279
 -----------------------------------------
 .Dividends from net realized gain on
  investments                                               5,730,418      1,765               0
 -----------------------------------------
 .Mortality and expense risk charge                         (739,534)    (1,411)        (51,918)
 -----------------------------------------                -----------    -------        --------
NET INVESTMENT INCOME                                       6,541,110      7,732        158,361
- ------------------------------------------
Net realized and unrealized gain (loss) on investments:
 .Net realized gain (loss) on investments                   1,463,015        222          6,491
 -----------------------------------------
 .Net change in unrealized appreciation or
   depreciation on investments                              2,258,647      2,266         (7,991)
- -----------------------------------------                 -----------    -------        --------
NET GAIN (LOSS) ON INVESTMENTS                              3,721,662      2,488         (1,500)
- ------------------------------------------                -----------    -------        --------
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                                $10,262,772    $10,220        $156,861
- ------------------------------------------                ===========    =======        ========
</TABLE>

See accompanying Notes to financial statements.

40
<PAGE>


<TABLE>
<CAPTION>



       High-Yield           Growth-           Growth              U.S.                              Global           Growth
             Bond            Income          Account          Governme       Internation        Allocation          Account
          Account           Account                            nt/AAA-        al Account           Account
                                                                 Rated
                                                                 Asset
                                                            Securities
                                                               Account
        <S>             <C>              <C>                <C>             <C>                <C>                 <C>     
         $332,900        $  318,849       $   84,892         $ 277,020       $  66,376          $ 47,192                 --
                0           559,151          919,940                 0          59,299            47,752                 --
         (42,751)         (153,973)        (122,795)          (47,668)         (32,274)          (14,695)                --
- ----------------- ----------------- ----------------  ----------------  --------------- -----------------  ----------------
          290,149           724,027          882,037           229,352           93,401            80,249                --
            2,863           148,499          338,085            12,456           14,231             2,550                --
          330,754         2,434,036        1,331,301           255,811          168,842           201,803                --
- ----------------- ----------------- ----------------  ----------------  ---------------- ----------------- ----------------
          333,617         2,582,535        1,669,386           268,267          183,073           204,353                --
- ----------------- ----------------- ----------------  ----------------  ---------------- ----------------- ----------------
         $623,766        $3,306,562       $2,551,423         $ 497,619        $ 276,474          $284,602                --
================= ================= ================  ================  ================ ================= ================
         $305,128        $  344,882       $   75,047         $ 254,325        $  75,494          $ 63,438                --
                0         1,285,259          973,370                 0          192,271           126,811                --
          (42,312)        (194,093)         (152,717)          (42,257)         (48,336)          (20,709)               --
- ----------------- ----------------- ----------------  ----------------  ---------------- ----------------- ----------------
          262,816         1,436,048          895,700           212,068           219,429           169,540               --
           79,255           389,876          586,803             9,685            44,775            40,605               --
           60,180           673,953         (64,090)         (161,672)           320,050            16,621               --
- ----------------- ----------------- ----------------  ----------------  ---------------- ----------------- ----------------
          139,435         1,063,829          522,713         (151,987)           364,825            57,226               --
- ----------------- ----------------- ----------------  ----------------  ---------------- ----------------- ----------------
         $402,251        $2,499,877       $1,418,413         $  60,081         $ 584,254          $226,766               --
================= ================= ================  ================  ================ ================= ================
         $331,279        $  429,919       $   95,703         $ 229,241         $ 135,843          $109,245          $ 1,339
           42,064         2,394,172        2,359,562                 0           727,603           204,654              598
          (47,419)         (270,306)        (205,231)          (41,537)          (83,012)          (37,650)          (1,050)
- ----------------- ----------------- ----------------  ----------------  ---------------- ----------------- ----------------
          325,924         2,553,785        2,250,034           187,704           780,434           276,249              887
           66,410           675,984          389,341            (2,010)          158,689           167,822              266
           (2,082)        1,384,066        1,361,804            47,345          (550,676)           25,853           (1,938)
- ----------------- ----------------- ----------------  ----------------  ---------------- ----------------- ----------------
           64,328         2,060,050        1,751,145            45,335          (391,987)          193,475           (1,672)
- ----------------- ----------------- ----------------  ----------------  ---------------- ----------------- ----------------
         $390,252        $4,613,835       $4,001,179         $ 233,039         $ 388,447          $469,724          $  (785)

</TABLE>

                                                                              41
<PAGE>

LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT F

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>


                                                                  Cash
                                                        Bond      Management
                                            Combined    Account   Account
- -----------------------------------------------------------------------------
<S>                                         <C>         <C>       <C>
NET ASSETS AT JANUARY 1, 1995               $30,719,456       --  $2,604,984
Changes from operations:
 . Net investment income                      2,396,873       --      97,658
 ------------------------------------------
 . Net realized gain on investments             527,229       --       8,545
 ------------------------------------------
 . Net change in unrealized appreciation or
   depreciation on investments                4,708,861       --     (13,686)
- ------------------------------------------- ----------- --------  ----------
NET INCREASE IN NET ASSETS RESULTING FROM
 OPERATIONS                                   7,632,963       --      92,517
- -------------------------------------------
Net increase (decrease) from unit
 transactions                                 1,193,904       --    (199,493)
- ------------------------------------------- ----------- --------  ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS       8,826,867       --    (106,976)
- ------------------------------------------- ----------- --------  ----------
NET ASSETS AT DECEMBER 31, 1995              39,546,323       --   2,498,008
- -------------------------------------------
Changes from operations:
 . Net investment income                      3,315,494 $  1,360     118,533
 ------------------------------------------
 . Net realized gain on investments           1,163,196    1,419      10,778
 ------------------------------------------
 . Net change in unrealized appreciation or
   depreciation on investments                  833,877       (2)    (11,163)
- ------------------------------------------- ----------- --------  ----------
NET INCREASE IN NET ASSETS RESULTING FROM
 OPERATIONS                                   5,312,567    2,777     118,148
- -------------------------------------------
Net increase (decrease) from unit
 transactions                                 4,922,873   55,958   1,448,392
- ------------------------------------------- ----------- --------  ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS      10,235,440   58,735   1,566,540
- ------------------------------------------- ----------- --------  ----------
NET ASSETS AT DECEMBER 31, 1996              49,781,763   58,735   4,064,548
- ------------------------------------------- ----------- --------  ----------
Changes from operations:
 . Net investment income                      6,541,110    7,732     158,361
 ------------------------------------------
 . Net realized gain (loss) on investments    1,463,015      222       6,491
 ------------------------------------------
 . Net change in unrealized appreciation or
   depreciation on investments                2,258,647    2,266      (7,991)
- ------------------------------------------- ----------- --------  ----------
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                   10,262,772   10,220     156,861
- -------------------------------------------
Net increase (decrease) from unit
 transactions                                 7,894,007   85,899    (762,774)
- ------------------------------------------- ----------- --------  ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS      18,156,779   96,119    (605,913)
- ------------------------------------------- ----------- --------  ----------
NET ASSETS AT DECEMBER 31, 1997             $67,938,542 $154,854  $3,458,635
- ------------------------------------------- =========== ========  ==========
</TABLE>


See accompanying notes to financial statements.

42
<PAGE>





<TABLE>
<CAPTION>
                                                     U.S.
                                                     Government/
 High-Yield       Growth-                            AAA-Rated      Asset               Global
 Bond             Income            Growth           Securities        International    Allocation        Growth
 Account          Account           Account          Account           Account          Account           Account
- -------------------------------------------------------------------------------------------
 <S>              <C>               <C>              <C>               <C>              <C>               <C>
 $2,975,271       $10,478,767       $ 7,702,707      $3,658,018        $2,378,109       $  921,600             --
    290,149           724,027           882,037         229,352            93,401           80,249             --
      2,863           148,499           338,085          12,456            14,231            2,550             --
    330,754         2,434,036         1,331,301         255,811           168,842          201,803             --
 ----------       -----------       -----------      ----------        ----------       ----------       --------
    623,766         3,306,562         2,551,423         497,619           276,474          284,602             --
    132,619           320,027           947,072        (392,338)          204,677          181,340             --
 ----------       -----------       -----------      ----------        ----------       ----------       --------
    756,385         3,626,589         3,498,495         105,281            81,151          465,942             --
 ----------       -----------       -----------      ----------        ----------       ----------       --------
  3,731,656        14,105,356        11,201,202       3,763,299         2,859,260        1,387,542             --
    262,816         1,436,048           895,700         212,068           219,429          169,540             --
     79,255           389,876           586,803           9,685            44,775           40,605             --
     60,180           673,953           (64,090)       (161,672)          320,050           16,621             --
 ----------       -----------       -----------      ----------        ----------       ----------       --------
    402,251         2,499,877         1,418,413          60,081           584,254          226,766             --
   (194,412)        1,217,257         1,139,258        (563,544)        1,462,514          357,450             --
 ----------       -----------       -----------      ----------        ----------       ----------       --------
    207,839         3,717,134         2,557,671        (503,463)        2,046,768          584,216             --
 ----------       -----------       -----------      ----------        ----------       ----------       --------
  3,939,495        17,822,490        13,758,873       3,259,836         4,906,028        1,971,758             --
 ----------       -----------       -----------      ----------        ----------       ----------       --------
    325,924         2,553,785         2,250,034         187,704           780,434          276,249       $     887
     66,410           675,984           389,341          (2,010)          158,689          167,622             266
     (2,082)        1,384,066         1,361,804          47,345          (550,676)          25,853          (1,938)
 ----------       -----------       -----------      ----------        ----------       ----------        --------
    390,252         4,613,835         4,001,179         233,039           388,447          469,724            (785)
   (271,243)        3,146,834         2,100,345         284,126         1,628,084        1,385,726         297,010
 ----------       -----------       -----------      ----------        ----------       ----------        --------
    119,009         7,760,669         6,101,524         517,165         2,016,531        1,855,450         296,225
 ----------       -----------       -----------      ----------        ----------       ----------        --------
 $4,058,504       $25,583,159       $19,860,397      $3,777,001        $6,922,559       $3,827,208      $  296,225
 ==========       ===========       ===========      ==========        ==========       ==========      ===========
</TABLE>

                                                                              43
<PAGE>

LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT F

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997

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 Company (Lincoln Life) on May 29, 1987. The Separate
Account was registered on November 20, 1987 under the Investment Company Act 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 nine funds: Bond Fund, Cash
Management Fund, High-Yield Bond Fund, Growth-Income Fund, Growth Fund, U.S.
Government/AAA- Rated Securities Fund, International Fund, Asset Allocation Fund
and Global Growth Fund (Funds). Investments in the Funds are stated at the
closing net asset values per share on December 31, 1997. 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 ten 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 ten
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
1997, 1996 and 1995 amounted to $627,688, $521,383 and $436,723, 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 ten 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.

44
<PAGE>

This page was intentionally left blank.

                                                                              45
<PAGE>

LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT F

NOTES TO FINANCIAL STATEMENTS CONTINUED

3. NET ASSETS
Net Assets at December 31, 1997 consisted of the following:

<TABLE>
<CAPTION>
                                                  Cash             High-Yield       Growth-
                                         Bond     Management       Bond             Income
                           Combined    Account    Account          Account          Account
- -----------------------------------------------------------------------------------------------
<S>                       <C>         <C>         <C>              <C>               <C>
Unit transactions         $36,535,200 $141,857   $2,666,444        $1,644,117        $12,288,995
- ------------------------
Accumulated net
 investment income         17,211,335    9,092      772,162         1,967,125          6,415,587
- ------------------------
Accumulated net realized
 gain on investments        4,666,605    1,641       49,860           295,150          1,601,007
- ------------------------
Net unrealized
 appreciation
 (depreciation) on
 investments                9,525,402    2,264      (29,831)           52,112          5,277,570
- ------------------------  ----------- --------    ----------       ----------         -----------
                          $67,938,542 $154,854   $3,458,635        $4,058,504         $25,583,159
                          =========== ========    ==========       ==========         ===========
</TABLE>
<TABLE>
<CAPTION>
             U.S.
             Government/
             AAA-Rated                 Asset      Global
Growth       Securities  International Allocation Growth
Account      Account     Account       Account    Account
- -----------------------------------------------------------
<S>          <C>         <C>           <C>        <C>
$ 9,169,754  $2,032,982   $5,495,220   $2,798,821 $297,010
  4,617,013   1,616,415    1,208,411      604,643      887
  2,138,782     102,763      259,226      217,910      266
  3,934,848      24,841      (40,298)     205,834   (1,938)
- -----------  ----------   ----------   ---------- --------
$19,860,397  $3,777,001   $6,922,559   $3,827,208 $296,225
===========  ==========   ==========   ========== ========
</TABLE>
4. SUMMARY OF CHANGES FROM UNIT TRANSACTIONS

<TABLE>
<CAPTION>
                                                Year Ended                        Year Ended                                    
                                                December 31, 1997                 December 31, 1996                  
                                                Units            Amount           Units           Amount                      
                                               ------------    ------------       ------------    ------------            
<S>                                            <C>              <C>               <C>            <C>                 
Bond Account:
Purchases                                            90,000    $     99,436           201,450    $    208,586             
- ---------------------------------------------
Redemptions                                         (12,123)        (13,537)         (146,765)       (152,628)      
- ---------------------------------------------   ------------    ------------      ------------    ------------         
                                                      77,877          85,899            54,685          55,958              
Cash Management Account:
Purchases                                         14,280,121      21,069,330        10,549,495      15,041,172               
- ---------------------------------------------
Redemptions                                      (14,787,164)    (21,832,104)       (9,532,862)    (13,592,780)               
- ---------------------------------------------   ------------    ------------       ------------    ------------      
                                                    (507,043)       (762,774)        1,016,633        1,448,392          
High-Yield Bond Account:
Purchases                                            434,944       1,153,178           718,336        1,716,073          
- ---------------------------------------------
Redemptions                                         (547,819)     (1,424,421)         (811,050)      (1,910,485)          
- ---------------------------------------------   ------------    ------------       ------------    ------------ 
                                                    (112,875)       (271,243)          (92,714)        (194,412)                  
Growth-Income Account:
Purchases                                          1,780,296       6,127,582         1,044,112        2,936,929               
- ---------------------------------------------
Redemptions                                         (869,750)     (2,980,748)         (621,723)      (1,719,672)                  
- ---------------------------------------------   ------------    ------------       ------------     ------------
                                                     910,546       3,146,834           422,389        1,217,257
Growth Account:
Purchases                                          1,087,136       4,236,409         1,276,020        3,987,975              
- ---------------------------------------------
Redemptions                                         (581,119)     (2,136,064)         (913,240)     (2,848,717)        
- ---------------------------------------------   ------------    ------------       ------------    ------------  
                                                     506,017       2,100,345           362,780       1,139,258    
U.S. Government/AAA-Rated
 Securities Account:
Purchases                                            618,910       1,169,963           256,101         450,344    
- ---------------------------------------------
Redemptions                                         (473,455)       (885,837)         (568,288)     (1,013,888)    
- ---------------------------------------------    ------------    ------------      ------------    ------------ 
                                                     145,455         284,126          (312,187)       (563,544)  
International Account:
Purchases                                          1,718,428       3,191,689         1,277,676       2,014,548   
- ---------------------------------------------
Redemptions                                         (830,858)     (1,563,605)         (351,916)       (552,034) 
- ---------------------------------------------    ------------    ------------      ------------    ------------
                                                     887,570       1,628,084           925,760       1,462,514     
Asset Allocation Account:
Purchases                                          1,366,832       2,757,294           387,503         647,701     
- ---------------------------------------------
Redemptions                                         (669,283)     (1,371,568)         (171,729)       (290,251)    
- ---------------------------------------------    ------------    ------------      ------------    ------------
                                                      697,549       1,385,726           215,774         357,450     
Global Growth Account:
Purchases                                             301,971         326,275                --              --           
- ---------------------------------------------
Redemptions                                           (26,872)        (29,265)               --              --         
- ---------------------------------------------    -------------    ------------     ------------    ------------
                                                      275,099         297,010                0               0             
                                                                  ------------                     ------------             
NET INCREASE FROM UNIT
 TRANSACTIONS                                                     $  7,894,007                     $  4,922,873        
                                                                  ============                     ============                   
</TABLE>

