LINCOLN NATIONAL FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT G
485BPOS, 1998-04-23
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<PAGE>
 
                                               Registration No. 33-22740
================================================================================
                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                            _______________________
   
                   POST-EFFECTIVE AMENDMENT NO. 13 TO
                              FORM S-6     
    
            FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                 OF SECURITIES OF UNIT INVESTMENT TRUSTS
                       REGISTERED ON FORM N-8B-2
                            ________________________
   
           LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT G

    (Formerly: LINCOLN NATIONAL FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT G)
                        (Exact name of Trust)
    

               THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
                         (Name of depositor)

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

Name and complete address
of agent for service:                        Copy to:
CARL L. BAKER, ESQUIRE                       BRIAN BURKE, ESQUIRE
Vice President &                             Counsel     
Deputy General Counsel                       The Lincoln National
The Lincoln National                         Life Insurance Company
Life Insurance Company                       1300 South Clinton Street
1300 South Clinton Street                    P.O. Box 1110
P.O. Box 1110                                Fort Wayne, Indiana  46801
Fort Wayne, IN  46801

                          _________________________

    
- -------------------------------------------------------------------------------
It is proposed that this filing will become effective (check appropriate box)
   
  [_]   immediately upon filing pursuant to paragraph (b)
  [X]   on April 30, 1998 pursuant to paragraph (b)
  [_]   60 days after filing pursuant to paragraph (a)(1)
  [_]   on (date) pursuant to paragraph (a)(1) of Rule 485
    
If appropriate, check the following box:

  [_]   this post-effective amendment designates a new effective date for a 
previously filed post-effective amendment.
- -------------------------------------------------------------------------------

   
Title of securities being registered: Flexible Premium Variable Life 
Insurance Policies. 
    

   
Approximate date of proposed public offering: As soon as practicable after April
30, 1998.
    
  [_]   Check box if it is proposed that this filing will become effective on 
(date) at (time) pursuant to Rule 487.     
================================================================================
<PAGE>
 
                  RECONCILIATION AND TIE BETWEEN ITEMS
                   IN FORM N-8B-2 AND THE PROSPECTUS
       For Lincoln National Flexible Premium Variable Life Account G


<TABLE>
<CAPTION>
N-8B-2 ITEM      CAPTION IN PROSPECTUS
- - -----------      ---------------------
<S>              <C>
1                Cover Page
2                Cover Page
3                Not applicable
4                Lincoln Life
5                Lincoln Life
6                The Separate Account     
7                Not Required
8                Not Required
9                Legal Proceedings
10               The Separate Account; Right to Examine Policy; Surrender of the
                 Policy; Withdrawals; Proceeds and payment options; Addition,
                 Deletion, or Substitution of Investments; Transfer Between
                 Subaccounts; Policy Lapse and Reinstatement; Voting Rights;
                 Premium Payment and Allocation of Premiums; Death Benefits and
                 Death Benefit Types; Policy Changes; Policy Value; Proceeds and
                 Payment Options     
11               Lincoln Life; The General Account; The Separate Account
12               The Separate Account; Lincoln Life
13               Charges and Deductions
14               Requirements for Issuance of a Policy
15               Premium Payment and Allocation of Premiums
16               Premium Payment and Allocation of Premiums; Percent of Premium
                 Charge; Charges and Deductions
17               Surrender of the Policy
18               The Separate Account
19               Reports and Records
20               Not Applicable
21               Loans
22               Not applicable
23               Safekeeping of the Account's Assets
24               General Provisions
25               Lincoln Life
26               Not Applicable
27               Lincoln Life
28               Executive Officers and Directors of Lincoln National Life
                 Insurance Co.
29               Lincoln Life
30               Not applicable
31               Not applicable
32               Not applicable
33               Not applicable

</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>
N-8B-2 ITEM      CAPTION IN PROSPECTUS
- - -----------      ---------------------
<S>              <C>
34               Not applicable
35               Distribution of the Policy
36               Not Required
37               Not Applicable
38               Distribution of the Policy
39               Distribution of the Policy
40               Not Applicable
41               Lincoln Life; Distribution of the Policy
42               Not Applicable
43               Not Applicable
44               Not Applicable
45               Not Applicable
46               Not Applicable
47               The Separate Account
48               Not Applicable
49               Not Applicable
50               The Separate Account
51               Lincoln Life; Premium Payment and Allocation of Premiums;
                 Surrender of the Policy; Withdrawals; Proceeds; Policy Lapse
                 and Reinstatement; Charges and Deductions
52               Addition, Deletion and Substitution of Investments
53               Federal Tax Matters
54               Not Applicable
55               Not Applicable
56               Not Required
57               Not Required
58               Not Required
59               Not Required
</TABLE>
<PAGE>


LINCOLN LIFE -Registered Trademark-




VARIABLE
UNIVERSAL LIFE
PROSPECTUSES

Variable Life Account G

May 1, 1998
<PAGE>
VUL III
 
   
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT G 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
800-4LINCOLN (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 may be issued only to
persons age 80 or younger (ages 81-85 by exception only) and only for an initial
SPECIFIED AMOUNT of $200,000 or more. Subject to the payment of a minimum
premium for the first two policy years, an OWNER may, subject to certain
restrictions, vary the frequency and amount of premium payments. The level of
life insurance benefits payable under the POLICY may also be increased or
decreased subject to certain restrictions.
    
 
   
An OWNER may choose to allocate amounts either to the GENERAL ACCOUNT of Lincoln
Life (GENERAL ACCOUNT) or to Lincoln Life Flexible Premium Variable Life Account
G (SEPARATE ACCOUNT). Amounts allocated to the SEPARATE ACCOUNT may be invested
in any of the following FUNDS:
    
 
- - Lincoln National Growth and Income Fund, Inc.
 
- - Lincoln National Special Opportunities Fund, Inc.
 
- - American Variable Insurance Series:
 
   
  -- 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 frequency
and amount of premiums, and the charges assessed in connection with the POLICY.
As long as the POLICY remains in force, the death benefit will not be less than
the current SPECIFIED AMOUNT of the POLICY. The POLICY will remain in force so
long as NET CASH SURRENDER VALUE is sufficient to pay the monthly deductions
imposed in connection with the POLICY. The OWNER bears the entire investment
risk for all amounts allocated to the SEPARATE ACCOUNT; no minimum POLICY VALUE
or NET CASH SURRENDER VALUE is guaranteed.
 
The purchase and ownership of the POLICY involves various charges which are
explained under the heading "Charges and deductions" on page 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.
 
This prospectus is valid only if accompanied or preceded by prospectuses for the
Lincoln National Growth and Income Fund, Inc., the Lincoln National Special
Opportunities Fund, Inc., and the American Variable Insurance Series.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, OR BY ANY STATE REGULATORY AGENCY, NOR HAS THE COMMISSION,
OR ANY STATE REGULATORY AGENCY, PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
Please read this prospectus carefully and retain it for future reference.
 
   
The date of this prospectus is April 30, 1998.
    
<PAGE>
   
TABLE OF CONTENTS
    
   
<TABLE>
<CAPTION>
                                             PAGE
<S>                                       <C>
- -----------------------------------------------------
SUMMARY OF THE POLICY                              1
- -----------------------------------------------------
LINCOLN LIFE, THE GENERAL ACCOUNT AND
  THE SEPARATE ACCOUNT
Lincoln Life                                       3
The General Account                                4
The Separate Account                               4
The investment advisors                            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                      7
Effective date                                     7
Right to examine policy                            7
Policy termination                                 7
- -----------------------------------------------------
CHARGES AND DEDUCTIONS
Percent of premium charge                          8
Contingent deferred sales charge                   8
Contingent deferred administrative
  charge                                           8
Surrender charge                                   8
Monthly deductions                                 9
Cost of insurance charges                          9
Monthly administrative charge                      9
Fund charges and expenses                          9
Mortality and expense risk charge                 10
Other charges                                     10
Reduction of charges                              10
Term conversion credits                           10
- -----------------------------------------------------
POLICY BENEFITS
Death benefit and death benefit types             11
Death benefit guarantee                           12
Policy changes                                    12
Policy value                                      12
Transfer between subaccounts                      13
Transfer to and from the General Account          13
Loans                                             13
Withdrawals                                       14
Policy lapse and reinstatement                    15
 
<CAPTION>
                                             PAGE
- -----------------------------------------------------
<S>                                       <C>
 
Surrender of the policy                           15
Proceeds and payment options                      15
- -----------------------------------------------------
GENERAL PROVISIONS
The contract                                      16
Suicide                                           16
Representations and contestability                16
Incorrect age or sex                              16
Change of owner or beneficiary                    16
Assignment                                        17
Reports and records                               17
Projection of benefits and values                 17
Postponement of payments                          17
Riders                                            17
- -----------------------------------------------------
DISTRIBUTION OF THE POLICY                        18
- -----------------------------------------------------
FEDERAL TAX MATTERS
Tax status of the policy                          19
Tax treatment of policy benefits                  19
Taxation of the Separate Account                  21
- -----------------------------------------------------
VOTING RIGHTS                                     21
- -----------------------------------------------------
STATE REGULATION OF LINCOLN LIFE AND THE
  SEPARATE ACCOUNT                                22
- -----------------------------------------------------
SAFEKEEPING OF THE SEPARATE ACCOUNT'S
  ASSETS                                          22
- -----------------------------------------------------
LEGAL PROCEEDINGS                                 22
- -----------------------------------------------------
EXPERTS                                           22
- -----------------------------------------------------
PREPARING FOR YEAR 2000                           23
- -----------------------------------------------------
ADDITIONAL INFORMATION                            23
- -----------------------------------------------------
APPENDIX A: Table of base minimum
  premiums                                        24
- -----------------------------------------------------
APPENDIX B: Table of surrender charges            26
- -----------------------------------------------------
APPENDIX C: Executive Officers &
  Directors of Lincoln National Life
  Insurance Co.                                   28
- -----------------------------------------------------
APPENDIX D: Illustrations of policy
  values                                          30
- -----------------------------------------------------
APPENDIX E: Definitions for Separate
  Account G                                       39
- -----------------------------------------------------
FINANCIAL STATEMENTS                              42
</TABLE>
    
<PAGE>
SUMMARY OF THE POLICY
 
   
The following summary is intended to give you only a brief explanation of the
most important features of your POLICY. Therefore you should read the entire
prospectus and Appendixes carefully before making a decision to purchase. For
the definition of terms used in this prospectus, see Appendix E. Throughout this
prospectus, in order to make the following documents more understandable, we
have italicized the special terms.
    
 
WHAT TYPE OF POLICY AM I PURCHASING?
 
Your POLICY is a flexible premium variable life insurance POLICY whose primary
purpose is to provide life insurance protection on the INSURED. As long as your
POLICY remains in force, the POLICY will provide for: (1) the payment of a death
benefit to a BENEFICIARY upon the INSURED'S death; (2) policy loan privileges,
withdrawal rights, and surrender privileges; and (3) the payment of the NET CASH
SURRENDER VALUE to the OWNER, if living, on the MATURITY DATE.
 
HOW DOES THE LIFE INSURANCE PROTECTION WORK?
 
   
The POLICY provides for the payment of benefits upon the death of the INSURED.
The POLICY offers two types of death benefit coverage. If you choose Type 1, the
death benefit is the greater of the SPECIFIED AMOUNT of the POLICY or a
specified percentage of POLICY VALUE. If you choose Type 2, the death benefit is
the greater of the SPECIFIED AMOUNT of the POLICY plus the POLICY VALUE or a
specified percentage of POLICY VALUE. So long as your POLICY remains in force,
the minimum death benefit under either option will be the current SPECIFIED
AMOUNT. Death benefit PROCEEDS are reduced by any outstanding loan and any due
and unpaid charges, and increased by any unearned loan interest. (See Death
benefit and death benefit types, page 11.)
    