46


<TABLE>
<CAPTION>
Year Ended
December 31, 1995
Units        Amount
- ------------------------
<S>          <C>
         --          --
         --          --
- -----------  ----------
          0           0
  3,219,898  $4,417,577
 (3,375,836) (4,617,070)
- -----------  ----------
   (155,938)   (199,493)
    194,024     397,517
   (125,874)   (264,898)
- -----------  ----------
     68,150     132,619
    523,394   1,210,343
   (392,334)   (890,316)
- -----------  ----------
    131,060     320,027
    839,058   2,292,591
   (485,162  (1,345,519)
- -----------  ----------
     353,896    947,072
     183,394    306,584
    (408,679)  (698,922)
- -----------  ----------
   (225,285)   (392,338)
    413,293     577,192
   (269,256)   (372,515)
- -----------  ----------
    144,037     204,677
    151,510     206,365
    (18,134)    (25,025)
- -----------  ----------
    133,376     181,340
         --          --
         --          --
- -----------  ----------
          0           0
             ---------
             $1,193,904
             ==========
</TABLE>

                                                                              47
<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 1997.

<TABLE>
<CAPTION>
                                                              Aggregate         Aggregate
                                                              Cost of           Proceeds
                                                              Purchases         from Sales
- ---------------------------------------------------------------------
<S>                                                           <C>               <C>
Bond Account                                                  $   104,812       $      11,238
- -----------------------------------------------------------
Cash Management Account                                        11,738,185          12,346,768
- -----------------------------------------------------------
High-Yield Bond Account                                         1,430,027           1,379,300
- -----------------------------------------------------------
Growth-Income Account                                           8,124,651           2,442,070
- -----------------------------------------------------------
Growth Account                                                  6,036,769           1,700,562
- -----------------------------------------------------------
U.S. Government/AAA-Rated Securities Account                    1,357,554                           889,062
- -----------------------------------------------------------
International Account                                           3,808,704           1,404,944
- -----------------------------------------------------------
Asset Allocation Account                                        3,006,711           1,346,680
- -----------------------------------------------------------
Global Growth Account                                              319,015             21,108
                                                              -----------       -------------
                                                               $35,926,428      $  21,541,732
                                                              ===========         ===========
</TABLE>

6. NEW INVESTMENT FUNDS
Effective January 1, 1996, the AVIS Bond Fund became available as an investment
option for Separate Account contract owners. Effective April 25, 1997, the AVIS
Global Growth Fund became available as an investment option for Separate Account
contract owners.

48
<PAGE>

REPORT OF ERNST & YOUNG LLP,INDEPENDENT AUDITORS

     Board  of  Directors  of  Lincoln  National  Life  Insurance   Company  and
Policyowners of Lincoln  National  Flexible  Premium  Variable Life Account F We
have  audited  the  accompanying  statement  of net assets of  Lincoln  National
Flexible Premium  Variable Life Account F (Separate  Account) as of December 31,
1997,  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, 1997, by correspondence with
the custodian.  An audit also includes assessing the accounting  principles used
and significant estimates made by management,  as well as evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable  basis for our opinion.  In our  opinion,  the  financial  statements
referred to above  present  fairly,  in all  material  respects,  the  financial
position  of  Lincoln  National  Flexible  Premium  Variable  Life  Account F at
December 31, 1997,  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.  

                                        LOGO 
Fort Wayne,  Indiana 
March 20, 1998 

49
    
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
BALANCE SHEETS -- STATUTORY BASIS
 
<TABLE>
<CAPTION>
                                                                                      DECEMBER 31
                                                                                      1997       1996
                                                                                      ---------  ---------
                                                                                      (IN MILLIONS)
                                                                                      --------------------
<S>                                                                                   <C>        <C>
ADMITTED ASSETS
CASH AND INVESTMENTS:
Bonds                                                                                 $18,560.7  $19,389.6
- ------------------------------------------------------------------------------------
Preferred stocks                                                                          257.3      239.7
- ------------------------------------------------------------------------------------
Unaffiliated common stocks                                                                436.0      358.3
- ------------------------------------------------------------------------------------
Affiliated common stocks                                                                  412.1      241.5
- ------------------------------------------------------------------------------------
Mortgage loans on real estate                                                           3,012.7    2,976.7
- ------------------------------------------------------------------------------------
Real estate                                                                               584.4      621.3
- ------------------------------------------------------------------------------------
Policy loans                                                                              660.5      626.5
- ------------------------------------------------------------------------------------
Other investments                                                                         335.5      282.7
- ------------------------------------------------------------------------------------
Cash and short-term investments                                                         2,133.0      759.2
- ------------------------------------------------------------------------------------  ---------  ---------
Total cash and investments                                                             26,392.2   25,495.5
- ------------------------------------------------------------------------------------
 
Premiums and fees in course of collection                                                  42.4       60.9
- ------------------------------------------------------------------------------------
Accrued investment income                                                                 343.5      343.6
- ------------------------------------------------------------------------------------
Funds withheld by ceding companies                                                         44.1       25.8
- ------------------------------------------------------------------------------------
Other admitted assets                                                                     216.0      355.7
- ------------------------------------------------------------------------------------
Separate account assets                                                                31,330.9   23,735.1
- ------------------------------------------------------------------------------------  ---------  ---------
Total admitted assets                                                                 $58,369.1  $50,016.6
- ------------------------------------------------------------------------------------  ---------  ---------
                                                                                      ---------  ---------
 
LIABILITIES AND CAPITAL AND SURPLUS
LIABILITIES:
Future policy benefits and claims                                                     $ 5,872.9  $ 5,954.0
- ------------------------------------------------------------------------------------
Other policyholder funds                                                               16,360.1   17,262.4
- ------------------------------------------------------------------------------------
Amounts withheld or retained by Company as agent or trustee                               878.2      250.2
- ------------------------------------------------------------------------------------
Funds held under reinsurance treaties                                                     720.4      564.6
- ------------------------------------------------------------------------------------
Asset valuation reserve                                                                   450.0      375.5
- ------------------------------------------------------------------------------------
Interest maintenance reserve                                                              135.4       76.7
- ------------------------------------------------------------------------------------
Other liabilities                                                                         413.9      490.9
- ------------------------------------------------------------------------------------
Federal income taxes                                                                        0.8        4.3
- ------------------------------------------------------------------------------------
Net transfers due from separate accounts                                                 (761.9)    (659.7)
- ------------------------------------------------------------------------------------
Separate account liabilities                                                           31,330.9   23,735.1
- ------------------------------------------------------------------------------------  ---------  ---------
Total liabilities                                                                      55,400.7   48,054.0
- ------------------------------------------------------------------------------------
 
CAPITAL AND SURPLUS:
Common stock, $2.50 par value:
  Authorized, issued and outstanding shares -- 10 million (owned by Lincoln National
  Corporation)                                                                             25.0       25.0
- ------------------------------------------------------------------------------------
Paid-in surplus                                                                         1,821.8      883.4
- ------------------------------------------------------------------------------------
Unassigned surplus                                                                      1,121.6    1,054.2
- ------------------------------------------------------------------------------------  ---------  ---------
Total capital and surplus                                                               2,968.4    1,962.6
- ------------------------------------------------------------------------------------  ---------  ---------
Total liabilities and capital and surplus                                             $58,369.1  $50,016.6
- ------------------------------------------------------------------------------------  ---------  ---------
                                                                                      ---------  ---------
</TABLE>
 
See accompanying notes.                                                      S-1
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
STATEMENTS OF INCOME -- STATUTORY BASIS
 
<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31
                                                                               1997       1996       1995
                                                                               ---------  ---------  ---------
                                                                               (IN MILLIONS)
                                                                               -------------------------------
<S>                                                                            <C>        <C>        <C>
PREMIUMS AND OTHER REVENUES:
Premiums and deposits                                                          $ 5,589.0  $ 7,268.5  $ 4,899.1
- -----------------------------------------------------------------------------
Net investment income                                                            1,847.1    1,756.3    1,772.2
- -----------------------------------------------------------------------------
Amortization of interest maintenance reserve                                        41.5       27.2       34.0
- -----------------------------------------------------------------------------
Commissions and expense allowances on reinsurance ceded                             99.7       90.9       98.3
- -----------------------------------------------------------------------------
Expense charges on deposit funds                                                   119.3      100.7       83.2
- -----------------------------------------------------------------------------
Other income                                                                        21.3       16.8       14.5
- -----------------------------------------------------------------------------  ---------  ---------  ---------
Total revenues                                                                   7,717.9    9,260.4    6,901.3
- -----------------------------------------------------------------------------
 
BENEFITS AND EXPENSES:
Benefits and settlement expenses                                                 4,522.1    5,989.9    4,184.0
- -----------------------------------------------------------------------------
Underwriting, acquisition, insurance and other expenses                          2,728.4    2,878.5    2,345.7
- -----------------------------------------------------------------------------  ---------  ---------  ---------
Total benefits and expenses                                                      7,250.5    8,868.4    6,529.7
- -----------------------------------------------------------------------------  ---------  ---------  ---------
Gain from operations before dividends to policyholders, income taxes and net
realized gain on investments                                                       467.4      392.0      371.6
- -----------------------------------------------------------------------------
Dividends to policyholders                                                          27.5       27.3       27.3
- -----------------------------------------------------------------------------  ---------  ---------  ---------
Gain from operations before federal income taxes and net realized gain on
investments                                                                        439.9      364.7      344.3
- -----------------------------------------------------------------------------
Federal income taxes                                                                78.3       83.6      103.7
- -----------------------------------------------------------------------------  ---------  ---------  ---------
Gain from operations before net realized gain on investments                       361.6      281.1      240.6
- -----------------------------------------------------------------------------
Net realized gain on investments, net of income tax expense and excluding net
transfers to the interest maintenance reserve                                       31.3       53.3       43.9
- -----------------------------------------------------------------------------  ---------  ---------  ---------
Net income                                                                     $   392.9  $   334.4  $   284.5
- -----------------------------------------------------------------------------  ---------  ---------  ---------
                                                                               ---------  ---------  ---------
</TABLE>
 
See accompanying notes.
 
S-2
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS -- STATUTORY BASIS
 
<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31
                                                                               1997       1996       1995
                                                                               ---------  ---------  ---------
                                                                               (IN MILLIONS)
                                                                               -------------------------------
<S>                                                                            <C>        <C>        <C>
Capital and surplus at beginning of year                                       $ 1,962.6  $ 1,732.9  $ 1,679.6
- -----------------------------------------------------------------------------
Correction of prior years' asset valuation reserve (Note 15)                       (37.6)        --         --
- -----------------------------------------------------------------------------
Correction of prior year's admitted assets (Note 15)                               (57.0)        --         --
- -----------------------------------------------------------------------------  ---------  ---------  ---------
                                                                                 1,868.0    1,732.9    1,679.6
CAPITAL AND SURPLUS INCREASE (DECREASE):
Net income                                                                         392.9      334.4      284.5
- -----------------------------------------------------------------------------
Difference in cost and admitted investment amounts                                 (36.2)      38.6      143.2
- -----------------------------------------------------------------------------
Nonadmitted assets                                                                  (0.4)      (3.0)       2.9
- -----------------------------------------------------------------------------
Regulatory liability for reinsurance                                                (3.9)       0.6       (2.0)
- -----------------------------------------------------------------------------
Life policy reserve valuation basis                                                 (0.9)      (0.4)       2.9
- -----------------------------------------------------------------------------
Asset valuation reserve                                                            (36.9)    (105.5)    (112.5)
- -----------------------------------------------------------------------------
Mortgage loan, real estate and other investment reserves                              --         --        2.2
- -----------------------------------------------------------------------------
Paid-in surplus, including contribution of common stock of affiliated
company in 1997                                                                    938.4      100.0       15.1
- -----------------------------------------------------------------------------
Separate account receivable due to change in valuation                              (2.6)        --       27.0
- -----------------------------------------------------------------------------
Dividends to shareholder                                                          (150.0)    (135.0)    (310.0)
- -----------------------------------------------------------------------------  ---------  ---------  ---------
Capital and surplus at end of year                                             $ 2,968.4  $ 1,962.6  $ 1,732.9
- -----------------------------------------------------------------------------  ---------  ---------  ---------
                                                                               ---------  ---------  ---------
</TABLE>
 
See accompanying notes.                                                      S-3
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
STATEMENTS OF CASH FLOWS -- STATUTORY BASIS
 
<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31
                                                                         1997        1996        1995
                                                                         ----------  ----------  ----------
                                                                         (IN MILLIONS)
                                                                         ----------------------------------
<S>                                                                      <C>         <C>         <C>
OPERATING ACTIVITIES
Premiums, policy proceeds and other considerations received              $  6,364.3  $  8,059.4  $  5,430.9
- -----------------------------------------------------------------------
Allowances and reserve adjustments paid on reinsurance ceded                 (649.2)     (767.5)     (383.6)
- -----------------------------------------------------------------------
Investment income received                                                  1,798.8     1,700.6     1,713.2
- -----------------------------------------------------------------------
Benefits paid                                                              (5,345.2)   (4,050.4)   (3,239.6)
- -----------------------------------------------------------------------
Insurance expenses paid                                                    (2,867.5)   (2,972.2)   (2,513.5)
- -----------------------------------------------------------------------
Federal income taxes recovered (paid)                                         (87.0)      (72.3)       38.4
- -----------------------------------------------------------------------
Dividends to policyholders                                                    (28.4)      (27.7)      (16.5)
- -----------------------------------------------------------------------
Other income received and expenses paid, net                                  (42.7)        6.3        14.4
- -----------------------------------------------------------------------  ----------  ----------  ----------
Net cash provided by (used in) operating activities                          (856.9)    1,876.2     1,043.7
- -----------------------------------------------------------------------
 
INVESTING ACTIVITIES
Sale, maturity or repayment of investments                                 12,142.6    12,542.0    13,183.9
- -----------------------------------------------------------------------
Purchase of investments                                                   (10,345.0)  (14,175.4)  (14,049.6)
- -----------------------------------------------------------------------
Other sources (uses)                                                          563.1      (266.5)      (64.0)
- -----------------------------------------------------------------------  ----------  ----------  ----------
Net cash provided by (used in) investing activities                         2,360.7    (1,899.9)     (929.7)
- -----------------------------------------------------------------------
 
FINANCING ACTIVITIES
Surplus paid-in                                                                  --       100.0        15.1
- -----------------------------------------------------------------------
Proceeds from borrowings from shareholder                                     120.0       100.0        63.0
- -----------------------------------------------------------------------
Repayment of borrowings from shareholder                                     (100.0)      (63.0)      (63.0)
- -----------------------------------------------------------------------
Dividends paid to shareholder                                                (150.0)     (135.0)     (310.0)
- -----------------------------------------------------------------------  ----------  ----------  ----------
Net cash provided by (used in) financing activities                          (130.0)        2.0      (294.9)
- -----------------------------------------------------------------------  ----------  ----------  ----------
Net increase (decrease) in cash and short-term investments                  1,373.8       (21.7)     (180.9)
- -----------------------------------------------------------------------
Cash and short-term investments at beginning of year                          759.2       780.9       961.8
- -----------------------------------------------------------------------  ----------  ----------  ----------
Cash and short-term investments at end of year                           $  2,133.0  $    759.2  $    780.9
- -----------------------------------------------------------------------  ----------  ----------  ----------
                                                                         ----------  ----------  ----------
</TABLE>
 
See accompanying notes.
 
S-4
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES
 
    ORGANIZATION AND OPERATIONS
    The Lincoln National Life Insurance Company ("Company") is a wholly owned
    subsidiary of Lincoln National Corporation ("LNC") and is domiciled in
    Indiana. As of December 31, 1997, the Company owns 100% of the outstanding
    common stock of four insurance company subsidiaries: First Penn-Pacific Life
    Insurance Company ("First Penn"), Lincoln National Health & Casualty
    Insurance Company ("LNH&C"), Lincoln National Reassurance Company ("LNRAC")
    and Lincoln Life & Annuity Company of New York ("LLANY").
 
    The Company's principal businesses consist of underwriting annuities,
    deposit-type contracts and life and health insurance through multiple
    distribution channels and the reinsurance of individual and group life and
    health business. The Company is licensed and sells its products in 49
    states, Canada and several U.S. territories.
 
    USE OF ESTIMATES
    The nature of the insurance and investment management businesses requires
    management to make estimates and assumptions that affect the amounts
    reported in the statutory-basis financial statements and accompanying notes.
    Actual results could differ from those estimates.
 
    BASIS OF PRESENTATION
    The accompanying financial statements have been prepared in conformity with
    accounting practices prescribed or permitted by the Indiana Department of
    Insurance ("Department"), which practices differ from generally accepted
    accounting principles ("GAAP"). The more significant variances from GAAP are
    as follows:
 
    INVESTMENTS
    Bonds are reported at cost or amortized cost or fair value based on their
    National Association of Insurance Commissioners ("NAIC") rating. For GAAP,
    the Company's bonds are classified as available-for-sale and, accordingly,
    are reported at fair value with changes in the fair values reported directly
    in shareholder's equity after adjustments for related amortization of
    deferred acquisition costs, additional policyholder commitments and deferred
    income taxes.
 
    Investments in real estate are reported net of related obligations rather
    than on a gross basis.
 
    Changes between cost and admitted asset investment amounts are credited or
    charged directly to unassigned surplus rather than to a separate surplus
    account.
 
    Under a formula prescribed by the NAIC, the Company defers the portion of
    realized capital gains and losses on sales of fixed income investments,
    principally bonds and mortgage loans, attributable to changes in the general
    level of interest rates and amortizes those deferrals over the remaining
    period to maturity of the individual security sold. The net deferral is
    reported as the Interest Maintenance Reserve ("IMR") in the accompanying
    balance sheets. Realized capital gains and losses are reported in income net
    of federal income tax and transfers to the IMR. The asset valuation reserve
    ("AVR") is determined by an NAIC prescribed formula and is reported as a
    liability rather than unassigned surplus. Under GAAP, realized capital gains
    and losses are reported in the income statement on a pre-tax basis in the
    period that the asset giving rise to the gain or loss is sold and valuation
    allowances are provided when there has been a decline in value deemed other
    than temporary, in which case, the provision for such declines are charged
    to income.
 
    SUBSIDIARIES
    The accounts and operations of the Company's subsidiaries are not
    consolidated with the accounts and operations of the Company as would be
    required by GAAP. Under statutory accounting principles, the Company's
    subsidiaries are carried at their statutory basis net equity and presented
    in the balance sheet as affiliated common stocks.
 
    POLICY ACQUISITION COSTS
    The costs of acquiring and renewing business are expensed when incurred.
    Under GAAP, acquisition costs related to traditional life insurance, to the
    extent recoverable from future policy revenues, are deferred and amortized
    over the premium-paying period of the related policies using assumptions
    consistent with those used in computing policy benefit reserves. For
    universal life insurance, annuity and other investment-type products,
    deferred
 
                                                                             S-5
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES (CONTINUED)
    policy acquisition costs, to the extent recoverable from future gross
    profits, are amortized generally in proportion to the present value of
    expected gross profits from surrender charges and investment, mortality and
    expense margins.
 
    NONADMITTED ASSETS
    Certain assets designated as "nonadmitted," principally furniture and
    equipment and certain receivables, are excluded from the accompanying
    balance sheets and are charged directly to unassigned surplus.
 
    PREMIUMS
    Premiums and deposits with respect to universal life policies and annuity
    and other investment-type contracts are reported as premium revenues;
    whereas, under GAAP, such premiums and deposits are treated as liabilities
    and policy charges represent revenues.
 
    BENEFIT RESERVES
    Certain policy reserves are calculated based on statutorily required
    interest and mortality assumptions rather than on estimated expected
    experience or actual account balances as would be required under GAAP.
 
    Death benefits paid, policy and contract withdrawals, and the change in
    policy reserves on universal life policies, annuity and other
    investment-type contracts are reported as benefits and settlement expenses
    in the accompanying statements of income; whereas, under GAAP, withdrawals
    are treated as a reduction of the policy or contract liabilities and
    benefits would represent the excess of benefits paid over the policy account
    value and interest credited to the account values.
 
    REINSURANCE
    Premiums, claims and policy benefits and contract liabilities are reported
    in the accompanying financial statements net of reinsurance amounts. For
    GAAP, all assets and liabilities related to reinsurance ceded contracts are
    reported on a gross basis.
 
    A liability for reinsurance balances has been provided for unsecured policy
    and contract liabilities and unearned premiums ceded to reinsurers not
    authorized by the Department to assume such business. Changes to those
    amounts are credited or charged directly to unassigned surplus. Under GAAP,
    an allowance for amounts deemed uncollectible is established through a
    charge to income.
 
    Commissions on business ceded are reported as income when received rather
    than deferred and amortized with deferred policy acquisition costs.
 
    Certain reinsurance contracts meeting risk transfer requirements under
    statutory-basis accounting practices have been accounted for using
    traditional reinsurance accounting whereas such contracts would be accounted
    for using deposit accounting under GAAP.
 
    INCOME TAXES
    Deferred income taxes are not provided for differences between financial
    statement amounts and tax bases of assets and liabilities.
 
    POLICYHOLDER DIVIDENDS
    Policyholder dividends are recognized when declared rather than over the
    term of the related policies.
 
    STATEMENTS OF CASH FLOWS
    Cash and short-term investments in the statements of cash flows represent
    cash balances and investments with initial maturities of one year or less.
    Under GAAP, the corresponding captions of cash and cash equivalents include
    cash balances and investments with initial maturities of three months or
    less.
 
S-6
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES (CONTINUED)
    A reconciliation of the Company's net income and capital and surplus
    determined on a statutory accounting basis with amounts determined in
    accordance with GAAP is as follows:
 
<TABLE>
<CAPTION>
                                               CAPITAL AND SURPLUS   NET INCOME
                                               -----------------------------------------------------
 
                                               DECEMBER 31           YEAR ENDED DECEMBER 31
                                               1997       1996       1997       1996       1995
                                               -----------------------------------------------------
                                               (IN MILLIONS)
                                               -----------------------------------------------------
<S>                                            <C>        <C>        <C>        <C>        <C>
Amounts reported on a statutory basis          $ 2,968.4  $ 1,962.6  $   392.9  $   334.4  $   284.5
- ---------------------------------------------
GAAP adjustments:
  Deferred policy acquisition costs and
    present value of future profits                958.3    1,119.1      (98.9)      66.7      (63.0)
   ------------------------------------------
  Policy and contract reserves                  (1,672.9)  (1,405.3)     (48.6)     (57.1)     (55.3)
   ------------------------------------------
  Interest maintenance reserve                     135.4       76.7       58.7      (39.7)      60.9
   ------------------------------------------
  Deferred income taxes                            (13.0)     (27.4)      70.3        1.8       38.3
   ------------------------------------------
  Policyholders' share of earnings and
    surplus on participating business              (79.8)     (81.9)       5.3        (.3)        .2
   ------------------------------------------
  Asset valuation reserve                          450.0      375.5         --         --         --
   ------------------------------------------
  Net realized gain (loss) on investments          (91.5)     (72.0)     (20.4)      78.7       30.0
   ------------------------------------------
  Unrealized gain on investments                 1,245.5      825.2         --         --         --
   ------------------------------------------
  Nonadmitted assets, including nonadmitted
    investments                                     61.0       (7.1)        --         --         --
   ------------------------------------------
  Investments in subsidiary companies              188.8      156.6      (80.5)      29.9       34.3
   ------------------------------------------
  Other, net                                      (162.5)     (99.0)     (35.0)     (82.6)      (7.3)
   ------------------------------------------  ---------  ---------  ---------  ---------  ---------
Net increase (decrease)                          1,019.3      860.4     (149.1)      (2.6)      38.1
- ---------------------------------------------  ---------  ---------  ---------  ---------  ---------
Amounts on a GAAP basis                        $ 3,987.7  $ 2,823.0  $   243.8  $   331.8  $   322.6
- ---------------------------------------------  ---------  ---------  ---------  ---------  ---------
                                               ---------  ---------  ---------  ---------  ---------
</TABLE>
 
                                                                             S-7
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES (CONTINUED)
    Other significant accounting practices are as follows:
 
    INVESTMENTS
    The discount or premium on bonds is amortized using the interest method. For
    mortgage-backed bonds, the Company recognizes income using a constant
    effective yield based on anticipated prepayments and the estimated economic
    life of the securities. When actual prepayments differ significantly from
    anticipated prepayments, the effective yield is recalculated to reflect
    actual payments to date and anticipated future payments. The net investment
    in the securities is adjusted to the amount that would have existed had the
    new effective yield been applied since the acquisition of the securities.
 
    Short-term investments include investments with maturities of less than one
    year at the date of acquisition. The carrying amounts for these investments
    approximate their fair values.
 
    Preferred stocks are reported at cost or amortized cost.
 
    Unaffiliated common stocks are reported at fair value as determined by the
    Securities Valuation Office of the NAIC and the related unrealized gains
    (losses) are reported in unassigned surplus without adjustment for federal
    income taxes.
 
    Policy loans are reported at unpaid balances.
 
    The Company uses various derivative instruments as part of its overall
    liability-asset management program for certain investments and life
    insurance and annuity products. The Company values all derivative
    instruments on a basis consistent with that of the hedged item. Upon
    termination, gains and losses on those instruments are included in the
    carrying values of the underlying hedged items and are amortized over the
    remaining lives of the hedged items as adjustments to investment income or
    benefits from the hedged items through the IMR. Any unamortized gains or
    losses are recognized when the underlying hedged items are sold. The
    premiums paid for interest rate caps and swaptions are deferred and
    amoritized to net investment income on a straight-line basis over the term
    of the respective derivative.
 
    Hedge accounting is applied as indicated above after the Company determines
    that the items to be hedged expose the Company to interest rate
    fluctuations, the widening of bond yield spreads over comparable maturity
    U.S. Government obligations, increased liabilities associated with certain
    reinsurance agreements and foreign exchange risk. Moreover, the derivatives
    used are designated as a hedge and reduce the indicated risk by having a
    high correlation between changes in the value of the derivatives and the
    items being hedged at both the inception of the hedge and throughout the
    hedge period. Should such criteria not be met or if the hedged items have
    been sold, terminated or matured, the change in value of the derivatives is
    included in net income.
 
    Mortgage loans on real estate are reported at unpaid balances, less
    allowances for impairments. Real estate is reported at depreciated cost.
 
    Realized investment gains and losses on investments sold are determined
    using the specific identification method. Changes in admitted asset carrying
    amounts of bonds, mortgage loans and common and preferred stocks are
    credited or charged directly in unassigned surplus.
 
    LOANED SECURITIES
    Securities loaned are treated as collateralized financing transactions and a
    liability is recorded equal to the amount to be paid to reacquire the
    security. It is the Company's policy to take possession of securities with a
    market value at least equal to the value of the securities loaned.
    Securities loaned are recorded at amortized cost as long as the value of the
    related collateral is sufficient. The Company's agreements with third
    parties generally contain contractual provisions to allow for additional
    collateral to be obtained when necessary. The Company values collateral
    daily and obtains additional collateral when deemed appropriate.
 
    GOODWILL
    Goodwill, which represents the excess of the ceding commission over
    statutory-basis net assets of business purchased under an assumption
    reinsurance agreement, is amortized on a straight-line basis over ten years.
 
S-8
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES (CONTINUED)
    PREMIUMS
    Life insurance and annuity premiums are recognized as revenue when due.
    Accident and health premiums are earned pro rata over the contract term of
    the policies.
 