 
YOU also have significant flexibility to adjust the death benefit prior to the
MATURITY DATE by increasing or decreasing the SPECIFIED AMOUNT of the POLICY.
Any increase in the SPECIFIED AMOUNT will require additional evidence of
insurability satisfactory to us and will result in additional charges.
 
HOW ARE THE PREMIUMS FLEXIBLE?
 
YOU have considerable flexibility concerning the amount and frequency of premium
payments. During the first two policy years, your POLICY will lapse unless
either the total of all premiums paid (minus any partial withdrawals and minus
any outstanding loans) is at all times at least equal to the DEATH BENEFIT
GUARANTEE MONTHLY PREMIUM times the number of months since the initial POLICY
date (including the current month) or the NET CASH SURRENDER VALUE of the POLICY
is greater than zero. In order to place your POLICY in force, you must pay at
least the first two DEATH BENEFIT GUARANTEE MONTHLY PREMIUMS. In addition, you
will be asked to determine a planned PERIODIC PREMIUM schedule, although you
will not be required to adhere to that premium schedule. Instead, after the
first two policy years, you may, subject to certain restrictions, make premium
payments in any amount and at any frequency. (See Premium payments and
allocation of premiums, page 5.)
 
WHAT MAKES MY POLICY VARIABLE?
 
   
Your POLICY is described as variable because the death benefit may, and the
POLICY VALUE will 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 our GENERAL ACCOUNT and to one or
more SUBACCOUNTS of the SEPARATE ACCOUNT. Amounts allocated to the GENERAL
ACCOUNT earn a current declared interest rate, subject to the minimum guaranteed
rate shown on the POLICY Schedule. Currently three FUNDS are available for
investment by the SUBACCOUNTS: the Lincoln National Growth and Income FUND,
Inc., the Lincoln National Special Opportunities FUND, Inc., and American
Variable Insurance SERIES, which consists of ten FUNDS. Each of the FUNDS has
its own investment objective:
    
 
THE LINCOLN NATIONAL GROWTH AND INCOME FUND, INC. -- The investment objective is
long-term capital appreciation. The FUND buys stocks of established companies.
 
   
THE LINCOLN NATIONAL SPECIAL OPPORTUNITIES FUND, INC. -- The investment
objective is maximum capital appreciation. The FUND primarily invests in
mid-size companies whose stock have significant growth potential. Current income
is a secondary consideration.
    
 
   
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 nonconvertible preferred stocks. [PLEASE NOTE: AS OF THE DATE OF THIS
PROSPECTUS, THE GLOBAL SMALL CAPITALIZATION FUND IS NOT YET AVAILABLE IN ALL
STATES. PLEASE CONTACT YOUR INVESTMENT DEALER FOR CURRENT INFORMATION.]
    
 
   
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 other securities with
 
                                                                               1
<PAGE>
common stock characteristics, such as convertible preferred stocks which
demonstrate the potential for appreciation and/or dividends.
 
   
THE INTERNATIONAL FUND seeks long-term growth of capital by investing primarily
in securities of issuers domiciled outside the United States.
    
 
THE GROWTH-INCOME FUND seeks growth of capital and income by investing primarily
in common stocks or other 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 a high level of current income as is consistent with the
preservation of capital by investing in a broad variety of fixed income
securities.
 
THE U.S. GOVERNMENT/AAA-RATED SECURITIES FUND seeks a high level of current
income consistent with prudent investment risk and preservation of capital by
investing primarily in a combination of securities guaranteed by the United
States Government and other debt securities rated AAA or Aaa.
 
THE CASH MANAGEMENT FUND seeks high current yield while preserving capital by
investing in a diversified selection of money market instruments.
 
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 failure to pay required premiums or due to
insufficient NET CASH SURRENDER VALUE, payment of the death benefit, or
maturity. During the FREE LOOK PERIOD, you may return the POLICY for a refund of
all premiums paid. Anytime after the FREE LOOK PERIOD and before the second
policy anniversary, you may surrender the POLICY and receive its NET CASH
SURRENDER value plus any excess sales load. (See Charges and deductions, page
7.) After the second policy anniversary, 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 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 after the first policy year. Loans and withdrawals decrease both
the death benefit and future policy values and may have federal income tax
consequences.
 
WHAT CHARGES AND DEDUCTIONS ARE MADE FROM MY POLICY?
 
Sales charges will be deducted from your POLICY in two forms (a percent of
premium charge and a CONTINGENT DEFERRED SALES CHARGE) as compensation for
distribution expenses WE incur in the sales process. These distribution expenses
include sales commissions, the cost of printing the prospectus and sales
literature, and any advertising costs.
 
PERCENT OF PREMIUM CHARGE. A sales charge of 5.95% is currently deducted from
each premium you pay.
 
   
CONTINGENT DEFERRED SALES CHARGE (CDSC). During the first 16 policy years, the
POLICY VALUE is subject to a CONTINGENT DEFERRED SALES CHARGE which is deducted
if the POLICY lapses or is surrendered. During the first policy year, the CDSC
is approximately equal to 30% of the required BASE MINIMUM PREMIUM for the
designated SPECIFIED AMOUNT. During the second policy year, the CDSC is
approximately equal to 30% of the BASE MINIMUM PREMIUM required for the first
two policy years for the designated SPECIFIED AMOUNT. Upon actual surrender in
the first two years of the POLICY, the actual CDSC is subject to certain maximum
limits. (See Charges and deductions, page 7.) During the third and subsequent
policy years, the CDSC will equal the CDSC during the second policy year times
the percent indicated in the table on the following page.
    
 
CONTINGENT DEFERRED ADMINISTRATIVE CHARGE (CDAC). During the first 16 policy
years, the POLICY VALUE is subject to a CONTINGENT DEFERRED ADMINISTRATIVE
CHARGE
 
2
<PAGE>
which is deducted if the policy lapses or is surrendered. During the first
policy year, the CDAC is approximately equal to 30% of the required BASE MINIMUM
PREMIUM for the designated SPECIFIED AMOUNT. During the second policy year, the
CDAC is approximately equal to 30% of the BASE MINIMUM PREMIUM required for the
first two policy years for the designated SPECIFIED AMOUNT. During the third and
subsequent policy years, the CDAC will equal the second year CDAC times the
percent indicated in the following table.
 
An additional CDAC will be imposed under the POLICY in the event of each
requested increase in SPECIFIED AMOUNT and applies during the 16 years following
such increase. If a requested increase in SPECIFIED AMOUNT occurs, additional
premium will be required if the current NET CASH SURRENDER VALUE is not
sufficient to cover the CDAC associated with the increase.
 
<TABLE>
<CAPTION>
DURING POLICY YEAR        PERCENT OF CDSC AND CDAC
(OR AFTER AN INCREASE)    TO BE DEDUCTED
<S>                       <C>
- --------------------------------------------------
 3                         100%
 4                         100%
 5                         100%
 6                          95%
 7                          90%
 8                          85%
 9                          80%
10                          70%
11                          60%
12                          50%
13                          40%
14                          30%
15                          20%
16                          10%
</TABLE>
 
   
SURRENDER CHARGE. The total of all CONTINGENT DEFERRED SALES CHARGES and all
CONTINGENT DEFERRED ADMINISTRATIVE CHARGES is collectively referred to as the
SURRENDER CHARGE. (See Surrender charge, on page 8.)
    
 
OTHER CHARGES AND DEDUCTIONS. The POLICY VALUE will be reduced by certain
monthly deductions equal to the sum of a monthly cost of insurance charge
(including the cost of any optional insurance benefits) and a monthly charge
equal to $6.00 per month. 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 $10 is deducted from each
withdrawal.
 
   
The daily rate of .0021917% (which is equivalent to an annual rate of .80%) of
the value of the net assets of the SEPARATE ACCOUNT is currently charged for
Lincoln Life's assumption of certain mortality and expense risks. This charge is
guaranteed not to exceed .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 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
 .35% to .86%. See page 9 for more detailed information.
    
 
HOW ARE MY POLICY BENEFITS TAXED?
 
   
The taxation of life insurance death benefits and distributions is complex and
is discussed in detail under Federal tax matters, on pages 19-21. 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 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.
    
 
LINCOLN LIFE,
THE GENERAL ACCOUNT AND
THE SEPARATE ACCOUNT
 
LINCOLN LIFE
 
Lincoln Life 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 investment management and mutual funds.
    
 
                                                                               3
<PAGE>
THE GENERAL ACCOUNT
 
   
The GENERAL ACCOUNT of Lincoln Life 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
 
   
Lincoln Life Flexible Premium Variable Life Account G (SEPARATE ACCOUNT) was
established by Lincoln Life as a separate account on May 25, 1988. 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, President's
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.
 
   
The SEPARATE ACCOUNT is divided into twelve SUBACCOUNTS. Each subaccount invests
exclusively in shares of one of the following FUNDS: the Lincoln National Growth
and Income Fund, Inc., the Lincoln National Special Opportunities Fund, Inc., or
American Variable Insurance Series. American Variable Insurance Series has ten
FUNDS available for investment by the SUBACCOUNTS: the Global Small
Capitalization 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 the FUNDS' Board of Directors
and to remedy, at Lincoln Life's own expense, any such conflict. Each SERIES
within the American Variable Insurance Series has two classes of shares,
designated as class 1 shares and class 2 shares. Class 1 and class 2 differ in
that class 2 (but not class 1) shares are subject to a 12b-1 plan for the
payment by the FUND of certain distribution-related expenses. Only class 1
shares are available under the POLICY.
    
 
There is no assurance that any of the available FUNDS will achieve its stated
objective. For a complete description of the FUNDS, please refer to the
prospectuses for the FUNDS which must accompany or precede this prospectus and
which should be read carefully.
 
THE INVESTMENT ADVISORS
 
Lincoln Investment Management Inc. (Lincoln Investment) is the investment
advisor for the Lincoln National Growth and Income Fund, Inc. and the Lincoln
National Special Opportunities Fund, Inc. Lincoln Investment is a wholly owned
subsidiary of Lincoln National Corp. Lincoln Investment has entered into a
subadvisory agreement with Vantage Global Advisors, Inc., under which the
sub-advisor may perform some or substantially all of the advisory services
required by these two FUNDS. No additional compensation from the assets of these
FUNDS will be assessed as a result of the sub-advisory agreement. Lincoln
Investment is headquartered at 200 East Berry Street, Fort Wayne, Indiana 46802,
and is registered with the Securities and Exchange Commission as an investment
adviser.
 
   
Capital Research and Management Co., an investment management organization
founded in 1931, is the investment advisor to American Variable Insurance
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.
It is also registered with the Securities and Exchange Commission as an
investment adviser.
    
 
ADDITION, DELETION, OR
SUBSTITUTION OF INVESTMENTS
 
Lincoln Life does not have control over the FUNDS and therefore cannot guarantee
that 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
 
4
<PAGE>
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
approval of the Securities and Exchange Commission, to the extent required by
the Investment Company Act of 1940 or other applicable law. Nothing contained
herein shall prevent the SEPARATE ACCOUNT from purchasing other securities for
other series or classes of policies, or from permitting a conversion between
series or classes of policies on the basis of requests made by POLICYOWNERS.
 
Lincoln Life also reserves the right to establish additional SUBACCOUNTS of the
SEPARATE ACCOUNT, each of which would invest in a new FUND or series of a FUND,
or in shares of another investment company, with a specified investment
objective. New SUBACCOUNTS may be established when, at the sole discretion of
Lincoln Life, marketing needs or investment conditions warrant, and any new
SUBACCOUNTS may be made available to existing POLICYOWNERS on a basis to be
determined by Lincoln Life. Lincoln Life may also eliminate one or more
SUBACCOUNTS if, in its sole discretion, marketing, tax, or investment conditions
warrant.
 