    BENEFITS
    Life, annuity and accident and health benefit reserves are developed by
    actuarial methods and are determined based on published tables using
    statutorily specified interest rates and valuation methods that will
    provide, in the aggregate, reserves that are greater than or equal to the
    minimum or guaranteed policy cash values or the amounts required by the
    Department. The Company waives deduction of deferred fractional premiums on
    the death of life and annuity policy insureds and returns any premium beyond
    the date of death, except for policies issued prior to March 1977. Surrender
    values on policies do not exceed the corresponding benefit reserves.
    Additional reserves are established when the results of cash flow testing
    under various interest rate scenerios indicate the need for such reserves.
    If net premiums exceed the gross premiums on any insurance in-force,
    additional reserves are established. Benefit reserves for policies
    underwritten on a substandard basis are determined using the multiple table
    reserve method.
 
    The tabular interest, tabular less actual reserve released and the tabular
    cost have been determined by formula or from the basic data for such items.
    Tabular interest funds not involving life contingencies were determined
    using the actual interest credited to the funds plus the change in accrued
    interest.
 
    Liabilities related to guaranteed investment contracts and policyholder
    funds left on deposit with the Company generally are equal to fund balances
    less applicable surrender charges.
 
    CLAIMS AND CLAIM ADJUSTMENT EXPENSES
    Unpaid claims and claim adjustment expenses on accident and health policies
    represent the estimated ultimate net cost of all reported and unreported
    claims incurred during the year. The Company does not discount claims and
    claim adjustment expense reserves. The reserves for unpaid claims and claim
    adjustment expenses are estimated using individual case-basis valuations and
    statistical analyses. Those estimates are subject to the effects of trends
    in claim severity and frequency. Although considerable variability is
    inherent in such estimates, management believes that the reserves for claims
    and claim adjustment expenses are adequate. The estimates are continually
    reviewed and adjusted as necessary as experience develops or new information
    becomes known; such adjustments are included in current operations.
 
    REINSURANCE CEDED AND ASSUMED
    Reinsurance premiums and claims and claim adjustment expenses are accounted
    for on bases consistent with those used in accounting for the original
    policies issued and the terms of the reinsurance contracts. Certain business
    is transacted on a funds withheld basis and investment income on funds
    withheld are reported in net investment income.
 
    PENSION BENEFITS
    Costs associated with the Company's defined benefit pension plans is
    systematically accrued during the expected period of active service of the
    covered employees.
 
    INCOME TAXES
    The Company and eligible subsidiaries have elected to file consolidated
    federal and state income tax returns with LNC. Pursuant to an intercompany
    tax sharing agreement with LNC, the Company provides for income taxes on a
    separate return filing basis. The tax sharing agreement also provides that
    the Company will receive benefit for net operating losses, capital losses
    and tax credits which are not usable on a separate return basis to the
    extent such items may be utilized in the consolidated income tax returns of
    LNC.
 
    STOCK OPTIONS
    The Company recognizes compensation expense for its stock option incentive
    plans using the intrinsic value method of accounting. Under the terms of the
    intrinsic value method, compensation cost is the excess, if any, of the
    quoted market price of LNC's common stock at the grant date, or other
 
                                                                             S-9
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES (CONTINUED)
    measurement date, over the amount an employee must pay to acquire the stock.
 
    ASSETS HELD IN SEPARATE ACCOUNTS AND 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 statements of income.
 
2.  PERMITTED STATUTORY ACCOUNTING PRACTICES
    The Company's statutory-basis financial statements are prepared in
    accordance with accounting practices prescribed or permitted by the
    Department. "Prescribed" statutory accounting practices include state laws,
    regulations and general administrative rules, as well as a variety of
    publications of the NAIC. "Permitted" statutory accounting practices
    encompass all accounting practices that are not prescribed; such practices
    may differ from state to state, may differ from company to company within a
    state and may change in the future. The NAIC currently is in the process of
    recodifying statutory accounting practices ("Codification"). Codification
    will likely change, to some extent, prescribed statutory accounting
    practices and may result in changes to the accounting practices that the
    Company uses to prepare its statutory-basis financial statements.
    Codification, which is expected to be approved by the NAIC in 1998, will
    require adoption by the various states before it becomes the prescribed
    statutory-basis of accounting for insurance companies domesticated within
    those states. Accordingly, before Codification becomes effective for the
    Company, the state of Indiana must adopt Codification as the prescribed
    basis of accounting on which domestic insurers must report their
    statutory-basis results to the Department. At this time, it is unclear
    whether Indiana will adopt Codification. However, based on the current draft
    guidance, management believes that the impact of Codification will not be
    material to the Company's statutory-basis financial statements.
 
    The Company has received written approval from the Department to record
    surrender charges applicable to separate account liabilities for variable
    life and annuity products as a liability in the separate account financial
    statements payable to the Company's general account. In the accompanying
    financial statements, a corresponding receivable is recorded with the
    related income impact recorded in the accompanying statement of operations
    as a change in reserves or change in premium and other deposit funds.
 
S-10
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
3.  INVESTMENTS
    The major categories of net investment income are as
    follows:
 
<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31
                                                                     1997       1996       1995
                                                                     -------------------------------
                                                                     (IN MILLIONS)
                                                                     -------------------------------
<S>                                                                  <C>        <C>        <C>
Income:
  Bonds                                                              $ 1,524.4  $ 1,442.2  $ 1,457.4
   ----------------------------------------------------------------
  Preferred stocks                                                        23.5        9.6        6.4
   ----------------------------------------------------------------
  Unaffiliated common stocks                                               8.3        6.5        5.2
   ----------------------------------------------------------------
  Affiliated common stocks                                                15.0        9.5       12.6
   ----------------------------------------------------------------
  Mortgage loans on real estate                                          257.2      269.3      252.0
   ----------------------------------------------------------------
  Real estate                                                             92.2      114.4      110.0
   ----------------------------------------------------------------
  Policy loans                                                            37.5       35.0       32.1
   ----------------------------------------------------------------
  Other investments                                                       28.2       22.4       62.6
   ----------------------------------------------------------------
  Cash and short-term investments                                         70.3       48.9       53.2
   ----------------------------------------------------------------  ---------  ---------  ---------
Total investment income                                                2,056.6    1,957.8    1,991.5
- -------------------------------------------------------------------
Expenses:
  Depreciation                                                            21.0       25.0       25.9
   ----------------------------------------------------------------
  Other                                                                  188.5      176.5      193.4
   ----------------------------------------------------------------  ---------  ---------  ---------
Total investment expenses                                                209.5      201.5      219.3
- -------------------------------------------------------------------  ---------  ---------  ---------
Net investment income                                                $ 1,847.1  $ 1,756.3  $ 1,772.2
- -------------------------------------------------------------------  ---------  ---------  ---------
                                                                     ---------  ---------  ---------
</TABLE>
 
    Nonadmitted accrued investment income at December 31, 1997
    and 1996 amounted to $2,600,000 and $2,500,000,
    respectively, consisting principally of interest on bonds in
    default and mortgage loans.
 
                                                                            S-11
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
3.  INVESTMENTS (CONTINUED)
    The cost or amortized cost, gross unrealized gains and
    losses and the fair value of investments in bonds are
    summarized as follows:
 
<TABLE>
<CAPTION>
                                                     COST OR    GROSS        GROSS
                                                     AMORTIZED  UNREALIZED   UNREALIZED   FAIR
                                                     COST       GAINS        LOSSES       VALUE
                                                     ----------------------------------------------
                                                     (IN MILLIONS)
                                                     ----------------------------------------------
<S>                                                  <C>        <C>          <C>          <C>
At December 31, 1997:
  Corporate                                          $13,003.8   $   942.2    $    60.1   $13,885.9
   ------------------------------------------------
  U.S. government                                        436.3        67.9           --       504.2
   ------------------------------------------------
  Foreign government                                   1,202.1       104.9          5.4     1,301.6
   ------------------------------------------------
  Mortgage-backed                                      3,874.3       215.2         27.1     4,062.4
   ------------------------------------------------
  State and municipal                                     44.2          .3           --        44.5
   ------------------------------------------------  ---------  -----------  -----------  ---------
                                                     $18,560.7   $ 1,330.5    $    92.6   $19,798.6
                                                     ---------  -----------  -----------  ---------
                                                     ---------  -----------  -----------  ---------
 
At December 31, 1996:
  Corporate                                          $12,548.1   $   586.5    $    66.6   $13,068.0
   ------------------------------------------------
  U.S. government                                      1,088.7        43.2         18.0     1,113.9
   ------------------------------------------------
  Foreign government                                   1,234.0       105.1          1.4     1,337.7
   ------------------------------------------------
  Mortgage-backed                                      4,478.4       183.3         27.4     4,634.3
   ------------------------------------------------
  State and municipal                                     40.4          .1           --        40.5
   ------------------------------------------------  ---------  -----------  -----------  ---------
                                                     $19,389.6   $   918.2    $   113.4   $20,194.4
                                                     ---------  -----------  -----------  ---------
                                                     ---------  -----------  -----------  ---------
</TABLE>
 
    The carrying amount of bonds in the balance sheets at
    December 31, 1997 and 1996 reflects NAIC adjustments of
    $5,500,000 and $2,700,000, respectively, to decrease
    amortized cost.
 
    Fair values for bonds are based on quoted market prices,
    where available. For bonds not actively traded, fair values
    are estimated using values obtained from independent pricing
    services 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.
 
S-12
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
3.  INVESTMENTS (CONTINUED)
    A summary of the cost or amortized cost and fair value of
    investments in bonds at December 31, 1997, by contractual
    maturity, is as follows:
 
<TABLE>
<CAPTION>
                                                                               COST OR
                                                                               AMORTIZED  FAIR
                                                                               COST       VALUE
                                                                               --------------------
                                                                               (IN MILLIONS)
                                                                               --------------------
<S>                                                                            <C>        <C>
Maturity:
  In 1998                                                                      $   490.1  $   494.9
   --------------------------------------------------------------------------
  In 1999-2002                                                                   3,088.7    3,185.4
   --------------------------------------------------------------------------
  In 2003-2007                                                                   4,762.7    4,971.0
   --------------------------------------------------------------------------
  After 2007                                                                     6,344.9    7,084.9
   --------------------------------------------------------------------------
  Mortgage-backed securities                                                     3,874.3    4,062.4
   --------------------------------------------------------------------------  ---------  ---------
Total                                                                          $18,560.7  $19,798.6
- -----------------------------------------------------------------------------  ---------  ---------
                                                                               ---------  ---------
</TABLE>
 
    The expected maturities may differ from the contractual
    maturities in the foregoing table because certain borrowers
    may have the right to call or prepay obligations with or
    without call or prepayment penalties.
 
    At December 31, 1997, the Company did not have a material
    concentration of financial instruments in a single investee,
    industry or geographic location.
 
    Proceeds from sales of investments in bonds during 1997,
    1996 and 1995 were $9,715,000,000, $10,996,900,000 and
    $12,234,100,000, respectively. Gross gains during 1997, 1996
    and 1995 of $218,100,000, $169,700,000 and $225,600,000,
    respectively, and gross losses of $78,000,000, $177,000,000
    and $83,100,000, respectively, were realized on those sales.
 
    At December 31, 1997 and 1996, investments in bonds, with an
    admitted asset value of $76,200,000 and $70,700,000,
    respectively, were on deposit with state insurance
    departments to satisfy regulatory requirements.
 
    The cost or amortized cost, gross unrealized gains and
    losses and the fair value of investments in unaffiliated
    common stocks and preferred stocks are as follows:
 
<TABLE>
<CAPTION>
                                          COST OR     GROSS        GROSS
                                          AMORTIZED   UNREALIZED   UNREALIZED   FAIR
                                          COST        GAINS        LOSSES       VALUE
                                          --------------------------------------------
                                          (IN MILLIONS)
                                          --------------------------------------------
<S>                                       <C>         <C>          <C>          <C>
At December 31, 1997:
  Preferred stocks                         $257.3       $12.1        $  .7      $268.7
- ----------------------------------------
  Unaffiliated common stocks                357.0        98.5         19.5       436.0
- ----------------------------------------
At December 31, 1996:
  Preferred stocks                         $239.7       $10.5        $ 1.7      $248.5
- ----------------------------------------
  Unaffiliated common stocks                289.9        84.6         16.2       358.3
- ----------------------------------------
</TABLE>
 
    The carrying amount of preferred stocks in the balance
    sheets at December 31, 1997 and 1996 reflects NAIC
    adjustments of $4,000,000 and $700,000, respectively, to
    decrease amortized cost.
 
                                                                            S-13
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
3.  INVESTMENTS (CONTINUED)
    During 1997, the minimum and maximum lending rates for
    mortgage loans were 7.09% and 9.25%, respectively. At the
    issuance of a loan, the percentage of loan to value on any
    one loan does not exceed 75%. At December 31, 1997, the
    Company did not hold any mortgages with interest overdue
    beyond one year. All properties covered by mortgage loans
    have fire insurance at least equal to the excess of the loan
    over the maximum loan that would be allowed on the land
    without the building.
 
    Realized capital gains are reported net of federal income
    taxes and amounts transferred to the IMR as follows:
 
<TABLE>
<CAPTION>
                                                                          1997       1996       1995
                                                                          -------------------------------
                                                                          (IN MILLIONS)
                                                                          -------------------------------
<S>                                                                       <C>        <C>        <C>
Realized capital gains                                                    $   209.3  $    69.3  $   186.8
- ------------------------------------------------------------------------
Less amount transferred to IMR (net of related taxes (credit) of $54.0,
$(6.7) and $51.1 in 1997, 1996 and 1995, respectively)                        100.2      (12.4)      94.8
- ------------------------------------------------------------------------  ---------  ---------  ---------
                                                                              109.1       81.7       92.0
Less federal income taxes on realized gains                                    77.8       28.4       48.1
- ------------------------------------------------------------------------  ---------  ---------  ---------
Net realized capital gains                                                $    31.3  $    53.3  $    43.9
- ------------------------------------------------------------------------  ---------  ---------  ---------
                                                                          ---------  ---------  ---------
</TABLE>
 
4.  SUBSIDIARIES
    Statutory-basis financial information related to the
    Company's four wholly-owned subsidiaries is summarized as
    follows (in millions):
 
<TABLE>
<CAPTION>
                                                             DECEMBER 31, 1997
                                                             --------------------------------------------
                                                             FIRST
                                                             PENN       LNH&C        LNRAC      LLANY
                                                             --------------------------------------------
<S>                                                          <C>        <C>          <C>        <C>
Cash and invested assets                                     $ 1,154.4   $   284.8   $   399.0  $   796.3
- -----------------------------------------------------------
Other assets                                                      36.9        77.3       481.6      130.8
- -----------------------------------------------------------  ---------  -----------  ---------  ---------
Total admitted assets                                        $ 1,191.3   $   362.1   $   880.6  $   972.1
- -----------------------------------------------------------  ---------  -----------  ---------  ---------
                                                             ---------  -----------  ---------  ---------
 
Insurance reserves                                           $ 1,072.2   $   266.7   $   279.3  $   588.7
- -----------------------------------------------------------
Other liabilities                                                 48.4        21.7       546.4        5.8
- -----------------------------------------------------------
Liabilities related to separate accounts                            --          --          --      164.7
- -----------------------------------------------------------
Capital and surplus                                               70.7        73.7        54.9      212.9
- -----------------------------------------------------------  ---------  -----------  ---------  ---------
Total liabilities and capital and surplus                    $ 1,191.3   $   362.1   $   880.6  $   972.1
- -----------------------------------------------------------  ---------  -----------  ---------  ---------
                                                             ---------  -----------  ---------  ---------
</TABLE>
 
<TABLE>
<CAPTION>
                                                              DECEMBER 31, 1997
                                                              ------------------------------------------
                                                              FIRST
                                                              PENN       LNH&C      LNRAC      LLANY
                                                              ------------------------------------------
<S>                                                           <C>        <C>        <C>        <C>
Revenues                                                      $   267.6  $   135.4  $   125.3  $   230.0
- ------------------------------------------------------------
Expenses                                                          262.6      244.2      114.6      224.4
- ------------------------------------------------------------
Net realized gains (losses)                                          .1         .6        (.1)       (.1)
- ------------------------------------------------------------  ---------  ---------  ---------  ---------
Net income                                                    $     5.1  $  (108.2) $    10.6  $     5.5
- ------------------------------------------------------------  ---------  ---------  ---------  ---------
                                                              ---------  ---------  ---------  ---------
</TABLE>
 
S-14
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
4.  SUBSIDIARIES (CONTINUED)
 
<TABLE>
<CAPTION>
                                                             DECEMBER 31, 1996
                                                             ------------------------------------------------
                                                             FIRST
                                                             PENN       LNH&C        LNRAC        LLANY
                                                             ------------------------------------------------
<S>                                                          <C>        <C>          <C>          <C>
Cash and invested assets                                     $ 1,090.7   $   146.4    $   406.7    $   664.3
- -----------------------------------------------------------
Other assets                                                      31.8        17.7        503.1          9.1
- -----------------------------------------------------------  ---------  -----------  -----------  -----------
Total admitted assets                                        $ 1,122.5   $   164.1    $   909.8    $   673.4
- -----------------------------------------------------------  ---------  -----------  -----------  -----------
                                                             ---------  -----------  -----------  -----------
 
Insurance reserves                                           $ 1,013.5   $    72.7    $   261.8    $   601.1
- -----------------------------------------------------------
Other liabilities                                                 41.3        18.7        597.2         22.1
- -----------------------------------------------------------
Capital and surplus                                               67.7        72.7         50.8         50.2
- -----------------------------------------------------------  ---------  -----------  -----------  -----------
Total liabilities and capital and surplus                    $ 1,122.5   $   164.1    $   909.8    $   673.4
- -----------------------------------------------------------  ---------  -----------  -----------  -----------
                                                             ---------  -----------  -----------  -----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                               DECEMBER 31, 1996
                                                               ------------------------------------------------
                                                               FIRST
                                                               PENN       LNH&C        LNRAC        LLANY
                                                               ------------------------------------------------
<S>                                                            <C>        <C>          <C>          <C>
Revenues                                                       $   246.5   $   104.9    $   120.8    $   642.7
- -------------------------------------------------------------
Expenses                                                           247.1        97.1        114.1        661.3
- -------------------------------------------------------------
Net realized gains (losses)                                          (.6)         --           --           --
- -------------------------------------------------------------  ---------  -----------  -----------  -----------
Net income (loss)                                              $    (1.2)  $     7.8    $     6.7    $   (18.6)
- -------------------------------------------------------------  ---------  -----------  -----------  -----------
                                                               ---------  -----------  -----------  -----------
</TABLE>
 
    The carrying value of affiliated common stocks, representing
    their statutory-basis net equity, was $412,100,000 and
    $241,500,000 at December 31, 1997 and 1996, respectively.
    The cost basis of investments in subsidiaries as of December
    31, 1997 and 1996 was $466,200,000 and $194,000,000,
    respectively.
 
    During 1997 and 1996, the Company's insurance subsidiaries
    paid dividends of $15,000,000 and $10,500,000, respectively.
 
5.  FEDERAL INCOME TAXES
    The effective federal income tax rate for financial
    reporting purposes differs from the prevailing statutory tax
    rate principally due to tax-exempt investment income,
    dividends-received tax deductions, differences in policy
    acquisition costs and policy and contract liabilities for
    tax return and financial statement purposes.
 
    Federal income taxes incurred of $78,300,000, $83,600,000
    and $103,700,000 in 1997, 1996 and 1995, respectively, would
    be subject to recovery in the event that the Company incurs
    net operating losses within three years of the years for
    which such taxes were paid.
 
    Prior to 1984, a portion of the Company's 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 Company's balance in the
    "policyholders' surplus" account at December 31, 1983 of
    $187,000,000 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's
    surplus," and is available for dividends to the shareholder
    without additional payment of tax by the Company. The
    December 31, 1997 memorandum account balance for
    "shareholder's surplus"
 
                                                                            S-15
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
5.  FEDERAL INCOME TAXES (CONTINUED)
    was $1,905,000,000. Should dividends to the shareholder
    exceed its respective "shareholder's surplus," amounts would
    need to be transferred from the "policyholders' surplus" and
    would be subject to federal income tax at that time. Under
    existing or foreseeable circumstances, the Company neither
    expects nor intends that distributions will be made that
    will result in any such tax.
 
6.  SUPPLEMENTAL FINANCIAL DATA
    The balance sheet caption, "Other Admitted Assets", includes
    amounts recoverable from other insurers for claims paid by
    the Company, and the balance sheet caption, "Future Policy
    Benefits and Claims," has been reduced for insurance ceded
    as follows:
 
<TABLE>
<CAPTION>
                                                                                 DECEMBER 31
                                                                                 1997       1996
                                                                                 --------------------
                                                                                 (IN MILLIONS)
                                                                                 --------------------
<S>                                                                              <C>        <C>
Insurance ceded                                                                  $ 1,431.0  $ 1,154.5
- -------------------------------------------------------------------------------
Amounts recoverable from other insurers                                               35.9       16.0
- -------------------------------------------------------------------------------
</TABLE>
 
    Reinsurance transactions included in the income statement
    caption, "Premiums and Deposits," are as follows:
 
<TABLE>
<CAPTION>
                                                                          YEAR ENDED DECEMBER 31
                                                                          1997       1996       1995
                                                                          -------------------------------
                                                                          (IN MILLIONS)
                                                                          -------------------------------
<S>                                                                       <C>        <C>        <C>
Insurance assumed                                                         $   727.2  $   241.3  $   667.7
- ------------------------------------------------------------------------
Insurance ceded                                                               302.9      193.3      453.1
- ------------------------------------------------------------------------  ---------  ---------  ---------
Net amount included in premiums                                           $   424.3  $    48.0  $   214.6
- ------------------------------------------------------------------------  ---------  ---------  ---------
                                                                          ---------  ---------  ---------
</TABLE>
 
    The income statement caption, "Benefits and Settlement
    Expenses," is net of reinsurance recoveries of
    $1,240,500,000, $787,900,000 and $1,407,000,000 for 1997,
    1996 and 1995, respectively.
 
S-16
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
6.  SUPPLEMENTAL FINANCIAL DATA (CONTINUED)
    Deferred and uncollected life insurance premiums and annuity
    considerations included in the balance sheet caption,
    "Premiums and Fees in Course of Collection," are as follows:
 
<TABLE>
<CAPTION>
                                                                          DECEMBER 31, 1997
                                                                          -----------------------------------
                                                                                                  NET OF
                                                                          GROSS      LOADING      LOADING
                                                                          -----------------------------------
                                                                          (IN MILLIONS)
                                                                          -----------------------------------
<S>                                                                       <C>        <C>          <C>
Ordinary new business                                                     $     3.2   $     2.4    $      .8
- ------------------------------------------------------------------------
Ordinary renewal                                                               17.8         3.2         14.6
- ------------------------------------------------------------------------
Group life                                                                     10.6          .2         10.4
- ------------------------------------------------------------------------  ---------         ---        -----
                                                                          $    31.6   $     5.8    $    25.8
                                                                          ---------         ---        -----
                                                                          ---------         ---        -----
</TABLE>
 
<TABLE>
<CAPTION>
                                                                          DECEMBER 31, 1996
                                                                          -----------------------------------
                                                                                                  NET OF
                                                                          GROSS      LOADING      LOADING
                                                                          -----------------------------------
                                                                          (IN MILLIONS)
                                                                          -----------------------------------
<S>                                                                       <C>        <C>          <C>
Ordinary new business                                                     $     3.9   $     1.9    $     2.0
- ------------------------------------------------------------------------
Ordinary renewal                                                               35.1         3.0         32.1
- ------------------------------------------------------------------------
Group life                                                                      9.4         (.1)         9.5
- ------------------------------------------------------------------------  ---------         ---        -----
                                                                          $    48.4   $     4.8    $    43.6
                                                                          ---------         ---        -----
                                                                          ---------         ---        -----
</TABLE>
 
    The Company has entered into non-exclusive managing general
    agent agreements with International Benefit Services Corp.,
    HRM Claim Management, Inc. and Pediatrics Insurance
    Consultants, Inc. to write group life and health business.
    Direct premiums written related to the agreements amounted
    to $2,000,000, $2,600,000 and $8,800,000 in 1997 and
    $26,200,000, $3,800,000 and $8,600,000 in 1996,
    respectively. During 1996, LNC Administrative Services
    Corporation entered into a similar agreement with the
    Company with direct premiums written amounting to $7,200,000
    and 6,200,000 in 1997 and 1996, respectively. Authority
    granted by the managing general agents agreements include
    underwriting, claims adjustment and claims payment services.
 
7.  ANNUITY RESERVES
    At December 31, 1997, the Company's annuity reserves and
    deposit fund liabilities, including separate accounts, that
    are subject to discretionary withdrawal with adjustment,
 
                                                                            S-17
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
7.  ANNUITY RESERVES (CONTINUED)
    subject to discretionary withdrawal without adjustment and
    not subject to discretionary withdrawal provisions are
    summarized as follows:
 
<TABLE>
<CAPTION>
                                                                                  AMOUNT     PERCENT
                                                                                  ----------------------
                                                                                  (IN MILLIONS)
                                                                                  ----------------------
<S>                                                                               <C>        <C>
Subject to discretionary withdrawal with adjustment:
  With market value adjustment                                                    $ 2,426.3           5%
   -----------------------------------------------------------------------------
  At book value, less surrender charge                                              4,225.8           8
   -----------------------------------------------------------------------------
  At market value                                                                  30,064.7          59
   -----------------------------------------------------------------------------  ---------         ---
                                                                                   36,716.8          72
Subject to discretionary withdrawal without adjustment at book value with
minimal or no charge or adjustment                                                 11,657.7          23
- --------------------------------------------------------------------------------
Not subject to discretionary withdrawal                                             2,531.1           5
- --------------------------------------------------------------------------------  ---------         ---
Total annuity reserves and deposit fund liabilities -- before reinsurance          50,905.6         100%
- --------------------------------------------------------------------------------                    ---
                                                                                                    ---
Less reinsurance                                                                    1,797.5
- --------------------------------------------------------------------------------  ---------
Net annuity reserves and deposit fund liabilities, including separate accounts    $49,108.1
- --------------------------------------------------------------------------------  ---------
                                                                                  ---------
</TABLE>
 
8.  CAPITAL AND SURPLUS
    Life insurance companies are subject to certain Risk-Based Capital ("RBC")
    requirements as specified by the NAIC. Under those requirements, the amount
    of capital and surplus maintained by a life insurance company is to be
    determined based on the various risk factors related to it. At December 31,
    1997, the Company exceeds the RBC requirements.
 
    The payment of dividends by the Company is limited and cannot be made except
    from earned profits. The maximum amount of dividends that may be paid by
    life insurance companies without prior approval of the Indiana Insurance
    Commissioner is subject to restrictions relating to statutory surplus and
    net gain from operations. In 1998, the Company can pay dividends of
    $361,600,000 without prior approval of the Indiana Insurance Commissioner.
 
9.  EMPLOYEE BENEFIT PLANS
    LNC maintains defined benefit pension plans for its employees (including
    Company employees) and a defined contribution plan for the Company's agents.
    LNC also maintains 401(k) plans, deferred compensation plans and
    postretirement medical and life insurance plans for its employees and agents
    (including the Company's employees and agents). The aggregate expenses and
    accumulated obligations for the Company's portion of these plans are not
    material to the Company's statutory-basis financial statements of income or
    financial position for any of the periods shown.
 
    LNC has various incentive plans for key employees, agents and directors of
    LNC and its subsidiaries that provide for the issuance of stock options,
    stock appreciation rights, restricted stock awards and stock incentive
    awards. These plans are comprised primarily of stock option incentive plans.
    Stock options granted under the stock option incentive plans are at the
    market value at the date of grants and, subject to termination of
    employment, expire ten years from the date of grant. Such options are
    transferable only upon death and are exercisable one year from the date of
    grant for options issued prior to 1992. Option issued subsequent to 1991 are
    exercisable in 25% increments on the option issuance anniversary in the four
    years following issuance.
 
    As of December 31, 1997, 716,211 shares of LNC common stock were subject to
    options granted to Company employees and agents under the stock option
    incentive plans of which 370,239 were exercisable on that date. The exercise
    prices of the outstanding options range from $23.50 to $75.66. During 1997,
    1996 and 1995, 170,789, 72,405 and
 
S-18
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
9.  EMPLOYEE BENEFIT PLANS (CONTINUED)
    117,806 options were exercised, respectively, and 1,846, 10,950 and 11,473
    options were forfeited, respectively.
 
10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES
    DISABILITY INCOME CLAIMS
    The liability for disability income claims net of the related asset for
    amounts recoverable from reinsurers at December 31, 1997 and 1996 is a net
    liability of $516,900,000 and $572,000,000, respectively. This liability is
    based on the assumption that the recent experience will continue in the
    future. If incidence levels or claim termination rates fluctuate
    significantly from the assumptions underlying reserves, adjustments to
    reserves may be required in the future. Accordingly, this liability may
    prove to be deficient or excessive. However, it is management's opinion that
    such future development will not materially affect the financial position of
    the Company. The Company reviews reserve levels on an ongoing basis.
 