In the event of any such substitution or change, Lincoln Life may by appropriate
endorsement make such changes in the POLICY as may be necessary or appropriate
to reflect such substitution or change. If deemed by Lincoln Life to be in the
best interests of persons having voting rights under the policies, the SEPARATE
ACCOUNT may be operated as a management company under the Investment Company Act
of 1940, it may be deregistered under that Act in the event such registration is
no longer required, or it may be combined with other Lincoln Life separate
accounts.
 
THE POLICY
 
REQUIREMENTS FOR ISSUANCE OF A POLICY
 
   
Individuals wishing to purchase a POLICY must send a completed application to
Lincoln Life, 1300 South Clinton Street, Fort Wayne, Ind. 46802. The minimum
SPECIFIED AMOUNT of a policy is $200,000. A policy will generally be issued only
to insureds 80 years of age or younger (ages 81-85 by exception only) who supply
satisfactory evidence of insurability sufficient to Lincoln Life. Acceptance is
subject to Lincoln Life's underwriting rules and, except in California, Lincoln
Life reserves the right to reject an application for any reason.
    
 
Additional insurance on the life of other persons may be applied for by
supplemental application. Approval of the additional insurance will be subject
to evidence of insurability satisfactory to Lincoln Life.
 
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 repayments, 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 AND TRANSFER CHARGES, income tax deductions (if any), cost of
insurance charges or monthly administrative 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 values in
each SUBACCOUNT in which policy values are allocated plus any POLICY VALUE
allocated to the GENERAL ACCOUNT. 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 considerable flexibility in
determining the frequency and amount of premiums. During the first two policy
years, the POLICY will lapse unless the total of all premiums paid (minus any
partial withdrawals and minus any outstanding loans) is at all times at least
equal to the DEATH BENEFIT GUARANTEE MONTHLY PREMIUM times the number of months
since the initial POLICY date (including the current month) or the NET CASH
SURRENDER VALUE of the POLICY is
 
                                                                               5
<PAGE>
   
greater than zero. Payment of the DEATH BENEFIT GUARANTEE MONTHLY PREMIUM during
the first two policy years will guarantee that the POLICY will remain in force
for the first two policy years despite negative NET CASH SURRENDER VALUE (see
Death benefit guarantee, page 12), but continued payment of such premiums will
not guarantee that the POLICY will remain in force thereafter. The amount of the
DEATH BENEFIT GUARANTEE MONTHLY PREMIUM is based on the BASE MINIMUM PREMIUM per
$1,000 of SPECIFIED AMOUNT (determined by the INSURED'S age, sex, and
underwriting class) and includes additional amounts to cover charges for
additional benefits, monthly administrative charges, and extra COST OF INSURANCE
CHARGES for substandard risks. A table of BASE MINIMUM PREMIUMS per $1,000 of
SPECIFIED AMOUNT is in Appendix A, pages 24-25.
    
 
The OWNER may designate in the application one of several ways to pay the DEATH
BENEFIT GUARANTEE MONTHLY PREMIUM. The OWNER may elect to pay the first twelve
months of premiums in full prior to commencement of insurance coverage.
Alternatively, the OWNER may elect to pay a level PLANNED PERIODIC PREMIUM on a
quarterly or semi-annual basis sufficient to meet the premium requirements.
Premiums may also be paid monthly if paid by a pre-authorized check. Premiums,
other than the initial premium, are payable only at the Home Office of Lincoln
Life.
 
   
Each OWNER will also define a PLANNED PERIODIC PREMIUM schedule that provides
for payment of a level premium at fixed intervals for a specified period of
time. The OWNER is not required to pay premiums in accord with this schedule.
Furthermore, the OWNER has flexibility to alter the amount, frequency, and the
time period over which PLANNED PERIODIC PREMIUMS are paid. Failure to pay
PLANNED PERIODIC PREMIUMS will not of itself cause the POLICY to lapse, nor will
the payment of PLANNED PERIODIC PREMIUMS equal to or in excess of the required
DEATH BENEFIT GUARANTEE MONTHLY PREMIUMS guarantee that the POLICY will remain
in force beyond the first two policy years. Unless the POLICY is being continued
under the DEATH BENEFIT GUARANTEE, (see Death benefit guarantee, page 12), the
POLICY will lapse any time outstanding loans exceed POLICY VALUE less SURRENDER
CHARGE or POLICY VALUE less outstanding loans and less SURRENDER CHARGE is
insufficient to pay certain monthly deductions, and a grace period expires
without a sufficient payment. (See Policy lapse and reinstatement, page 15.)
Subject to the minimum premiums required to keep the POLICY in force and the
maximum premium limitations established under section 7702 of the Internal
Revenue Code 1986, as amended (the Code), an OWNER may make unscheduled premium
payments at any time in any amount during the lifetime of the INSURED until the
MATURITY DATE. Monies received that are not designated as premium payments will
be assumed to be loan repayments if there is an outstanding loan on the POLICY;
otherwise, such monies will be assumed to be an unscheduled premium payment.
    
 
PREMIUM LIMITATIONS. In no event can the total of all premiums paid, both
scheduled and unscheduled, exceed the current maximum premium limitations
established for life insurance policies to meet the definition of life
insurance, as set forth under Section 7702 of the Code. Those limitations will
vary by issue age, sex, classification, benefits provided, and even policy
duration. If at any time a premium is paid which would result in total premiums
exceeding the current maximum premium limitation, Lincoln Life will only accept
that portion of the premium which will make total premiums equal that amount.
Any part of the premium in excess of that amount will first be applied to reduce
any outstanding loan on the POLICY, and any further excess will be refunded to
the OWNER within 7 days of receipt and no further premiums will be accepted
until allowed by subsequent maximum premium limitations.
 
The tax status of a POLICY and the tax treatment of distributions from a POLICY
are dependent in part on whether or not the POLICY becomes a Modified Endowment
Contract. A POLICY will become a Modified Endowment Contract if premiums paid
into the POLICY cause the POLICY to fail the 7-pay test set forth under Section
7702A of the Code. Lincoln Life will monitor premiums paid into each POLICY
after the date of this prospectus to determine when a premium payment will
exceed the 7-pay test and cause the POLICY to become a Modified Endowment
Contract. If the OWNER has given Lincoln Life instructions that the POLICY
should not be allowed to become a Modified Endowment Contract, any premiums in
excess of the 7-pay limitation will first be applied to reduce any outstanding
loan on the POLICY, and any further excess will be refunded to the OWNER within
7 days of receipt. 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.
 
NET PREMIUMS. The net premium equals the premium paid less the percent of
premium charge (see Percent of premium charge, page 7).
 
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 various
SUBACCOUNTS of the SEPARATE ACCOUNT. Notwithstanding the allocation in the
application, all net premiums received prior to the RECORD DATE will initially
be allocated to the 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 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. Ordinarily, the POLICY will be recorded as in-force within three
business days after the later of the
 
6
<PAGE>
date we receive the last outstanding requirement or the date of underwriting
approval. 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 4.0%. 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 ($5,000 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 in 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 the program, nor will it prevent or necessarily alleviate
losses in a declining market.
 
There are no charges associated with the DCA program. In order to participate in
(or terminate participation in) the DCA program, the OWNER must complete a
written request on a form suitable to Lincoln Life.
 
EFFECTIVE DATE
 
For all coverage provided in the original application, the effective date will
be the POLICY DATE, provided the POLICY has been delivered and the 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 increase, the effective date will be the first MONTHLY ANNIVERSARY DAY
on or next following the day the application for the increase is approved.
 
For any insurance that has been reinstated, the effective date will be the first
MONTHLY ANNIVERSARY DAY on or next following the day the application for
reinstatement is approved.
 
RIGHT TO EXAMINE POLICY
 
The OWNER may, until a specified period of time has expired, examine the POLICY
and return it for refund of all premiums paid. The applicable period of time
will depend on the state in which the POLICY is issued, but will not expire
sooner than the latest of ten days after receipt of the POLICY, 45 days after
Part 1 of the application is completed, or ten days after the notice of
withdrawal right is mailed or delivered to the OWNER. Upon cancellation the
POLICY will be void from the beginning. An OWNER wanting a refund should return
the POLICY to either Lincoln Life at its Home Office or to the registered agent
who sold it.
 
POLICY TERMINATION
 
All coverage under the POLICY will terminate when any one of the following
occurs: 1) the grace period ends without payment of required premium, and the
POLICY is not being continued under the DEATH BENEFIT GUARANTEE provision, 2)
the POLICY is surrendered, 3) the INSURED dies, or 4) the POLICY matures.
 
CHARGES AND DEDUCTIONS
 
Charges will be deducted in connection with the POLICY to compensate Lincoln
Life for:
 
  1.  providing the insurance benefit set forth in the POLICY and any optional
      insurance benefits added by rider;
 
  2.  administering the POLICY;
 
                                                                               7
<PAGE>
  3.  assuming certain risks in connection with the POLICY;
 
  4.  incurring expenses in distributing the POLICY.
 
The nature and amount of these charges are described more fully below.
 
PERCENT OF PREMIUM CHARGE. A sales charge of 5.95% is deducted from each premium
paid.
 
   
CONTINGENT DEFERRED SALES CHARGE (CDSC). During the first 16 policy years, the
POLICY VALUE is subject to a CONTINGENT DEFERRED SALES CHARGE (CDSC) which is
deducted only if the POLICY lapses or is surrendered. During the first policy
year, the CDSC is approximately equal to 30% of the required BASE MINIMUM
PREMIUM for the designated SPECIFIED AMOUNT. The BASE MINIMUM PREMIUM required
varies with the age, sex, and rating class of the INSURED. To determine the
first year CDSC per $1,000 of SPECIFIED AMOUNT, multiply the base minimum found
in the table of BASE MINIMUM PREMIUMS (see Appendix A, pages 24-25) times 30%.
    
 
During the second policy year, the CDSC is approximately equal to 30% of the
BASE MINIMUM PREMIUM required for the first two POLICY years for the designated
SPECIFIED AMOUNT. To determine the second year CDSC per $1,000 of SPECIFIED
AMOUNT, multiply the BASE MINIMUM PREMIUM for the first two years times 30%. If
the resulting CDSC exceeds $22.00 per $1,000 of SPECIFIED AMOUNT, the CDSC is
reduced to $22.00 per $1,000 of SPECIFIED AMOUNT. Furthermore, upon surrender of
the POLICY at any time during the first two policy years, the maximum total
sales charges actually deducted (percent of premium charge plus CDSC) will never
exceed the following maximum: 30% of premiums paid up to the first 12 DEATH
BENEFIT GUARANTEE MONTHLY PREMIUMS, plus 10% of premiums paid up to the next 12
DEATH BENEFIT GUARANTEE MONTHLY PREMIUMS, plus 5.95% of premiums paid in excess
of those amounts.
 
During the third and subsequent policy years, the CDSC will equal the CDSC
during the second policy year times the percent indicated in the table below.
 
   
CONTINGENT DEFERRED ADMINISTRATIVE CHARGE (CDAC). During the first 16 policy
years, the POLICY VALUE is subject to a CONTINGENT DEFERRED ADMINISTRATIVE
CHARGE (CDAC) which is deducted only if the POLICY lapses or is surrendered.
During the first policy year, the CDAC is approximately equal to 30% of the
required BASE MINIMUM PREMIUM for the designated SPECIFIED AMOUNT. To determine
the first year CDAC per $1,000 of SPECIFIED AMOUNT, multiply the BASE MINIMUM
PREMIUM found in the table of BASE MINIMUM PREMIUMS (see Appendix A, pages
24-25) times 30%.
    
 
During the second policy year, the CDAC is approximately equal to 30% of the
BASE MINIMUM PREMIUM required for the first two policy years for the designated
SPECIFIED AMOUNT. To determine the second year CDAC per $1,000 of SPECIFIED
AMOUNT, multiply the BASE MINIMUM PREMIUM for the first two years times 30%. If
the resulting CDAC exceeds $22.00 per $1,000 of SPECIFIED AMOUNT, the CDAC will
be reduced to $22.00 per $1,000 of SPECIFIED AMOUNT.
 
During the third and subsequent policy years the CDAC will equal the CDAC during
the second policy year times the percent indicated in the table below.
 
An additional CDAC will be imposed under the POLICY in the event of each
requested increase in SPECIFIED AMOUNT. The additional CDAC is an amount per
$1,000 of increased SPECIFIED AMOUNT and will be deducted upon the surrender of
the POLICY at any time during the 16 years following such increase. The amount
of the CDAC will be equal to the CDAC that would apply to a newly issued policy
at the age of the INSURED at the time of the increase. The percentage of the
CDAC applicable in any year after the increase is shown in the following table,
where policy year is calculated from the date of the increase.
 
<TABLE>
<CAPTION>
DURING POLICY YEAR        PERCENT OF CDSC AND CDAC
(OR AFTER AN INCREASE)    TO BE DEDUCTED
<S>                       <C>
- --------------------------------------------------
 3                         100%
 4                         100%
 5                         100%
 6                          95%
 7                          90%
 8                          85%
 9                          80%
10                          70%
11                          60%
12                          50%
13                          40%
14                          30%
15                          20%
16                          10%
</TABLE>
 
When the OWNER requests an increase in the SPECIFIED AMOUNT, no additional
premium is required provided that the current NET CASH SURRENDER VALUE is
sufficient to cover the CDAC associated with the increase, as well as the
increase in the cost of insurance charges which result from the increase in
SPECIFIED AMOUNT. However, if the NET CASH SURRENDER VALUE is insufficient to
cover such costs, additional premium will be required for the increase to be
granted, and the percent of premium charge will be deducted from that additional
premium.
 
SURRENDER CHARGE. The total of all contingent deferred sales charges and all
contingent deferred administrative charges are collectively referred to as the
SURRENDER CHARGE. The SURRENDER CHARGES for the first 5 years are shown in
Appendix B. For SURRENDER CHARGES during policy years 6 through 16 the values
shown in Appendix B should be multiplied by the percentages given in the table
under Charges and deductions above. For
 
8
<PAGE>
increases in the SPECIFIED AMOUNT, additional SURRENDER CHARGES apply. During
the first year after an increase, the additional SURRENDER CHARGES are
calculated by multiplying the values in Appendix B by one-fourth. During years
2-5 after an increase, the values in Appendix B should be multiplied by
one-half. During years 6 through 16 after an increase, the values in Appendix B
are multiplied by one-half and by the percentage given in the table above.
 
MONTHLY DEDUCTIONS. On the POLICY DATE and on each MONTHLY ANNIVERSARY DAY
following, deductions will be made from the POLICY VALUE. These deductions are
of two types: a monthly administrative charge and a monthly cost of insurance
charge. Ordinarily, the monthly deductions are deducted from the POLICY VALUE in
proportion to the values in the GENERAL ACCOUNT and the SUBACCOUNTS. The monthly
deductions may be made by some other method if requested by the OWNER, and if
such method is acceptable to Lincoln Life.
 
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 GENERAL ACCOUNT and the SUBACCOUNTS. The cost of insurance charges
may be made by some other method if requested by the OWNER, and if such method
is acceptable to Lincoln Life.
 
The cost of insurance charges depend upon a number of variables, and the cost
for each policy month can vary from month to month. It will depend, among other
things, on the amount for which Lincoln Life is at risk to pay in the event of
the INSURED'S death. On each MONTHLY ANNIVERSARY DAY, Lincoln Life will
determine the monthly cost of insurance for the following month as equal to:
 
  a.  the death benefit on the MONTHLY ANNIVERSARY DAY; divided by
 
  b.  1.0032737 (the monthly interest factor equivalent to an annual interest
      rate of 4%); minus,
 
  c.  the POLICY VALUE on the MONTHLY ANNIVERSARY DAY without regard to the cost
      of insurance; divided by
 
  d.  1,000; the result multiplied by
 
  e.  the applicable cost of insurance rate per $1,000 as described below.
 
   
The cost of insurance rates are based on the sex, ATTAINED AGE, and rate class
of the person insured. 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 are not
based on sex. The monthly cost of insurance rates may be changed by Lincoln Life
from time to time. A change in the cost of insurance rates will apply to all
persons of the same ATTAINED AGE, sex and rate class and whose policies have
been in effect for the same length of time. The cost of insurance rates will not
exceed those described in the table of guaranteed maximum insurance rates shown
in the POLICY. For ATTAINED AGES under sixteen, these rates are based on the
1980 Commissioner's Standard Ordinary Mortality Table, age last birthday; or for
ATTAINED AGES sixteen and over, depending on the smoking status of the INSURED,
these rates are based on the 1980 Commissioner's Standard Ordinary Mortality
Table, age last birthday, or the 1980 Commissioner's Standard Ordinary Smoker
Mortality Table, age last birthday. Standard rate classes have guaranteed rates
which do not exceed 100% of the applicable table.
    
 
The rate class of an insured will affect the cost of insurance rate. Lincoln
Life currently places insureds into a standard rate class or rate classes
involving a higher mortality risk. In an otherwise identical policy, insureds in
the standard rate class will have a lower cost of insurance than those in the
rate class with the higher mortality risk. The standard rate class is also
divided into four categories: preferred nonsmoker, standard nonsmoker, preferred
smoker, and standard smoker. Insureds who are standard nonsmoker or preferred
nonsmoker will generally incur a lower cost of insurance than those insureds who
are in the smoker rate classes. Likewise, insureds who are preferred smoker or
preferred nonsmoker will generally incur a lower cost of insurance than
similarly situated insureds who are standard smoker or standard nonsmoker
respectively.
 
MONTHLY ADMINISTRATIVE CHARGE. A monthly administrative charge of $6 is deducted
from the POLICY VALUE each month the POLICY is in force to compensate Lincoln
Life for continuing administration of the POLICY, premium billings, overhead
expenses, and other miscellaneous expenses. Lincoln Life does not anticipate any
profits from this charge. This charge is guaranteed not to increase during the
life of the POLICY.
 
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. The charge has 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 fees of the investment advisor, but also other miscellaneous expenses
incurred by those FUNDS.
 
                                                                               9
<PAGE>
The asset management charges, 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            MISC.
FUND                      MGT. CHARGE*     EXPENSES*      TOTAL*
- --------------------------------------------------------------------
<S>                       <C>              <C>            <C>
LINCOLN NATIONAL FUNDS:
Growth and Income                  .32%            .03%         .35%
Special Opportunities              .37%            .05%         .42%
AMERICAN VARIABLE
INSURANCE SERIES:
Global Small
Capitalization**                   .80%            .06%         .86%
Global Growth***                   .71%            .05%         .76%
Growth                             .41%            .01%         .42%
International                      .58%            .09%         .67%
Growth-Income                      .36%            .01%         .37%
Asset Allocation                   .45%            .02%         .47%
High-Yield Bond                    .50%            .02%         .52%
Bond                               .53%            .02%         .55%
U.S. Gov't/AAA-Rated               .51%            .02%         .53%
Cash Management                    .45%            .02%         .47%
</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
November 30, 1997.
    
 
See the FUNDS' prospectuses for more complete information about the expenses of
the FUNDS.
 
MORTALITY AND EXPENSE RISK CHARGE. Lincoln Life deducts a daily charge as a
percent of the assets of the SEPARATE ACCOUNT as a mortality and expense risk
charge. This charge has the effect of reducing GROSS INVESTMENT RESULTS credited
to the SUBACCOUNTS. The daily rate currently charged is .0021917% (which is
approximately equal to an annual rate of .80%) of the value of the net assets of
the SEPARATE ACCOUNT. This deduction may increase or decrease, but is guaranteed
not to exceed .90% in any policy year.
 
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.
 
OTHER CHARGES. Two other miscellaneous charges are occasionally incurred: a
withdrawal charge and a transfer charge. The withdrawal charge is incurred when
the OWNER of the POLICY requests a withdrawal from the POLICY VALUE; the charge
is deducted from the withdrawn amount and the balance is paid to the OWNER.
Withdrawals may be made any time after the first policy year, but only one
withdrawal may be made per year. The withdrawal charge is $10 for each
withdrawal.
 
The transfer charge is incurred when the OWNER requests that funds be
transferred from one subaccount or the GENERAL ACCOUNT to another subaccount or
the GENERAL ACCOUNT. The transfer charge is $10, and is deducted from the amount
transferred; however, the transfer charge is currently being waived for all
transfers.
 
Lincoln Life also reserves the right to deduct from the POLICY VALUE any amounts
charged for federal or other governmental income taxes that might result from a
change in the current tax laws. Current tax laws do not charge income taxes on
the POLICY VALUE.
 
REDUCTION OF CHARGES
 
   
The percent of premium charge, SURRENDER CHARGE, and the monthly administrative
charge set forth in this prospectus may be reduced because of special
circumstances that result in lower sales, administrative, or mortality expenses.
For example, special circumstances may exist in connection with sales to Lincoln
Life policyowners, or sales to employees of Lincoln Life. The amounts of any
reductions will reflect the reduced sales effort and administrative costs
resulting from, or the differences in expected death claims as a result of, the
special circumstances. Reductions will not be unfairly discriminatory against
any person, including the affected policyowners and owners of all other policies
funded by the SEPARATE ACCOUNT.
    
 
TERM CONVERSION CREDITS
 
Lincoln Life currently has a term conversion program which gives premium credits
to the POLICY if the OWNER is converting from a term insurance policy that meets
certain requirements. Term insurance policies issued by Lincoln Life or by any
other life insurance company may be considered for conversion to the POLICY
under this program and for possible term conversion credits. Except for
guaranteed term conversion privileges provided under some Lincoln Life term
insurance policies or otherwise provided by special agreement, all term
insurance policy conversions are subject to evidence of insurability
satisfactory to Lincoln Life. All conversion credits are deposited in the POLICY
without the percent of premium charge. The amount of the term conversion credits
and the requirements for qualification for those credits is subject to change by
Lincoln Life, but such changes will not be unfairly discriminatory against any
person, including the affected policyowners and owners of all other policies
funded by the SEPARATE ACCOUNT.
 
10
<PAGE>
POLICY BENEFITS
 
DEATH BENEFIT AND DEATH BENEFIT TYPES
   
As long as the POLICY remains in force (see Policy lapse and reinstatement, page
15), Lincoln Life will, upon proof of the INSURED'S death, pay the death benefit
PROCEEDS of the POLICY to the named BENEFICIARY in accordance with the
designated death benefit type. 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 15.) The death benefit PROCEEDS payable under the designated death
benefit type will be increased by any unearned loan interest, and will be
reduced by any outstanding loan and any due and unpaid charges. (See Policy
lapse and reinstatement, page 15.) These PROCEEDS will be further increased by
any additional insurance on the INSURED provided by rider.
    
 
   
The POLICY offers two death benefit types: Type 1, basic coverage, and Type 2,
basic plus POLICY VALUE coverage. Generally, the OWNER designates the death
benefit type in the application. The OWNER may change the death benefit type at
any time. (See Policy changes, page 12.)
    
 
TYPE 1. 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.
 
TYPE 2. The death benefit is equal to the greater of the SPECIFIED AMOUNT plus
the POLICY VALUE 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.
 