    During 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, net income
    decreased by $15,200,000 as a result of strengthening the disability income
    reserve.
 
    Because of continuing adverse experience and worsening projections of future
    experience, the Company conducted an additional in-depth review of loss
    experience on its disability income business during 1997. As a result of
    this study, the reserve level was deemed to be inadequate to meet future
    obligations if current incident levels were to continue in the future. In
    order to address this situation, the Company strengthened its disability
    income reserve by $80,000,000 (pre-tax).
 
    MARKETING AND COMPLIANCE ISSUES
    Regulators continue to focus on market conduct and compliance issues. Under
    certain circumstances companies operating in the insurance and financial
    services markets have been held responsible for providing incomplete or
    misleading sales materials and for replacing existing policies with policies
    that were less advantageous to the policyholder. The Company's management
    continues to monitor the Company's sales materials and compliance procedures
    and is making an extensive effort to minimize any potential liability. Due
    to the uncertainty surrounding such matters, it is not possible to provide a
    meaningful estimate of the range of potential outcomes at this time;
    however, it is management's opinion that such future development will not
    materially affect the financial position of the Company.
 
    GROUP PENSION ANNUITIES
    The liabilities for guaranteed interest and group pension annuity contracts,
    which are no longer being sold by the Company, are supported by a single
    portfolio of assets that attempts to match the duration of these
    liabilities. Due to the long-term nature of group pension annuities and the
    resulting inability to exactly match cash flows, a risk exists that future
    cash flows from investments will not be reinvested at rates as high as
    currently earned by the portfolio.
 
    Accordingly, these liabilities may prove to be deficient or excessive.
    However, it is management's opinion that such future development will not
    materially affect the financial position of the Company.
 
    LEASES
    The Company leases its home office properties through sale-leaseback
    agreements. The agreements provide for a 25 year lease period with options
    to renew for six additional terms of five years each. The agreements also
    provide the Company with the right of first refusal to purchase the
    properties during the term of the lease, including renewal periods, at a
    price as defined in the agreements. The Company also has the option to
    purchase the leased properties at fair market value as defined in the
    agreements on the last day of the initial 25-year lease ending in 2009 or on
    the last day of any of the renewal periods.
 
    Total rental expense on operating leases in 1997, 1996 and 1995 was
    $29,300,000, $26,400,000 and
 
                                                                            S-19
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
    $22,500,000, respectively. Future minimum rental commitments are as follows
    (in millions):
 
<TABLE>
<S>                                     <C>
1998                                    $    18.5
- --------------------------------------
1999                                         18.9
- --------------------------------------
2000                                         20.1
- --------------------------------------
2001                                         20.4
- --------------------------------------
2002                                         20.7
- --------------------------------------
Thereafter                                  152.2
- --------------------------------------  ---------
                                        $   250.8
                                        ---------
                                        ---------
</TABLE>
 
    The future commitments include amounts for space and equipment to be used by
    the personnel that were added on January 2, 1998 as a result of the purchase
    of a block of individual life and annuity business (see NOTE 12).
 
    INFORMATION TECHNOLOGY COMMITMENT
    In February 1998, the Company signed a seven-year contract with IBM Global
    Services for providing information technology services for the Fort Wayne
    operations. Annual costs are estimated to range from $33,600,000 to
    $56,800,000.
 
    INSURANCE CEDED AND ASSUMED
    The Company cedes insurance to other companies, including certain
    affiliates. The portion of risks exceeding the Company's retention limit is
    reinsured with other insurers. Industry regulations prescribe the maximum
    coverage that the Company can retain on an individual insured. Prior to
    December 31, 1997, the Company limited its maximum coverage that it retained
    on an individual to $3,000,000. Based on a review of the capital and
    business in-force (including the addition of the block of business described
    in NOTE 12), effective in January 1998, the Company changed the amount it
    will retain on an individual to $10,000,000. Portions of the Company's
    deferred annuity business have also been reinsured with other companies to
    limit its exposure to interest rate risks. At December 31, 1997, the
    reserves associated with these reinsurance arrangements totaled
    $1,760,000,000. To cover products other than life insurance, the Company
    acquires other insurance coverages with retentions and limits that
    management believes are appropriate for the circumstances. The Company
    remains liable if its 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, 1997, the Company has provided $12,400,000 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.
 
    The regulatory required liability for unsecured reserves ceded to
    unauthorized reinsurers was $8,200,000 and $4,300,000 at December 31, 1997
    and 1996, respectively.
 
    VULNERABILITY FROM CONCENTRATIONS
    At December 31, 1997, the Company did not have a concentration of: 1)
    business transactions with a particular customer, lender or distributor; 2)
    revenues from a particular product or service; 3) sources of supply of labor
    or services used in the business; or 4) a market or geographic area in which
    business is conducted that makes it vulnerable to an event that is at least
    reasonably possible to occur in the near term and which could cause a severe
    impact to the Company's financial condition.
 
    OTHER CONTINGENCY MATTERS
    The Company is involved in various pending or threatened legal proceedings
    arising from the conduct of business. Most of these proceedings are routine
    in the ordinary course of business. The Company maintains professional
    liability insurance coverage for claims in excess of $5,000,000. The degree
    of applicability of this coverage depends on the specific facts of each
    proceeding. In some instances, these proceedings include claims for
    compensatory and punitive damages and similar types of relief in addition to
    amounts for alleged contractual liability or requests for equitable relief.
    After consultation with legal counsel and a review of available facts, it is
    management's opinion that the ultimate liability, if any, under these suits
    will
 
S-20
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
    not have a material adverse affect on the financial position or results of
    operations of the Company.
 
    Two lawsuits involve alleged fraud in the sale of interest sensitive
    universal life and whole life insurance policies. These two suits have been
    filed as class actions against the Company, although the court has not
    certified a class in either case. Plaintiffs seek unspecified damages and
    penalties for themselves and on behalf of the putative class while the
    relief sought in these cases in substantial, the cases are in the early
    stages of litigation, and it is premature to make assessments about
    potential loss, if any. Management intends to defend these suits vigorously.
    The amount of liability, if any, which may arise as a result of these suits
    cannot be reasonably estimated at this time.
 
    The number of insurance companies that are under regulatory supervision has
    resulted, and is expected to continue to result, in assessments by state
    guaranty funds to cover losses to policyholders of insolvent or
    rehabilitated companies. Mandatory assessments may be partially recovered
    through a reduction in future premium taxes in some states. The Company has
    accrued for expected assessments net of estimated future premium tax
    deductions.
 
    GUARANTEES
    The Company has guarantees with off-balance-sheet risks whose contractual
    amounts represent credit exposure. Outstanding guarantees with off-
    balance-sheet risks, shown in notional or contract amounts, are as follows:
 
<TABLE>
<CAPTION>
                                NOTIONAL OR
                                CONTRACT AMOUNTS
                                --------------------
 
                                DECEMBER 31
                                --------------------
                                1997       1996
                                --------------------
                                (IN MILLIONS)
                                --------------------
<S>                             <C>        <C>
Mortgage loan pass-through
certificates                    $    41.6  $    50.3
- ------------------------------
Real estate partnerships               --         .5
- ------------------------------  ---------  ---------
                                $    41.6  $    50.8
                                ---------  ---------
                                ---------  ---------
</TABLE>
 
    The Company has invested in real estate partnerships that use conventional
    mortgage loans to finance their projects. 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, 1997 and 1996.
 
    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, increased liabilities associated with reinsurance
    agreements and foreign exchange risks. In addition, the Company is subject
    to the risks associated with changes in the value of its derivatives;
    however, such changes in value generally are offset by changes in the value
    of the items 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:
 
                                                                            S-21
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
 
<TABLE>
<CAPTION>
                                          NOTIONAL OR         ASSETS (LIABILITIES)
                                          CONTRACT AMOUNTS    -----------------------------------
                                                              CARRYING   FAIR   CARRYING   FAIR
                                                              VALUE      VALUE  VALUE      VALUE
                                          -------------------------------------------------------
 
                                          DECEMBER 31         DECEMBER 31       DECEMBER 31
                                          1997      1996      1997       1997   1996       1996
                                          -------------------------------------------------------
                                          (IN MILLIONS)
                                          -------------------------------------------------------
<S>                                       <C>       <C>       <C>        <C>    <C>        <C>
Interest rate derivatives:
  Interest rate cap agreements            $4,900.0  $5,500.0   $13.9     $  .9   $20.8     $  8.2
       ---------------------------------
  Swaptions                                1,752.0     672.0     6.9       6.9    11.0       10.6
       ---------------------------------
  Financial futures contracts                   --     147.7      --        --    (2.4)      (2.4)
       ---------------------------------
  Interest rate swaps                         10.0        --      --      (1.8)     --         --
       ---------------------------------  --------  --------  --------   -----  --------   ------
                                           6,662.0   6,319.7    20.8       6.0    29.4       16.4
Foreign currency derivatives:
  Forward contracts                          163.1     251.5     5.4       5.4      .2        (.2)
       ---------------------------------
  Foreign currency options                      --      43.9      --        --      .6         .4
       ---------------------------------
  Foreign currency swaps                      15.0      15.0      --      (2.1)     --       (2.1)
       ---------------------------------  --------  --------  --------   -----  --------   ------
                                             178.1     310.4     5.4       3.3      .8       (1.9)
                                          --------  --------  --------   -----  --------   ------
                                          $6,840.1  $6,630.1   $26.2     $ 9.3   $30.2     $ 14.5
                                          --------  --------  --------   -----  --------   ------
                                          --------  --------  --------   -----  --------   ------
</TABLE>
 
    A reconciliation and discussion of the notional or contract amounts for the
    significant programs using derivative agreements and contracts at December
    31 is a follows:
 
<TABLE>
<CAPTION>
                                     ----------------------------------------------------------------
                                     INTEREST RATE CAPS    SPREAD LOCKS          SWAPTIONS
                                     1997       1996       1997       1996       1997       1996
                                     ----------------------------------------------------------------
                                     (IN MILLIONS)
                                     ----------------------------------------------------------------
<S>                                  <C>        <C>        <C>        <C>        <C>        <C>
Balance at beginning of year         $ 5,500.0  $ 5,110.0  $      --  $   600.0  $   672.0  $      --
- -----------------------------------
New contracts                               --      390.0       50.0       15.0    1,080.0      672.0
- -----------------------------------
Terminations and maturities             (600.0)        --      (50.0)    (615.0)        --         --
- -----------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
Balance at end of year               $ 4,900.0  $ 5,500.0  $      --  $      --  $ 1,752.0  $   672.0
- -----------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
                                     ---------  ---------  ---------  ---------  ---------  ---------
</TABLE>
 
<TABLE>
<CAPTION>
                                                              FINANCIAL FUTURES     INTEREST RATE SWAPS
                                                              CONTRACTS
                                                              ------------------------------------------
                                                              1997       1996       1997       1996
                                                              ------------------------------------------
<S>                                                           <C>        <C>        <C>        <C>
Balance at beginning of year                                  $   147.7  $      --  $      --  $     5.0
- ------------------------------------------------------------
New contracts                                                      88.3    7,918.8       10.0         --
- ------------------------------------------------------------
Terminations and maturities                                      (236.0)  (7,771.1)        --       (5.0)
- ------------------------------------------------------------  ---------  ---------  ---------  ---------
Balance at end of year                                        $      --  $   147.7  $    10.0  $      --
- ------------------------------------------------------------  ---------  ---------  ---------  ---------
                                                              ---------  ---------  ---------  ---------
</TABLE>
 
S-22
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
 
<TABLE>
<CAPTION>
 
                                        FOREIGN CURRENCY DERIVATIVES
                                        ----------------------------------------------------------------
 
                                        FOREIGN EXCHANGE      FOREIGN CURRENCY      FOREIGN CURRENCY
                                        FORWARD CONTRACTS     OPTIONS               SWAPS
                                        1997       1996       1997       1996       1997       1996
                                        ----------------------------------------------------------------
                                        (IN MILLIONS)
                                        ----------------------------------------------------------------
<S>                                     <C>        <C>        <C>        <C>        <C>        <C>
Balance at beginning of year            $   251.5  $    15.7  $    43.9  $    99.2  $    15.0  $    15.0
- --------------------------------------
New contracts                               833.1      406.9         --    1,168.8         --         --
- --------------------------------------
Terminations and maturities                (921.6)    (171.1)     (43.9)  (1,224.1)        --         --
- --------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
Balance at end of year                  $   163.1  $   251.5  $      --  $    43.9  $    15.0  $    15.0
- --------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
                                        ---------  ---------  ---------  ---------  ---------  ---------
</TABLE>
 
    INTEREST RATE CAPS
    The interest rate cap agreements, which expire in 1998 through 2003, entitle
    the Company to receive quarterly payments from the counterparties on
    specified future reset dates, contingent on future interest rates. For each
    cap, the amount of such payments, if any, is determined by the excess of a
    market interest rate over a specified cap rate multiplied by the notional
    amount divided by four. The purpose of the Company's interest rate cap
    agreement program is to protect its annuity line of business from the effect
    of rising interest rates. The premium paid for the interest rate caps is
    included in other assets ($13,900,000 as of December 31, 1997) and is being
    amortized over the terms of the agreements. This amortization is included in
    net investment income.
 
    SWAPTIONS
    Swaptions, which expire in 2002 and 2003, entitle the Company to receive
    settlement payments from the counterparties on specified expiration dates,
    contingent on future interest rates. For each swaption, the amount of such
    settlement payments, if any, is determined by the present value of the
    difference between the fixed rate on a market rate swap and the strike rate
    multiplied by the notional amount. The purpose of the Company's swaption
    program is to protect its annuity line of business from the effect of
    fluctuating interest rates. The premium paid for the swaptions is included
    in other assets ($6,900,000 as of December 31, 1997) and is being amortized
    over the terms of the agreements. This amortization is included in net
    investment income.
 
    SPREAD LOCKS
    Spread-lock agreements provide for a lump sum payment to or by the Company,
    depending on whether the spread between the swap rate and a specified
    Government note is larger or smaller than a contractually specified spread.
    Cash payments are based on the product of the notional amount, the spread
    between the swap rate and the yield of an equivalent maturity Government
    security and the price sensitivity of the swap at that time. The purpose of
    the Company's spread-lock program is to protect a portion of its fixed
    maturity securities against widening of spreads.
 
    FINANCIAL FUTURES
    The Company uses exchange-traded financial futures contracts 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. They may be settled in cash or through delivery of the financial
    instrument. Cash settlements on the change in market values of financial
    futures contracts are made daily.
 