Under a Type 1 basic coverage, the net amount at risk decreases as the POLICY
VALUE increases. (The net amount at risk is equal to the death benefit less the
POLICY VALUE.) Under a Type 2 basic plus POLICY VALUE coverage, the net amount
at risk remains constant, so the cost of insurance deduction will be relatively
higher on a Type 2 basic plus POLICY VALUE coverage than on a Type 1 basic
coverage. As a result, POLICY VALUES under a Type 1 basic coverage tend to
increase faster than under a Type 2 basic plus POLICY VALUE coverage, assuming
favorable investment performance. Because of this, policyowners that are more
interested in achieving higher POLICY VALUES more quickly (assuming favorable
investment experience) would be more likely to select a Type 1 basic coverage.
In contrast, the death benefit under Type 2 will increase or decrease as the
POLICY VALUE increases or decreases. Consequently, policyowners who are more
interested in increasing total death benefits (assuming favorable investment
experience) would be more likely to select a Type 2 basic plus POLICY VALUE
coverage.
 
*The specified percentages are shown in the table below:
 
<TABLE>
<CAPTION>
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 both examples, assume that the INSURED is under the age of 40 and
that there is no outstanding policy loan.
 
Under Type 1, a POLICY with a SPECIFIED AMOUNT of $250,000 will generally pay
$250,000 in life insurance death benefits. However, because life insurance death
benefits 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 taken out of 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.
 
Under Type 2, a POLICY with a SPECIFIED AMOUNT of $250,000 will generally pay
life insurance death benefits of $250,000 plus POLICY VALUE. Thus, for example,
a POLICY with a SPECIFIED AMOUNT of $250,000 and POLICY VALUE of $50,000 will
yield a life insurance death benefit equal to $300,000 ($250,000 + $50,000); a
POLICY VALUE of $100,000 will yield a life insurance death benefit of
 
                                                                              11
<PAGE>
$350,000 ($250,000 + $100,000). The life insurance death benefit cannot,
however, be less than 250% (the applicable specified percentage) of POLICY
VALUE. As a result, if the POLICY VALUE of the POLICY exceeds $166,667, the life
insurance death benefit will be greater than the SPECIFIED AMOUNT plus POLICY
VALUE. Each additional dollar added to POLICY VALUE above $166,667 will increase
the life insurance death benefit by $2.50. A POLICY with a POLICY VALUE of
$200,000 will therefore have a life insurance death benefit of $500,000 (250% X
$200,000); a POLICY VALUE of $500,000 will yield a life insurance death benefit
of $1,250,000 (250% X $500,000); a POLICY VALUE of $1,000,000 will yield a life
insurance death benefit of $2,500,000 (250% X $1,000,000).
 
Similarly, any time POLICY VALUE exceeds $166,667, each dollar withdrawn from
POLICY VALUE will reduce the life insurance death benefit by $2.50. If at any
time, however, POLICY VALUE multiplied by the specified percentage is less than
the SPECIFIED AMOUNT plus POLICY VALUE, then the life insurance death benefit
will be the SPECIFIED AMOUNT plus POLICY VALUE.
 
The above examples describe scenarios which include 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.
 
DEATH BENEFIT GUARANTEE
 
Lincoln Life expects payment of the required DEATH BENEFIT GUARANTEE MONTHLY
PREMIUMS will be sufficient, when combined with NET INVESTMENT RESULTS, to pay
for all charges to the POLICY during the first two policy years, and thereby
provide life insurance protection on the INSURED for that period. In some
situations, however, the combination of poor NET INVESTMENT RESULTS and monthly
deductions could result in the NET CASH SURRENDER VALUE being reduced to zero.
In such situations, Lincoln Life will continue the POLICY in force for the first
two policy years, provided the DEATH BENEFIT GUARANTEE MONTHLY PREMIUM
requirement continues to be met. Lincoln Life makes no charge for this
additional benefit.
 
POLICY CHANGES
 
CHANGE IN TYPE OF DEATH BENEFIT. The OWNER may also change the type of death
benefit coverage from Type 1 to Type 2 or from Type 2 to Type 1. The request for
such a change must be made in writing on a form suitable to Lincoln Life. The
change will be effective on the first MONTHLY ANNIVERSARY DAY on or next
following the day Lincoln Life receives the request. No change in the type of
death benefit will be allowed if the resulting SPECIFIED AMOUNT would be less
than the minimum SPECIFIED AMOUNT of $50,000.
 
If the change is from Type 1 to Type 2, the INSURED'S SPECIFIED AMOUNT after
such change will be equal to the INSURED'S SPECIFIED AMOUNT prior to such change
minus the policy value on the date of change.
 
If the change is from Type 2 to Type 1, the INSURED'S SPECIFIED AMOUNT after
such change will be equal to the INSURED'S SPECIFIED AMOUNT prior to such change
plus the POLICY VALUE on the date of change.
 
CHANGES IN AMOUNT OF INSURANCE COVERAGE. In addition to the above changes, the
OWNER may request to increase or decrease the SPECIFIED AMOUNT at any time. The
request for such a change must be from the OWNER and in writing on a form
suitable to Lincoln Life. Any decrease will become effective on the first
MONTHLY ANNIVERSARY DAY on or next following the day the request is received by
Lincoln Life. Any such decrease will reduce insurance first against insurance
provided by the most recent increase, next against the next most recent
increases successively, and finally against insurance provided under the
original application. The SPECIFIED AMOUNT after any requested decrease may not
be less than $50,000. Any request for an increase must be applied for on a
supplemental application. Such increase will be subject to evidence of
insurability satisfactory to Lincoln Life and to its issue rules and limits at
the time of increase. Furthermore, such increase will not be allowed unless the
NET CASH SURRENDER VALUE is sufficient to cover the next monthly deductions and
the SURRENDER CHARGE for the increase. Any increase will become effective on the
first MONTHLY ANNIVERSARY DAY on or next following the day the application for
increase is approved.
 
POLICY VALUE
 
The POLICY provides for the accumulation of POLICY VALUE, which is calculated as
often as the assets of the SEPARATE ACCOUNT are valued. The POLICY VALUE will
vary with the investment performance of the GENERAL ACCOUNT and of the SEPARATE
ACCOUNT, as well as other factors. In particular, POLICY VALUE also depends on
any premiums received, any POLICY loans, and any charges and deductions assessed
the POLICY. The POLICY has no guaranteed minimum POLICY VALUE.
 
On the POLICY DATE, the POLICY VALUE will be the initial net premium, minus the
sum of the following:
 
  a.  The monthly administrative charge;
 
  b.  The cost of insurance for the first month;
 
  c.  Any charges for extra benefits.
 
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;
 
12
<PAGE>
  c.  Interest at not less than an annual rate of 4.0% (the GENERAL ACCOUNT
      guaranteed interest rate) on amounts allocated to the GENERAL ACCOUNT;
 
  d.  Interest at not less than an annual rate of 4.0% on any outstanding loan
      amount;
 
  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;
 
  h.  Any amount charged against the INVESTMENT AMOUNT for federal or other
      governmental income taxes;
 
  i.  The monthly administrative charge;
 
  j.  The cost of insurance for the following month;
 
  k.  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 an annual rate of 4.0% (the GENERAL ACCOUNT
      guaranteed interest rate) on amounts allocated to the GENERAL ACCOUNT;
 
  d.  Interest at not less than an annual rate of 4.0% on any outstanding loan
      amount;
 
  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;
 
  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, 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 to the subaccount by the fund during the period.
    
 
The value of the assets in the FUNDS will be taken at their fair market value in
accordance with accepted accounting practices and applicable laws and
regulations.
 
TRANSFER BETWEEN SUBACCOUNTS
 
Any time after the RECORD DATE, the OWNER may request to transfer an amount from
one subaccount to another. The request to transfer FUNDS must be in writing on a
form suitable to Lincoln Life; transfers may be made by telephone request only
if the owner has previously authorized telephone transfers 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 transfers,
including requiring certain identifying information contained in the written
authorization. If such procedures are followed, Lincoln Life will not be liable
for any loss arising from any telephone transfer. Transfers will take effect on
the date that the request is received at the Home Office at Lincoln Life. A
transfer charge of $10 is made for each transfer and is deducted from the amount
transferred; however, the transfer charge is currently being waived for all
transfers. The minimum amount which may be transferred between SUBACCOUNTS is
$100. The maximum number of transfers allowed in a policy year is twelve.
 
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 unloaned POLICY VALUE in 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 6 policy months. There is no minimum transfer amount;
however, if the unloaned amount in the GENERAL ACCOUNT is $500 or less, the
OWNER may transfer the entire unloaned 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.
 
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
 
                                                                              13
<PAGE>
   
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
17.)
    
 
   
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 19-21.)
    
 
   
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 15.)
    
 
LOAN INTEREST. Interest on any loan will be payable annually in advance at an
annual rate of 6.0%, which is 6.38% effective annual rate of interest. 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. Ordinarily the amount of any loan or unpaid
loan interest will be deducted from the GENERAL ACCOUNT and the SUBACCOUNTS in
proportion to the value in each. The deduction may be made by some other method
if the OWNER requests, and if such method is acceptable to Lincoln Life. Amounts
deducted from the SEPARATE ACCOUNT will be transferred to the Lincoln Life
GENERAL ACCOUNT, where they will earn interest at an annual rate of not less
than 4.0%; currently, loaned amounts earn interest at an annual rate of 4.95%.
The amount will remain a part of the POLICY VALUE, but will not be increased or
decreased by investment results in the SEPARATE ACCOUNT. Therefore, the POLICY
VALUE could be more or less than what it would have been if the policy loan had
not been made, depending on the investment results in the SEPARATE ACCOUNT
compared to the interest credited to the assets transferred to the GENERAL
ACCOUNT to secure the loan. In this way, a loan may have a permanent effect upon
both the POLICY VALUE and the death benefit and may increase the potential for
policy lapse. In addition, outstanding policy loans reduce the death benefit.
 
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, maturity, or death of the INSURED will be deducted from
the amount otherwise payable.
 
WITHDRAWALS
 
   
Any time after the first policy year, and 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 $500 and
only one withdrawal may be made during a policy year. During any year in which
the SURRENDER CHARGE is greater than zero, the amount of the withdrawal may not
be more than 20% of the NET CASH SURRENDER VALUE (except that Lincoln Life has
the current practice of waiving the 20% limitation after the tenth policy year).
During any year in which the SURRENDER CHARGE is equal to zero, the amount of
the withdrawal may not be more than the NET CASH SURRENDER VALUE. A charge of
$10 is made for each withdrawal and is deducted from the withdrawn amount; the
balance is paid to the OWNER. The OWNER should be aware that withdrawals may
result in the OWNER incurring a tax liability. (See Federal tax matters, pages
19-21.)
    
 
DEDUCTION OF WITHDRAWAL. When a withdrawal is made, the POLICY VALUE will be
reduced by the amount of the withdrawal. The amount will be deducted from the
GENERAL ACCOUNT and the SUBACCOUNTS in proportion to the values in the GENERAL
ACCOUNT and the SUBACCOUNTS. The deduction may be made by some other method if
the OWNER requests it, and if such method is acceptable to Lincoln Life.
 
   
EFFECT OF WITHDRAWALS ON DEATH BENEFIT AND COST OF INSURANCE. A withdrawal may
affect the death benefit amount in one of several ways. First, if the death
benefit type is Type 1, the SPECIFIED AMOUNT will automatically be reduced by
the amount of the withdrawal, and thus will lower the death benefit by the same
amount. If the death benefit is Type 2, this reduction in the SPECIFIED AMOUNT
does not occur, but the death benefit is lowered by the amount the POLICY VALUE
is decreased by the withdrawal. In addition, since the death benefit is required
to be at least equal to the specified percentage multiplied times the POLICY
VALUE, a reduction in the POLICY VALUE will sometimes result in a reduction in
the death benefit equal to the specified percentage times the reduction in
POLICY VALUE. (See Death benefit and death benefit types, page 11.) In such
cases, where the death benefit is reduced by an amount greater than the
withdrawal, the subsequent cost of insurance will be reduced (under either type
of death benefit) to reflect the excess reduction in death benefit.
    
 
No withdrawal will be allowed if the resulting insured's SPECIFIED AMOUNT would
be less than $50,000. The request
 
14
<PAGE>
for withdrawal must be in writing on a form suitable to Lincoln Life.
 
   
Ordinarily, withdrawals will be processed within seven days from the date the
request for a withdrawal is received at the Home Office of Lincoln Life. Payment
of the withdrawal amount may be postponed under certain circumstances. (See
Postponement of payments, page 17.)
    
 
POLICY LAPSE AND REINSTATEMENT
 
   
During the first two policy years, insurance coverage under the POLICY will be
continued in force as long as the total premiums paid (minus any partial
withdrawals and minus any outstanding loans) equals or exceeds the DEATH BENEFIT
GUARANTEE MONTHLY PREMIUM times the number of months since the policy date,
including the current month. Unless coverage is being continued under the DEATH
BENEFIT GUARANTEE (see Death benefit guarantee, page 12) lapse will occur when
the POLICY VALUE less SURRENDER CHARGES and less outstanding loans is
insufficient to cover the monthly deductions and the 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. Regardless of premium payments or current NET CASH
SURRENDER VALUE, coverage will never be continued beyond the MATURITY DATE of
the POLICY.
    
 
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. If lapse occurs during the first two policy years, any
excess sales charge will be returned to the OWNER. If the INSURED dies during
the grace period, regardless of the cause of the grace period, any due and
unpaid monthly deductions will be deducted from the death benefit.
 
A lapsed policy may be reinstated at any time within five years after the date
of lapse and before the MATURITY DATE by submitting evidence of insurability
satisfactory to Lincoln Life and a premium sufficient to keep the POLICY in
force for two months. The effective date of a reinstatement will be the first
MONTHLY ANNIVERSARY DAY on or next following the day the application for
reinstatement is approved.
 
SURRENDER OF THE POLICY
 
The OWNER may surrender the POLICY at any time during the lifetime of the
INSURED and receive the NET CASH SURRENDER VALUE. The NET CASH SURRENDER VALUE
is equal to the POLICY VALUE minus any SURRENDER CHARGE, minus any outstanding
loan and plus any unearned loan interest. If surrender occurs during the first
two policy years, any excess sales charge will be returned to the OWNER. 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 surrender of the POLICY may
have tax consequence.
 
PROCEEDS AND PAYMENT OPTIONS
 
PROCEEDS. The amount payable under the POLICY on the MATURITY DATE, on the
surrender of the POLICY, or upon the death of any INSURED person is called the
PROCEEDS of the POLICY.
 
The PROCEEDS to be paid on the death of the INSURED will be the death benefit
minus any outstanding POLICY loan, and plus any unearned loan interest. The
PROCEEDS to be paid on the surrender of the policy or on the MATURITY DATE will
be the NET CASH SURRENDER VALUE.
 
Any amount to be paid at the death of the INSURED or any other termination of
this POLICY will be paid in one sum unless otherwise provided. Interest will be
paid on this amount from date of death or maturity to date of payment at a
specified rate, not less than that required by law. All or part of the sum of
this amount and such interest credited to date of payment will be applied to any
payment option.
 
To the extent allowed by law, PROCEEDS are not to be subject to any claims of a
BENEFICIARY'S creditors.
 
PAYMENT OPTIONS. Upon written request, all or part of the PROCEEDS and interest
credited thereon may be applied to any payment option available from Lincoln
Life at the time payment is to be made. Under certain conditions, payment
options will only be available with the consent of Lincoln Life. Such conditions
will exist if the PROCEEDS to be settled under any option are $2,500 or less, or
if any installment or interest payment is $25 or less. In addition, if any payee
is a corporation, partnership, association, trustee, or assignee, approval by
Lincoln Life is needed before any PROCEEDS can be applied to a payment option.
 
The OWNER may elect any payment option while the INSURED is alive and may change
that election if that right has been reserved. When the PROCEEDS become payable
to a BENEFICIARY, the BENEFICIARY may elect any payment option if the PROCEEDS
are available to the BENEFICIARY in one sum.
 
The OPTION DATE is any date the POLICY terminates under the termination
provision.
 
                                                                              15
<PAGE>
   
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. The payment option elected,
as well as the time the election is made, may have tax consequences.
    
 
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, plus any unearned loan interest, minus any
prior withdrawals, and minus the cost of any riders.
 
If the INSURED commits suicide, while sane or insane, within two years from the
effective date of any increase in insurance, our total liability with respect to
such increase will be its cost of insurance and monthly charges.
 
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 since the effective date of the
reinstatement, minus any policy loan, plus any loan interest, minus any prior
withdrawals, and minus the cost of any riders.
 
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 from the POLICY
DATE during the lifetime of the INSURED. Also, any increase in coverage or any
reinstatement will not be contestable after that increase or reinstatement has
been in force two years from its effective date during the lifetime of the
INSURED. Any contest will then be based only on the application for the increase
or reinstatement and will be subject to the same conditions as for contest of
the POLICY.
 
INCORRECT AGE OR SEX
 
If there is an error in the age or sex of the INSURED, the excess of the death
benefit over the POLICY VALUE will be adjusted to that which would be purchased
by the most recent cost of insurance at the correct age and sex. The resulting
death benefit will not be less than the percentage of the POLICY VALUE required
by the death benefit provision at the INSURED'S correct age.
 
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.
 
16
<PAGE>
If not otherwise provided, the interest of any BENEFICIARY who dies before the
INSURED will pass to any other beneficiaries according to their interest.
Furthermore, if no BENEFICIARY survives the INSURED, the PROCEEDS will be paid
in one sum to the OWNER, if living. If the OWNER is not living, the PROCEEDS
will be paid to the OWNER'S estate.
 
ASSIGNMENT
Any assignment of the POLICY will not be binding on Lincoln Life unless it is in
writing on a form suitable to Lincoln Life and is received at the Home Office.
Lincoln Life will not be responsible for the validity of any assignment, and
reserves the right to require the POLICY for endorsement of any assignment. An
assignment of the POLICY may have tax consequences.
 
REPORTS AND RECORDS
Lincoln Life will maintain all records relating to the SEPARATE ACCOUNT. Lincoln
Life will mail to the OWNER at least once each year a report, without charge,
which will show the current POLICY VALUE, the current NET CASH SURRENDER VALUE,
the current death benefit, any current policy loans, any premiums paid, any cost
of insurance charges deducted, and any withdrawals made. The report will also
include any other data that may be required where the contract is delivered.
 
In addition, Lincoln Life will provide to policyowners semiannually, 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.
 
Lincoln Life has entered into an agreement with Delaware Management Holdings,
Inc., 2005 Market Street, Philadelphia, PA 19203, 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 D and will be based on assumptions in regard to the death benefit as
may be specified by the OWNER, planned premium payments as may be specified by
the OWNER, and such other assumptions as are necessary and specified either by
the OWNER or Lincoln Life. A reasonable fee may be charged for this projection.
 
POSTPONEMENT OF PAYMENTS
Payments of any amount payable on surrender, loan, or benefits payable at death
or maturity may be postponed whenever: (i) the New York Stock Exchange is closed
other than customary week-end and holiday closings, or trading on the New York
Stock Exchange is restricted as determined by the Securities and Exchange
Commission; (ii) the Commission by order permits postponement for the protection
of OWNERS; or (iii) an emergency exists, as determined by the Commission, as a
result of which disposal of securities is not reasonably practical or it is not
reasonably practical to determine the value of the SEPARATE ACCOUNT'S net
assets. Transfers may also be postponed under such circumstances.
 
Requests for surrenders or policy loans of POLICY VALUES representing premiums
paid by check may be delayed until such time as the check has cleared the
OWNER'S bank.
 
RIDERS
The availability of the riders listed below 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.
 
TERM RIDER FOR COVERED INSURED. The spouse and/or children of the Primary
Insured may be added as an Other Insured on the base plan. Likewise, other
individuals can be added as an Other Insured. The Term Rider for Covered Insured
is a term rider available for issue ages 0 to 80 and the cost of insurance is
deducted monthly for this benefit. Up to three such riders may be added to a
base policy. The maximum amount which may be issued on any rider equals the
amount of coverage on the POLICY multiplied times 19. The minimum amount is
$10,000 for each Other Insured.
 
CHILDREN'S TERM RIDER. The Children's Term Rider is a term rider available for
children (natural, adopted, or stepchild) of the Primary Insured. Children 15
days to age 24 inclusive are covered. The rider is available in units of $1,000
with a minimum of $2,000 and a maximum of $20,000 per any one family. The cost
of insurance for this rider is deducted monthly.
 
GUARANTEED INSURABILITY RIDER. This rider is available for issue ages 0 to 40
and it is available for the Primary Insured, and/or those covered under the Term
Rider for Covered Insured. This rider allows the Covered Insured to purchase,
without evidence of insurability, additional insurance on the OPTION DATES, or
alternate OPTION DATES. It can be purchased in units of $1,000, with a minimum
amount of $10,000 and a maximum amount of $100,000 or the SPECIFIED AMOUNT, if
less. Total amount of options exercised may not exceed five times the option
amount. There are eight regular OPTION DATES, beginning at age 25, every three
years thereafter, and the last option is at age 46. An alternate OPTION DATE
will occur three months after marriage, birth of a child, or adoption of a
child. Exercising an alternate OPTION DATE reduces the next regular OPTION DATE.
This rider is not available for substandard risks. The cost of insurance for
this rider is deducted monthly from the POLICY VALUE.
 
ACCIDENTAL DEATH BENEFIT RIDER. This rider is available for the Primary Insured,
and/or those covered
 
                                                                              17
<PAGE>
under the Term Rider for Covered Insured. The Accidental Death Benefit Rider
provides an additional life insurance benefit in the case of accidental death.
It is available for ages 5 through 69. The minimum amount which can be purchased
is $10,000 and the maximum amount is two times the SPECIFIED AMOUNT on the
Covered Insured, not to exceed a total of $350,000 in all policies, in all
companies, for that INSURED. The cost of insurance for this rider is deducted
monthly from the POLICY VALUE.
 
WAIVER OF COST OF INSURANCE RIDER. This rider is available for ages 5 through
64. it waives the total cost of insurance for the POLICY, the monthly charge,
and the cost of any additional benefit riders, after the Primary Insured has
been totally disabled for six consecutive months and the claim for total
disability has been approved. The cost of insurance for this rider is deducted
monthly from the POLICY VALUE.
 
DISABILITY BENEFIT PAYMENT RIDER. This rider is available for ages 5 through 64.
If the Covered Insured (Primary Insured or other insureds) under this rider has
been totally disabled for six consecutive months, and the claim for total
disability has been approved, a disability benefit amount will be paid as a
premium to the POLICY. The minimum benefit which can be selected is $50 per
month. The maximum is two times the PLANNED PERIODIC PREMIUM. The cost of
insurance for this rider is deducted monthly from the POLICY VALUE.
 
CONVALESCENT CARE BENEFIT RIDER. This rider may be available in several forms
which differ by the amount and duration of benefit payments and also by the
conditions required to receive benefit payments. The rider is available for the
Primary Insured only and its availability may stipulate certain minimum or
maximum POLICY SPECIFIED AMOUNTS. The rider provides benefit payments when the
health of the insured is such that covered convalescent care services are
necessary. The cost of insurance for this rider is deducted monthly from the
POLICY VALUE.
 
CONTINGENT OPTION RIDER. The Contingent Option Rider is a guaranteed
insurability rider that gives the OWNER the right to purchase an additional
policy without evidence of insurability upon the death of the designated person
(the option life). Available to issue ages 20 through 80. The cost of insurance
for this rider is based on the Contingent Option Amount and is deducted monthly
from the POLICY VALUE.
 