    INTEREST RATE SWAPS
    The Company uses interest rate swap agreements to hedge its exposure to
    floating rate bond coupon payments, replicating a fixed rate bond. An
    interest rate swap is a contractual agreement to exchange payments at one or
    more times based on the actual or expected price, level, performance or
    value of one or more underlying interest rates. The Company is required to
    pay the counterparty to the
 
                                                                            S-23
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
    agreements the stream of variable coupon payments generated from the bonds,
    and in turn, receives a fixed payment from the counterparty at a
    predetermined interest rate. The net receipts/payments from interest rate
    swaps are recorded in net investment income.
 
    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
    re-exchange 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
    $7,000,000, $6,900,000 and $5,600,000 in 1997, 1996 and 1995, respectively.
    Deferred losses of $2,600,000 as of December 31, 1997, were the result of:
    1) terminated and expired spread-lock agreements and; 2) financial futures
    contracts. These losses are included with the related fixed maturity
    securities to which the hedge applied and are being amortized over the life
    of such securities.
 
    The Company is exposed to credit loss in the event of nonperformance by
    counterparties on interest rate cap agreements, swaptions, spread-lock
    agreements, interest rate swaps, foreign exchange forward contracts, foreign
    currency options and foreign currency swaps. However, the Company does not
    anticipate nonperformance by any of the counterparties. The credit risk
    associated with such agreements is minimized by purchasing such agreements
    from financial institutions with long-standing, superior performance
    records. The amount of such exposure is essentially the net replacement cost
    or market value for such agreements with each counterparty if the net market
    value is in the Company's favor. At December 31, 1997, the exposure was
    $11,700,000.
 
11. FAIR VALUE OF FINANCIAL INSTRUMENTS
    The following discussion outlines the methodologies and assumptions used to
    determine the estimated fair values of the Company's financial instruments.
    Considerable judgment is required to develop these fair values. Accordingly,
    the estimates shown are not necessarily indicative of the amounts that would
    be realized in a one-time, current market exchange of all of the Company's
    financial instruments.
 
    BONDS AND UNAFFILIATED COMMON STOCK
    Fair values of bonds are based on quoted market prices, where available. For
    bonds not actively traded, fair values are estimated using values obtained
    from independent pricing services. In the case of private placements, fair
    values are estimated by discounting expected future cash flows using a
    current market rate applicable to the coupon rate, credit quality and
    maturity of the investments. The fair values of unaffiliated common stocks
    are based on quoted market prices.
 
    MORTGAGE LOANS ON REAL ESTATE
    The estimated fair values of mortgage loans on real estate are established
    using a discounted cash flow method based on credit rating, maturity and
    future income. 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 based on: 1) the present value
    of expected future cash flows discounted at the loan's effective interest
    rate; 2) the loan's market price; or 3) the fair value of the collateral if
    the loan is collateral dependent.
 
    POLICY LOANS
    The estimated fair values of investments in policy loans are calculated on a
    composite discounted cash flow basis using Treasury interest rates
    consistent with the maturity durations assumed. These durations are based on
    historical experience.
 
S-24
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
11. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
    OTHER INVESTMENTS AND CASH AND SHORT-TERM INVESTMENTS
    The carrying values for assets classified as other investments and cash and
    short-term investments in the accompanying statutory-basis balance sheets
    approximate their fair value.
 
    INVESTMENT-TYPE INSURANCE CONTRACTS
    The balance sheet captions, "Future Policy Benefits and Claims" and "Other
    Policyholder Funds," include investment type insurance contracts (i.e.,
    deposit contracts and guaranteed interest contracts). The fair values for
    the deposit contracts and certain guaranteed interest contracts are based on
    their approximate surrender values. The fair values for the remaining
    guaranteed interest and similar contracts are estimated using discounted
    cash flow calculations. These calculations are based on interest rates
    currently offered on similar contracts with maturities that are consistent
    with those remaining for the contracts being valued.
 
    The remainder of the balance sheet captions "Future Policy Benefits and
    Claims" and "Other Policyholder Funds," that do not fit the definition of
    "investment-type insurance contracts" are considered insurance contracts.
    Fair value disclosures are not required for these insurance contracts and
    have not been determined by the Company. It is the Company's position that
    the disclosure of the fair value of these insurance contracts is important
    because readers of these financial statements could draw inappropriate
    conclusions about the Company's capital and surplus determined on a fair
    value basis. It could be misleading if only the fair value of assets and
    liabilities defined as financial instruments are disclosed. The Company and
    other companies in the insurance industry are monitoring the related actions
    of the various rule-making bodies and attempting to determine an appropriate
    methodology for estimating and disclosing the "fair value" of their
    insurance contract liabilities.
 
    SHORT-TERM DEBT
    Fair values of short-term debt approximates carrying values.
 
    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.
 
    DERIVATIVES
    The Company's derivatives include interest rate cap agreements, swaptions,
    spread-lock agreements, foreign currency exchange contracts, financial
    futures contracts, interest rate swaps, foreign currency options and foreign
    currency swaps. Fair values for these contracts are based on current
    settlement values. These values are based on: 1) quoted market prices for
    the foreign currency exchange contracts and financial future contracts and;
    2) brokerage quotes that utilize 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. These estimates would take into account changes in interest
    rates, the counterparties' credit standing and the remaining terms of the
    commitments.
 
                                                                            S-25
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
11. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
    The carrying values and estimated fair values of the Company's financial
    instruments are as follows:
 
<TABLE>
<CAPTION>
                                                 DECEMBER 31
                                                 ----------------------------------------------
                                                 1997                    1996
                                                 ----------------------------------------------
                                                 CARRYING                CARRYING
ASSETS (LIABILITIES)                             VALUE       FAIR VALUE  VALUE       FAIR VALUE
- -----------------------------------------------------------------------------------------------
                                                 (IN MILLIONS)
                                                 ----------------------------------------------
<S>                                              <C>         <C>         <C>         <C>
Bonds                                            $ 18,560.7  $ 19,798.6  $ 19,389.6  $ 20,194.4
- -----------------------------------------------
Preferred stock                                       257.3       268.7       239.7       248.5
- -----------------------------------------------
Unaffiliated common stock                             436.0       436.0       358.3       358.3
- -----------------------------------------------
Mortgage loans on real estate                       3,012.7     3,179.2     2,976.7     3,070.9
- -----------------------------------------------
Policy loans                                          660.5       648.3       626.5       612.7
- -----------------------------------------------
Other investments                                     335.5       335.5       282.7       282.7
- -----------------------------------------------
Cash and short-term investments                     2,133.0     2,133.0       759.2       759.2
- -----------------------------------------------
Investment-type insurance contracts:
  Deposit contracts and certain guaranteed
    interest contracts                            (17,324.2)  (16,887.6)  (17,871.6)  (17,333.0)
   --------------------------------------------
  Remaining guaranteed interest and similar
    contracts                                      (1,267.0)   (1,294.6)   (1,799.7)   (1,835.4)
   --------------------------------------------
Short-term debt                                      (120.0)     (120.0)     (100.0)     (100.0)
- -----------------------------------------------
Derivatives                                            26.2         9.3        26.5        13.8
- -----------------------------------------------
Investment commitments                                   --         (.5)         --         (.6)
- -----------------------------------------------
</TABLE>
 
12. ACQUISITIONS AND SALES OF SUBSIDIARIES
    In October 1996, the Company and LLANY purchased a block of group
    tax-qualified annuity business from UNUM Corporation's affiliate. The
    transaction was completed in the form of a reinsurance transaction, which
    resulted in a ceding commission of $71,800,000. The ceding commission has
    been recorded as admissible goodwill of $62,300,000, which is to be
    amortized on a straight-line basis over 10 years. LLANY was required by the
    New York Department of Insurance to expense its portion of the ceding
    commission in 1996. Policy liabilities and related accruals of the Company
    and its wholly owned subsidiary increased by $3,200,000,000 as a result of
    this transaction.
 
    In 1997, LNC contributed 25,000,000 shares of common stock of American
    States Financial Corporation ("American States") to the Company. American
    States is a property casualty insurance holding company of which LNC owned
    83.3%. The contributed common stock was accounted for as a capital
    contribution equal to the fair value of the common stock received by the
    Company. Subsequently, the American States common stock owned by the
    Company, along with all other American States common stock owned by LNC and
    its affiliates, was sold. The Company received proceeds from the sale in the
    amount of $1,175,000,000. The Company recognized no gain or loss on the sale
    of its portion of the common stock due to the receipt of such stock at fair
    value.
 
    On January 2, 1998, the Company issued a surplus note to LNC in return for
    $500,000,000 in cash. The note calls for the Company to pay, on or before
    March 31, 2028, the principal amount of the note and interest quarterly at a
    6.56% annual rate. LNC also has a right to redeem the note for immediate
    repayment in total or in part once per year on the
 
S-26
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
12. ACQUISITIONS AND SALES OF SUBSIDIARIES (CONTINUED)
    anniversary date of the note, but not before January 2, 2003. Any payment of
    interest or repayment of principal may be paid only out of excess surplus
    (as defined in the note) and is subject to the approval of the Commissioner
    of the Indiana Department of Insurance.
 
    Proceeds from the sale of the Company's American States common stock, as
    well as proceeds from the surplus note, were used to finance an indemnity
    reinsurance transaction whereby the Company reinsured 100% of a block of
    individual life insurance and annuity business from CIGNA Corporation. The
    Company paid $1,264,400,000 to CIGNA on January 2, 1998 under the terms of
    the reinsurance agreement, which will result in a decrease to surplus in
    1998 of approximately $1,000,000,000. Operating results generated by this
    block of business after the closing date will be included in the Company
    financial statements from the closing date. At the time of closing, this
    block of business had statutory liabilities of $4,658,200,000 that became
    the Company's obligation. The company also received assets, measured on a
    historical statutory basis, equal to the liabilities. During 1997, this
    block produced premiums, fees and deposits of $1,051,000,000 and earnings of
    $87,200,000 on a statutory basis. The Company also expects to pay
    $30,000,000 to cover expenses associated with the reinsurance agreement and
    to record a charge of approximately $12,000,000 during 1998 to cover certain
    costs of integrating the existing operations with the new block of business.
 
13. 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
    $61,600,000, $56,300,000 and $43,300,000 in 1997, 1996 and 1995,
    respectively. LFGI incurred expenses of $5,500,000, $15,700,000 and
    $10,400,000 in 1997, 1996 and 1995, respectively, in excess of the override
    commissions and operating expense allowances received from the Company,
    which the Company is not required to reimburse. Effective in January 1998,
    the Company and LFGI agreed to increase the override commission expense and
    eliminate the operating expense allowance.
 
    Cash and short-term investments at December 31, 1997 and 1996 include the
    Company's participation in a short-term investment pool with LNC of
    $325,600,000 and $175,100,000, respectively. Related investment income
    amounted to $15,500,000, $15,300,000 and $21,100,000 in 1997, 1996 and 1995,
    respectively. Other liabilities at December 31, 1997 and 1996 include
    $120,000,000 and $100,000,000, respectively, of notes payable to LNC.
 
    The Company provides services to and receives services from affiliated
    companies which resulted in a net payment of $48,500,000, $34,100,000 and
    $24,900,000 in 1997, 1996 and 1995, respectively.
 
    The Company cedes and accepts reinsurance from affiliated companies.
    Premiums in the accompanying statements of income include premiums on
    insurance business accepted under reinsurance contracts and exclude premiums
    ceded to other affiliated companies, as follows:
 
<TABLE>
<CAPTION>
                        YEAR ENDED DECEMBER 31
                        1997       1996       1995
                        -------------------------------
                        (IN MILLIONS)
                        -------------------------------
<S>                     <C>        <C>        <C>
Insurance assumed       $    11.9  $    17.9  $    17.6
- ----------------------
Insurance ceded             100.3      302.8      214.4
- ----------------------
</TABLE>
 
                                                                            S-27
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
13. TRANSACTIONS WITH AFFILIATES (CONTINUED)
    The balance sheets include reinsurance balances with affiliated companies as
    follows:
 
<TABLE>
<CAPTION>
                          DECEMBER 31
                          1997       1996
                          --------------------
                          (IN MILLIONS)
                          --------------------
<S>                       <C>        <C>
Future policy benefits
and claims assumed        $   245.5  $   312.7
- ------------------------
Future policy benefits
and claims ceded              997.2      891.8
- ------------------------
Amounts recoverable on
paid and unpaid losses         30.4       31.2
- ------------------------
Reinsurance payable on
paid losses                     5.3        2.7
- ------------------------
Funds held under
reinsurance treaties --
net liability               1,115.4    1,062.4
- ------------------------
</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 $280,900,000 and $314,200,000 at December 31, 1997 and 1996,
    respectively. The letters of credit are issued by banks and represent
    guarantees of performance under the reinsurance agreement. At December 31,
    1997 and 1996, LNC had guaranteed $229,100,000 and $239,200,000,
    respectively, of these letters of credit. At December 31, 1997, the Company
    has a receivable (included in the foregoing amounts) from affiliated
    insurance companies in the amount of $130,700,000 for statutory surplus
    relief received under financial reinsurance ceded agreements.
 
14. SEPARATE ACCOUNTS
    Separate account assets and liabilities reported in the accompanying balance
    sheets represent funds that are separately administered, principally for
    annuity contracts, and for which the contractholder, rather than the
    Company, bears the investment risk. Separate account contractholders have no
    claim against the assets of the general account of the Company. Separate
    account assets are reported at fair value and consist primarily of long-term
    bonds, common stocks, short-term investments and mutual funds. The detailed
    operations of the separate accounts are not included in the accompanying
    financial statements. Fees charged on separate account policyholder deposits
    are included in other income.
 
    Separate account premiums, deposits and other considerations amounted to
    $4,821,800,000, $4,148,700,000 and $3,068,200,000 in 1997, 1996 and 1995,
    respectively. Reserves for separate accounts with assets at fair value were
    $30,560,700,000 and $23,047,800,000 at December 31, 1997 and 1996,
    respectively. All reserves are subject to discretionary withdrawal at market
    value. Substantially all of the Company's separate accounts are
    nonguaranteed.
 