RETIREMENT OPTION RIDER. The Retirement Option Rider is a guaranteed
insurability rider that gives the owner the right to purchase an additional
policy without evidence of insurability within 60 days after a specific date
(the OPTION DATE). The OPTION DATE, determined at the issue of the rider, may be
the OWNER'S anticipated retirement date or some other date after which
additional insurance may be needed. Available to issue ages 20 through 70. The
cost of insurance for this rider is based on the Retirement Option Amount and is
deducted monthly from the POLICY VALUE.
 
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.
 
DISTRIBUTION OF THE POLICY
 
Lincoln Life intends to offer the POLICY in all jurisdictions where it is
licensed to do business. Lincoln Life, the principal underwriter for the
POLICIES, is registered with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 as a broker-dealer and is a member of the
National Association of Securities Dealers (NASD). The principal business
address of Lincoln Life is 1300 South Clinton Street, Fort Wayne, Ind. 46802.
 
   
The POLICY will be sold by registered representatives of broker dealers
(including Lincoln Life) who are licensed as Lincoln Life's life insurance
agents. These representatives ordinarily receive commissions and service fees up
to 60% of the first year required premium (the DEATH BENEFIT GUARANTEE MONTHLY
PREMIUM times 12), plus up to 3% of all other premiums paid, plus .25% of
accumulated POLICY VALUES in the third policy year and each year thereafter. The
local agency receives additional compensation on the first year required premium
and all additional premiums, plus a small percentage of accumulated policy
values. In some situations, the local agency may elect to share its commission
with the registered representative. Selling representatives are also eligible
for bonuses and non-cash compensation if certain production levels are reached.
All compensation is paid from Lincoln Life's resources, which include sales
charges made under this POLICY.
    
 
18
<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,
policyowner, or BENEFICIARY may be altered.
 
TAX STATUS OF THE POLICY
 
Section 7702 of the Internal Revenue Code of 1986, as amended (the Code)
includes a definition of a life insurance contract for federal tax purposes.
This definition can be satisfied by complying with either of two tests set forth
in section 7702. Although the Secretary of the Treasury (the Treasury) is
authorized to prescribe regulations interpreting the manner in which the tests
under section 7702 are to be applied, such regulations have not been issued. In
addition, section 7702 of the Code was amended by imposing certain modified
requirements with respect to the mortality (i.e., cost of insurance) and other
expense charges that are to be used in determining compliance of the policies
with section 7702. Guidance as to how these modified requirements are to be
applied is extremely limited. If a POLICY was determined not to be a life
insurance contract for purposes of section 7702, such POLICY would not provide
most of the tax advantages normally provided by a life insurance policy.
 
   
With respect to a POLICY (other than a POLICY in respect of a smoker) issued on
the basis of a standard rate class or a rate class involving a lower mortality
risk (i.e., preferred basis), while there is some uncertainty due to the lack of
regulations and the limited guidance on the modified section 7702 requirements,
Lincoln Life nonetheless believes that such a POLICY should meet the section
7702 definition of a life insurance contract. With respect to a policy issued on
a substandard basis (i.e., a rate class involving higher than standard mortality
risk), a POLICY in respect of a smoker issued on a standard rate class or a rate
class with a lower mortality risk, or a POLICY which has a last survivor of
multiple insureds or first to die of multiple insureds feature, there is even
less guidance 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
premiums refunded as required by law). For these reasons, Lincoln Life reserves
the right to modify the POLICY as necessary to qualify it as a life insurance
contract under section 7702.
    
 
Section 817(h) of the Code authorizes the Treasury to set standards by
regulation or otherwise for the investments of the SEPARATE ACCOUNT to be
"adequately diversified" in order for the POLICY to be treated as a life
insurance contract for federal tax purposes. The SEPARATE ACCOUNT, through the
various FUNDS in which it invests, intends to comply with the diversification
requirements prescribed in Treasury Regulations, which affect how each FUND'S
assets may be invested. Lincoln Life does not have control over the American
Variable Insurance Series or its investments. Nonetheless, Lincoln Life believes
that the FUNDS will be operated in compliance with the requirements prescribed
by the Treasury.
 
   
The regulations relating to diversification requirements do not provide guidance
concerning the extent to which policyowners may direct their investments to the
SUBACCOUNTS of a SEPARATE ACCOUNT. When additional guidance is provided, the
POLICY may need to be modified to comply with such guidance. As of the date of
this prospectus, the Treasury Deapartment 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 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.
 
                                                                              19
<PAGE>
A change in a POLICY'S SPECIFIED AMOUNT, a change in death benefit option, the
payment of premiums, the addition of additional insurance, a policy loan, a
partial 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.
 
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. 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
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 distributions upon
surrender and benefits paid at maturity, 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. Fourth,
the cost of insurance for certain riders which are not "qualified additional
benefits" such as the Convalescent Care Rider may be treated as distributions
from such a POLICY and taxed accordingly.
 
4. DISTRIBUTIONS FROM POLICIES NOT CLASSIFIED AS MODIFIED ENDOWMENT
CONTRACTS. Distributions from a POLICY that is not classified as a Modified
Endowment Contract are generally treated as first recovering the investment in
the POLICY (described below) and then, only after the return of all such
investment in the POLICY, as distributing taxable income. An exception to this
general rule occurs in the case of a decrease in the SPECIFIED AMOUNT, a change
in death benefits from Type 2 to Type 1, or any other change that reduces
benefits under the POLICY in the first 15-years after the POLICY is issued and
that results in a cash distribution to the OWNER in order for the POLICY to
continue complying with the section 7702 definitional limits. In that case, such
distribution will be taxed in whole or in part as ordinary income (to the extent
of any gain in the POLICY) under rules prescribed in section 7702.
 
Loans from, or secured by, a POLICY that is not a Modified Endowment Contract
are not treated as distributions. Instead, such loans are treated as
indebtedness of the OWNER.
 
Upon a complete surrender or lapse of a POLICY that is not a Modified Endowment
Contract, or when benefits are paid at such a POLICY'S MATURITY DATE, if the
amount received plus the amount of indebtedness exceeds the
 
20
<PAGE>
total investment in the POLICY, the excess will generally be treated as ordinary
income subject to tax.
 
Finally, neither distributions (including distributions upon surrender or lapse)
nor loans from, or secured by, a POLICY that is not a Modified Endowment
Contract are subject to the 10 percent additional income tax.
 
   
5. POLICY LOAN INTEREST. Generally, interest paid on any loan under a POLICY
which is owned by an individual is not deductible. 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 CONVALESCENT CARE BENEFIT RIDER AND 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.
It is unclear whether Convalescent Care Benefit Riders issued prior to January
1, 1997, constitute qualified long-term care insurance contracts under the Code.
If a rider is qualified, long-term care benefits generally will be excludable
from income. (Benefits received may be includable in income, however, if other
long-term care insurance contracts or riders cover the insured.) If a rider is
not qualified, benefits may be includable in income. In addition, Convalescent
Care Benefit Riders issued after December 31, 1996, do not constitute qualified
long-term care insurance contracts under the Code. Thus, benefits received from
such riders may be includable in 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 l940 or any
regulation thereunder should be amended or if the present interpretation thereof
should change, and as a result Lincoln Life determines that it is permitted to
vote the fund shares in its own right, it may elect to do so.
 
The number of votes which each policyowner has the right to instruct will be
determined as one vote for each $100 of POLICY VALUE in each subaccount.
Fractional shares will be allocated for amounts less than $100. The number of
votes which the policyowner has the right to instruct will be determined as of
the date coincident with the date established by the various series for
determining shareholders eligible to vote at the meetings of the FUNDS. Voting
instructions will be solicited by written communications prior to such meeting
in accordance with procedures established by the FUNDS. Lincoln Life will vote
shares of each FUND as to which no timely instructions are received in
proportion to the voting instructions which are received with respect to all
policies participating in that FUND. Each person having a voting interest will
receive proxy material, reports and other materials relating to the appropriate
portfolio.
 
DISREGARD OF VOTING INSTRUCTIONS. Lincoln Life may, when required by state
insurance regulatory authorities, disregard voting instructions if the
instructions require that the shares be voted so as to cause a change in the
sub-classification or investment objective of any of the series of a FUND or to
approve or disapprove an investment advisory contract for a FUND. In addition,
Lincoln Life itself may disregard voting instructions in favor of changes
initiated by a policyowner in the investment policy or the investment advisor of
a FUND if Lincoln Life reasonably disapproves of such changes. A change would be
disapproved only if the proposed change is
 
                                                                              21
<PAGE>
contrary to state law or prohibited by state regulatory authorities or Lincoln
Life determined that the change would have an adverse effect on its GENERAL
ACCOUNT in that the proposed investment policy for any FUND may result in overly
speculative or unsound investments. In the event Lincoln Life does disregard
voting instructions, a summary of that action and the reasons for such action
will be included in the next semiannual report to policyowners.
 
STATE REGULATION OF
LINCOLN LIFE AND
THE SEPARATE ACCOUNT
 
Lincoln Life, a stock life insurance company organized under the laws of
Indiana, is subject to regulation by the Insurance Department of the State of
Indiana. An annual statement is filed with the Indiana 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 Department 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 Co. of Maryland covers up to
$25,000,000.
 
The FUNDS do not issue certificates. Thus, Lincoln Life holds the SEPARATE
ACCOUNT'S assets in an open account in lieu of stock certificates.
 
LEGAL PROCEEDINGS
 
   
There are no material legal or administrative proceedings pending or known to be
contemplated, other than ordinary routine litigation incidental to the business,
to which the SEPARATE ACCOUNT is a party or to which any of its property is
subject.
    
 
   
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. Two lawsuits alleging fraud in the sale of interest-sensitive universal
and whole life insurance policies have been filed against Lincoln Life. These
two 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.
    
 
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.
    
 
22
<PAGE>
   
PREPARING FOR YEAR 2000
    
 
   
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 corrected, 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.
    
 
   
Lincoln Life, as part of its year 2000 updating process, is responsible for the
updating of the SEPARATE ACCOUNT related computer systems. 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, 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
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 and, for each
company, will be based on its management's best estimates which are 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 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.
    
 
ADDITIONAL INFORMATION
 
A registration statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933, 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 such
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.
 