S-28
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
14. SEPARATE ACCOUNTS (CONTINUED)
 
    A reconciliation of transfers to (from) separate accounts are as follows:
 
<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31
                                                              1997           1996
                                                              ------------------------
                                                              (IN MILLIONS)
                                                              ------------------------
<S>                                                           <C>            <C>
Transfers as reported in the Summary of Operations of
various Separate Accounts:
  Transfers to separate accounts                              $ 4,824.0      $ 4,149.6
- ------------------------------------------------------------
  Transfers from separate accounts                             (2,943.8)      (2,058.5)
- ------------------------------------------------------------  ---------      ---------
Net transfer to separate accounts as reported in the
Company's NAIC Annual Statement -- Summary of Operations      $ 1,880.2      $ 2,091.1
- ------------------------------------------------------------  ---------      ---------
                                                              ---------      ---------
</TABLE>
 
15. RECONCILIATION OF ANNUAL STATEMENT TO AUDITED FINANCIAL STATEMENTS
    In 1997, certain errors were identified by the Illinois
    Insurance Department in the calculation of the AVR as of
    December 31, 1996 and 1995. The effects of the AVR errors
    also resulted in the need for revisions in the calculation
    of certain investment limitation thresholds, the results of
    which indicated that additional assets should have been
    nonadmitted as of December 31, 1996. As discussed by the
    Company with the Indiana and Illinois Insurance Departments,
    corrections were made to affected pages of the Company's
    NAIC Annual Statement which were refiled with various state
    insurance departments. However, due to immateriality of the
    corrections in relation to the financial statements taken as
    a whole, the audited 1996 and 1995 statutory-basis financial
    statements were not corrected and re-issued.
 
    The Company's 1997 NAIC Annual Statement, as filed with
    various state insurance departments, also includes the
    corrected balances for 1996 and 1995. The following is a
    reconciliation of total admitted assets, total liabilities
    and capital and surplus as of December 31, 1996 as presented
    in the 1997 NAIC Annual Statement (as corrected) to the
    accompanying audited financial statements.
 
<TABLE>
<CAPTION>
                                          TOTAL                    CAPITAL
                                          ADMITTED   TOTAL         AND
                                          ASSETS     LIABILITIES   SURPLUS
                                          ---------------------------------
<S>                                       <C>        <C>           <C>
Balance as of December 31, 1996 as
reported in the accompanying audited
financial statements                      $50,016.6   $ 48,054.0   $ 1962.6
- ----------------------------------------
Effect of AVR errors                             --         37.6      (37.6)
- ----------------------------------------
Effect of change in investment
limitations                                   (57.0)          --      (57.0)
- ----------------------------------------  ---------  -----------   --------
Balance as of December 31, 1996 as
reported in the 1997 NAIC Annual
Statement                                 $49,959.6   $ 48,091.6   $1,868.0
- ----------------------------------------  ---------  -----------   --------
                                          ---------  -----------   --------
</TABLE>
 
16. IMPACT OF YEAR 2000 (UNAUDITED)
    The Year 2000 Issue is pervasive and complex and affects virtually every
    aspect of the Company's business. The Company's computer systems and
    interfaces with the computer systems of vendors, suppliers, customers and
    business partners are particularly vulnerable. The inability to properly
    recognize date sensitive electronic information and transfer data between
    systems could cause errors or even a complete systems failure which would
    result in a temporary inability to process transactions correctly and engage
    in normal business
 
                                                                            S-29
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)
 
16. IMPACT OF YEAR 2000 (UNAUDITED) (CONTINUED)
    activities. The Company is redirecting a large portion of its internal
    information technology efforts and contracting with outside consultants to
    update its systems to accommodate the year 2000. Also, the Company has
    initiated formal communications with critical parties that interface with
    the Company's systems to gain an understanding of their progress in
    addressing Year 2000 Issues. While the Company is making every effort to
    address its own systems and the systems with which it interfaces, it is not
    possible to provide assurance that operational problems will not occur. The
    Company presently believes that with the modification of existing computer
    systems, updates by vendors and conversion to new software and hardware, the
    Year 2000 Issue will not pose significant operational problems for its
    computer systems. In addition, the Company is developing contingency plans
    in the event that, despite its best efforts, there are unresolved year 2000
    problems. If the remediation efforts noted above are not completed timely or
    properly, the Year 2000 Issue could have a material adverse impact on the
    operation of the Company's business.
 
    During 1997 and 1996, the Company incurred expenditures of approximately
    $5,500,000 ($3,600,000 after-tax) to address this issue. The Company's
    financial plans for 1998 through 2000 include expected expenditures of an
    additional $20,000,000 ($13,000,000 after-tax) on this issue. The cost of
    addressing Year 2000 Issues and the timeliness of completion will be closely
    monitored by management and are based on managements's current best
    estimates which were derived utilizing numerous assumptions of future
    events, including the continued availability of certain resources, third
    party modification plans and other factors. Nevertheless, there can be no
    guarantee that these estimated costs will be achieved and actual results
    could differ significantly from those anticipated. Specific factors that
    might cause such differences include, but are not limited to, the
    availability and cost of personnel trained in this area, the ability to
    locate and correct all relevant computer problems and other uncertainties.
 
S-30
<PAGE>
REPORT OF INDEPENDENT AUDITORS
 
Board of Directors
The Lincoln National Life Insurance Company
 
We have audited the accompanying statutory-basis balance sheets
of The Lincoln National Life Insurance Company (a wholly owned
subsidiary of Lincoln National Corporation) as of December 31,
1997 and 1996, and the related statutory-basis statements of
income, changes in capital and surplus and cash flows for each
of the three years in the period ended December 31, 1997. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
 
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
 
As described in Note 1 to the financial statements, the Company
presents its financial statements in conformity with accounting
practices prescribed or permitted by the Indiana Department of
Insurance, which practices differ from generally accepted
accounting principles. The variances between such practices and
generally accepted accounting principles and the effects on the
accompanying financial statements are also described in Note 1.
 
In our opinion, because of the effects of the matter described
in the preceding paragraph, the financial statements referred to
above do not present fairly, in conformity with generally
accepted accounting principles, the financial position of The
Lincoln National Life Insurance Company at December 31, 1997 and
1996, or the results of its operations or its cash flows for
each of the three years in the period ended December 31, 1997.
 
However, in our opinion, the financial statements referred to
above present fairly, in all material respects, the financial
position of The Lincoln National Life Insurance Company at
December 31, 1997 and 1996, and the results of its operations
and its cash flows for each of the three years in the period
ended December 31, 1997, in conformity with accounting practices
prescribed or permitted by the Indiana Department of Insurance.
 
February 5, 1998
 
                                                                            S-31
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
SUPPLEMENTAL SCHEDULE OF SELECTED
STATUTORY-BASIS FINANCIAL DATA
 
DECEMBER 31, 1997 (IN MILLIONS)
 
<TABLE>
<S>        <C>                                                                                        <C>
Investment income earned:
           Government bonds                                                                           $    52.8
           -----------------------------------------------------------------------------------------
           Other bonds (unaffiliated)                                                                   1,471.6
           -----------------------------------------------------------------------------------------
           Preferred stocks (unaffiliated)                                                                 23.5
           -----------------------------------------------------------------------------------------
           Common stocks (unaffiliated)                                                                     8.3
           -----------------------------------------------------------------------------------------
           Common stocks of affiliates                                                                     15.0
           -----------------------------------------------------------------------------------------
           Mortgage loans                                                                                 257.2
           -----------------------------------------------------------------------------------------
           Real estate                                                                                     92.2
           -----------------------------------------------------------------------------------------
           Premium notes, policy loans and liens                                                           37.5
           -----------------------------------------------------------------------------------------
           Cash on hand and on deposit                                                                      1.0
           -----------------------------------------------------------------------------------------
           Short-term investments                                                                          69.3
           -----------------------------------------------------------------------------------------
           Other invested assets                                                                           21.9
           -----------------------------------------------------------------------------------------
           Derivative instruments                                                                         (10.0)
           -----------------------------------------------------------------------------------------
           Aggregate write-ins for investment income                                                       16.3
           -----------------------------------------------------------------------------------------  ---------
Gross investment income                                                                               $ 2,056.6
- ----------------------------------------------------------------------------------------------------  ---------
                                                                                                      ---------
 
Real estate owned (cost, less encumbrances)                                                           $   585.2
- ----------------------------------------------------------------------------------------------------  ---------
                                                                                                      ---------
 
Mortgage loans (unpaid balance):
           Farm mortgages                                                                             $     0.1
           -----------------------------------------------------------------------------------------
           Residential mortgages                                                                            3.1
           -----------------------------------------------------------------------------------------
           Commercial mortgages                                                                         3,009.5
           -----------------------------------------------------------------------------------------  ---------
Total mortgage loans                                                                                  $ 3,012.7
- ----------------------------------------------------------------------------------------------------  ---------
                                                                                                      ---------
 
Mortgage loans by standing (unpaid balance):
           Good standing                                                                              $ 2,974.1
           -----------------------------------------------------------------------------------------  ---------
                                                                                                      ---------
           Good standing with restructured terms                                                      $    38.5
           -----------------------------------------------------------------------------------------  ---------
                                                                                                      ---------
           Interest overdue more than three months, not in foreclosure                                $      --
           -----------------------------------------------------------------------------------------  ---------
                                                                                                      ---------
           Foreclosure in process                                                                     $     0.1
           -----------------------------------------------------------------------------------------  ---------
                                                                                                      ---------
Other long-term assets (statement value)                                                              $   281.5
- ----------------------------------------------------------------------------------------------------  ---------
                                                                                                      ---------
</TABLE>
 
S-32
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
SUPPLEMENTAL SCHEDULE OF SELECTED
STATUTORY-BASIS FINANCIAL DATA (CONTINUED)
 
DECEMBER 31, 1997 (IN MILLIONS)
 
<TABLE>
<S>                                                                                              <C>
Bonds and stocks of parent, subsidiaries and affiliates (cost):
    Common stocks of subsidiaries                                                                $   466.2
- -----------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
Bonds and short-term investments by class and maturity:
  Bonds by maturity (statement value):
    Due within one year or less                                                                  $ 3,140.1
     ------------------------------------------------------------------------------------------
    Over 1 year through 5 years                                                                    5,182.8
     ------------------------------------------------------------------------------------------
    Over 5 years through 10 years                                                                  5,772.8
     ------------------------------------------------------------------------------------------
    Over 10 years through 20 years                                                                 3,275.3
     ------------------------------------------------------------------------------------------
    Over 20 years                                                                                  3,270.6
     ------------------------------------------------------------------------------------------  ---------
  Total by maturity                                                                              $20,641.6
   --------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
  Bonds by class (statement value):
    Class 1                                                                                      $13,879.0
     ------------------------------------------------------------------------------------------
    Class 2                                                                                        5,215.6
     ------------------------------------------------------------------------------------------
    Class 3                                                                                          848.0
     ------------------------------------------------------------------------------------------
    Class 4                                                                                          668.8
     ------------------------------------------------------------------------------------------
    Class 5                                                                                           23.6
     ------------------------------------------------------------------------------------------
    Class 6                                                                                            6.6
     ------------------------------------------------------------------------------------------  ---------
  Total by class                                                                                 $20,641.6
   --------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
 
Total bonds publicly traded                                                                      $16,457.1
- -----------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
Total bonds privately placed                                                                     $ 4,184.5
- -----------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
Preferred stocks (statement value)                                                               $   257.3
- -----------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
 
Unaffiliated common stocks (market value)                                                        $   436.0
- -----------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
Short-term investments (cost or amortized cost)                                                  $ 2,080.9
- -----------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
Financial options and caps owned (statement value)                                               $    20.8
- -----------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
 
Financial options and caps written (statement value)                                             $      --
- -----------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
Swap and forward agreements open (statement value)                                               $     5.4
- -----------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
Futures contracts open (current value)                                                           $      --
- -----------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
Cash on deposit                                                                                  $    52.1
- -----------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
 
Life insurance in-force:
    Ordinary                                                                                     $   108.6
     ------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
    Group life                                                                                   $    31.2
     ------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
</TABLE>
 
                                                                            S-33
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
SUPPLEMENTAL SCHEDULE OF SELECTED
STATUTORY-BASIS FINANCIAL DATA (CONTINUED)
 
DECEMBER 31, 1997 (IN MILLIONS)
 
<TABLE>
<S>                                                                                              <C>
Amount of accidental death insurance in-force under ordinary policies                            $     5.3
- -----------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
Life insurance policies with disability provisions in-force:
    Ordinary                                                                                     $     5.5
     ------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
    Group life                                                                                   $      --
     ------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
Supplementary contracts in-force:
    Ordinary -- not involving life contingencies:
      Amount on deposit                                                                          $      --
     ------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
      Income payable                                                                             $     0.8
     ------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
    Ordinary -- involving life contingencies:
      Income payable                                                                             $     3.0
     ------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
    Group -- not involving life contingencies:
      Income payable                                                                             $     1.1
     ------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
    Group -- involving life contingencies:
      Income payable                                                                             $      --
     ------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
Annuities:
    Ordinary:
      Immediate -- amount of income payable                                                      $    71.8
     ------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
      Deferred -- fully paid account balance                                                     $     0.7
     ------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
      Deferred -- not fully paid account balance                                                 $   264.0
     ------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
    Group:
      Amount of income payable                                                                   $     0.3
     ------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
      Fully paid account balance                                                                 $     0.1
     ------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
      Not fully paid account balance                                                             $    72.3
     ------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
Accident and health insurance -- premiums in-force:
    Ordinary                                                                                     $   166.0
     ------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
    Group                                                                                        $    77.7
     ------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
Deposit funds and dividend accumulations:
    Deposit funds account balance                                                                $16,507.3
     ------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
    Dividend accumulations -- account balance                                                    $   114.4
     ------------------------------------------------------------------------------------------  ---------
                                                                                                 ---------
</TABLE>
 
S-34
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTE TO SUPPLEMENTAL SCHEDULE OF SELECTED
STATUTORY-BASIS FINANCIAL DATA
 
NOTE -- BASIS OF PRESENTATION
 
The accompanying schedule presents selected statutory-basis
financial data as of December 31, 1997 and for the year then
ended for purposes of complying with paragraph 9 of the Annual
Audited Financial Reports in the General Section of the National
Association of Insurance Commissioners' Annual Statement
Instructions and agrees to or is included in the amounts
reported in The Lincoln National Life Insurance Company's 1997
Statutory Annual Statement as filed with the Indiana Department
of Insurance.
 
                                                                            S-35
<PAGE>
REPORT OF INDEPENDENT AUDITORS ON
OTHER FINANCIAL INFORMATION
 
Board of Directors
The Lincoln National Life Insurance Company
 
Our audits were conducted for the purpose of forming an opinion
on the statutory-basis financial statements taken as a whole.
The accompanying supplemental schedule of selected statutory
basis financial data is presented to comply with the National
Association of Insurance Commissioners' Annual Statement
Instructions and is not a required part of the statutory-basis
financial statements. Such information has been subjected to the
auditing procedures applied in our audit of the statutory-basis
financial statements and, in our opinion, is fairly stated in
all material respects in relation to the statutory-basis
financial statements taken as a whole.
 
February 5, 1998
 
S-36



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