                                                                              23
<PAGE>
APPENDIX A
 
BASE MINIMUM PREMIUMS
PER $1,000 OF SPECIFIED AMOUNT*
MALE (OR UNISEX), AGE ON POLICY DATE
PRF NS = Preferred nonsmoker
STD NS = Standard nonsmoker
PRF SM = Preferred smoker
STD SM = Standard smoker
 
<TABLE>
<CAPTION>
AGE    PRF NS    STD NS    PRF SM    STD SM    AGE    PRF NS    STD NS    PRF SM    STD SM
<S>    <C>       <C>       <C>       <C>       <C>    <C>       <C>       <C>       <C>
- ------------------------------------------------------------------------------------------
  0        **      3.62        **        **
- ------------------------------------------------------------------------------------------
  1                2.12                         41      8.33      8.81     11.82     12.18
  2                2.12                         42      8.80      9.28     12.88     13.24
  3                2.12                         43      9.17      9.77     13.81     14.29
  4                2.12                         44      9.69     10.29     15.17     15.53
  5                2.12                         45     10.12     10.84     16.46     16.94
- ------------------------------------------------------------------------------------------
  6                2.12                         46     10.59     11.43     17.58     18.18
  7                2.12                         47     11.34     12.18     18.69     19.41
  8                2.13                         48     11.98     13.06     20.10     20.82
  9                2.21                         49     12.86     13.94     21.52     22.24
 10                2.31                         50     13.80     15.00     22.98     23.82
- ------------------------------------------------------------------------------------------
 11                2.41                         51     14.92     16.24     24.75     25.59
 12                2.65                         52     16.03     17.47     26.57     27.53
 13                3.00                         53     17.27     18.71     28.74     29.82
 14                3.18                         54     18.73     20.29     31.04     32.12
 15                3.35                         55     20.26     22.06     33.39     34.59
- ------------------------------------------------------------------------------------------
 16      3.59      3.71      4.29      4.41     56     21.90     23.82     35.66     36.98
 17      3.94      4.06      4.64      4.76     57     23.72     25.76     36.62     38.06
 18      4.12      4.24      4.82      4.94     58     25.72     27.88     37.59     39.15
 19      4.12      4.24      4.82      4.94     59     27.78     30.18     38.68     40.36
 20      4.12      4.24      5.00      5.12     60     30.13     32.65     39.90     41.70
- ------------------------------------------------------------------------------------------
 21      4.12      4.24      5.05      5.29     61     32.83     35.47     41.25     43.17
 22      4.12      4.24      5.05      5.29     62     34.55     37.43     42.79     44.83
 23      4.12      4.24      5.23      5.47     63     35.58     38.70     44.46     46.74
 24      4.12      4.24      5.41      5.65     64     36.80     40.04     46.01     48.65
 25      4.12      4.24      5.41      5.65     65     38.03     41.51     47.93     50.57
- ------------------------------------------------------------------------------------------
 26      4.17      4.29      5.41      5.65     66     39.32     43.04     49.73     52.61
 27      4.36      4.48      5.41      5.65     67     40.80     44.64     51.53     54.65
 28      4.57      4.69      5.41      5.65     68     42.34     46.42     53.46     56.82
 29      4.78      4.90      5.60      5.84     69     44.08     48.40     55.58     59.18
 30      5.01      5.13      5.94      6.18     70     46.07     50.51     57.83     61.67
- ------------------------------------------------------------------------------------------
 31      5.26      5.38      6.18      6.42     71     48.06     52.74     60.20     64.28
 32      5.52      5.64      6.50      6.74     72     50.55     55.23     62.77     67.09
 33      5.80      5.92      6.84      7.08     73     53.11     58.03     65.66     70.22
 34      6.09      6.21      7.20      7.44     74     56.43     61.35     68.93     73.85
 35      6.40      6.52      7.58      7.82     75     60.02     65.18     72.89     77.81
- ------------------------------------------------------------------------------------------
 36      6.73      6.85      7.99      8.23     76     63.97     69.13     77.15     81.83
 37      7.08      7.20      8.42      8.66     77     68.06     73.22     81.16     85.72
 38      7.21      7.57      9.11      9.35     78     72.51     77.55     85.35     89.55
 39      7.60      7.96      9.88     10.24     79     77.69     82.37     89.73     93.57
 40      8.02      8.38     10.76     11.12     80     83.61     87.93     94.48     97.84
- ------------------------------------------------------------------------------------------
</TABLE>
 
 *To determine the DEATH BENEFIT GUARANTEE MONTHLY PREMIUM, multiply the
  SPECIFIED AMOUNT divided by 1000 times the number shown for the age and
  classification of the INSURED, then add $100 per POLICY and divide the result
  by 12. Additional amounts are required for riders and/or substandards.
 
**This classification is not available below the age of 16.
 
24
<PAGE>
  APPENDIX A CONTINUED
 
  BASE MINIMUM PREMIUMS
 PER $1,000 OF SPECIFIED AMOUNT*
 FEMALE, AGE ON POLICY DATE
  PRF NS = Preferred nonsmoker
  STD NS = Standard nonsmoker
  PRF SM = Preferred smoker
  STD SM = Standard smoker
 
<TABLE>
<CAPTION>
AGE    PRF NS    STD NS    PRF SM    STD SM    AGE    PRF NS    STD NS    PRF SM    STD SM
<S>    <C>       <C>       <C>       <C>       <C>    <C>       <C>       <C>       <C>
- ------------------------------------------------------------------------------------------
 0         **      2.98        **
- ------------------------------------------------------------------------------------------
 1                 1.76                         41      7.06      7.42      9.29      9.53
 2                 1.76                         42      7.43      7.79      9.88     10.24
 3                 1.76                         43      7.70      8.18     10.58     10.94
 4                 1.76                         44      7.99      8.59     11.64     12.00
 5                 1.76                         45      8.42      9.02     12.70     13.06
- ------------------------------------------------------------------------------------------
 6                 1.76                         46      8.76      9.48     13.46     13.94
 7                 1.76                         47      9.24      9.96     14.34     14.82
 8                 1.76                         48      9.63     10.47     15.28     15.88
 9                 1.83                         49     10.06     11.02     16.52     17.12
10                 1.90                         50     10.69     11.65     17.75     18.35
- ------------------------------------------------------------------------------------------
11                 1.98                         51     11.57     12.53     19.04     19.76
12                 2.12                         52     12.33     13.41     20.46     21.18
13                 2.15                         53     13.21     14.29     21.75     22.59
14                 2.24                         54     14.15     15.35     23.16     24.00
15                 2.33                         55     14.92     16.24     24.57     25.41
- ------------------------------------------------------------------------------------------
16       2.30      2.42      2.76      2.88     56     15.62     16.94     25.69     26.65
17       2.40      2.52      2.88      3.00     57     16.38     17.82     26.92     27.88
18       2.51      2.63      2.06      3.18     58     17.15     18.71     28.04     29.12
19       2.62      2.74      3.13      3.25     59     18.03     19.59     29.27     30.35
20       2.73      2.85      3.28      3.40     60     19.26     20.82     31.04     32.12
- ------------------------------------------------------------------------------------------
21       2.85      2.97      3.43      3.55     61     20.73     22.41     33.21     34.41
22       2.98      3.10      3.58      3.70     62     22.73     24.53     35.60     36.92
23       3.12      3.24      3.74      3.86     63     25.08     27.00     36.75     38.19
24       3.25      3.37      3.92      4.04     64     27.61     29.65     37.97     39.53
25       3.41      3.53      4.10      4.22     65     30.19     32.47     39.19     40.87
- ------------------------------------------------------------------------------------------
26       3.56      3.68      4.29      4.41     66     32.72     35.12     40.35     42.15
27       3.73      3.85      4.49      4.61     67     34.52     37.04     41.38     43.42
28       3.90      4.02      4.71      4.83     68     35.42     38.06     42.54     44.70
29       4.09      4.21      4.93      5.05     69     36.64     39.28     43.82     46.10
30       4.28      4.40      5.17      5.29     70     37.86     40.74     45.43     47.83
- ------------------------------------------------------------------------------------------
31       4.37      4.61      5.42      5.54     71     39.59     42.47     47.29     49.93
32       4.59      4.83      5.69      5.81     72     41.39     44.51     49.48     52.36
33       4.82      5.06      5.97      6.09     73     43.63     46.87     51.98     55.10
34       5.06      5.30      6.27      6.39     74     46.38     49.74     54.99     58.35
35       5.32      5.56      6.58      6.70     75     49.58     53.18     58.70     62.18
- ------------------------------------------------------------------------------------------
36       5.59      5.83      6.79      7.03     76     53.16     56.88     62.66     66.14
37       5.76      6.12      7.14      7.38     77     57.06     60.78     66.73     70.09
38       6.06      6.42      7.50      7.74     78     61.33     65.05     71.06     74.30
39       6.38      6.74      7.88      8.12     79     66.30     69.90     75.89     78.89
40       6.71      7.07      8.58      8.82     80     71.98     75.58     81.17     83.93
- ------------------------------------------------------------------------------------------
</TABLE>
 
 *To determine the DEATH BENEFIT GUARANTEE MONTHLY PREMIUM, multiply the
  SPECIFIED AMOUNT divided by 1000 times the number shown for the age and
  classification of the INSURED, then add $100.00 per POLICY and divide the
  result by 12. Additional amounts are required for riders and/or substandards.
 
**This classification is not available below the age of 16.
 
                                                                              25
<PAGE>
APPENDIX B
 
SURRENDER CHARGES
PER $1,000 OF SPECIFIED AMOUNT
MALE (OR UNISEX), AGE ON POLICY DATE*
PRF NS = Preferred nonsmoker
STD NS = Standard nonsmoker
PRF SM = Preferred smoker
STD SM = Standard smoker
 
<TABLE>
<CAPTION>
AGE    PRF NS    STD NS    PRF SM    STD SM    AGE    PRF NS    STD NS    PRF SM    STD SM
<S>    <C>       <C>       <C>       <C>       <C>    <C>       <C>       <C>       <C>
- ------------------------------------------------------------------------------------------
  0        **      3.20        **        **
- ------------------------------------------------------------------------------------------
  1                2.54                         41      9.98     10.56     14.18     14.60
  2                2.54                         42     10.54     11.12     15.44     15.88
  3                2.54                         43     11.00     11.72     16.56     17.14
  4                2.54                         44     11.62     12.34     18.20     18.62
  5                2.54                         45     12.14     13.00     19.74     20.32
- ------------------------------------------------------------------------------------------
  6                2.54                         46     12.70     13.72     21.08     21.80
  7                2.54                         47     13.60     14.60     22.42     23.28
  8                2.54                         48     14.36     15.66     24.12     24.98
  9                2.64                         49     15.42     16.72     25.82     26.68
 10                2.76                         50     16.56     18.00     27.58     28.58
- ------------------------------------------------------------------------------------------
 11                2.88                         51     17.90     19.48     29.68     30.70
 12                3.16                         52     19.22     20.96     31.88     33.02
 13                3.60                         53     20.72     22.44     34.48     35.78
 14                3.80                         54     22.48     24.34     37.24     38.54
 15                4.02                         55     24.30     26.46     40.06     41.50
- ------------------------------------------------------------------------------------------
 16      4.30      4.44      5.14      5.28     56     26.28     28.58     42.78     44.00
 17      4.72      4.86      5.56      5.70     57     28.46     30.90     43.94     44.00
 18      4.94      5.08      5.78      5.92     58     30.86     33.46     44.00     44.00
 19      4.94      5.08      5.78      5.92     59     33.32     36.20     44.00     44.00
 20      4.94      5.08      5.98      6.14     60     36.14     39.16     44.00     44.00
- ------------------------------------------------------------------------------------------
 21      4.94      5.08      6.06      6.34     61     39.38     42.56     44.00     44.00
 22      4.94      5.08      6.06      6.34     62     41.44     44.00     44.00     44.00
 23      4.94      5.08      6.26      6.56     63     42.70     44.00     44.00     44.00
 24      4.94      5.08      6.48      6.76     64     44.00     44.00     44.00     44.00
 25      4.94      5.08      6.48      6.76     65     44.00     44.00     44.00     44.00
- ------------------------------------------------------------------------------------------
 26      5.00      5.14      6.48      6.76     66     44.00     44.00     44.00     44.00
 27      5.22      5.38      6.48      6.76     67     44.00     44.00     44.00     44.00
 28      5.48      5.62      6.48      6.76     68     44.00     44.00     44.00     44.00
 29      5.74      5.88      6.70      7.00     69     44.00     44.00     44.00     44.00
 30      6.00      6.16      7.12      7.40     70     44.00     44.00     44.00     44.00
- ------------------------------------------------------------------------------------------
 31      6.30      6.44      7.40      7.70     71     44.00     44.00     44.00     44.00
 32      6.62      6.76      7.78      8.08     72     44.00     44.00     44.00     44.00
 33      6.96      7.10      8.20      8.48     73     44.00     44.00     44.00     44.00
 34      7.30      7.44      8.64      8.92     74     44.00     44.00     44.00     44.00
 35      7.68      7.82      9.08      9.38     75     44.00     44.00     44.00     44.00
- ------------------------------------------------------------------------------------------
 36      8.06      8.22      9.58      9.86     76     44.00     44.00     44.00     44.00
 37      8.50      8.64     10.10     10.38     77     44.00     44.00     44.00     44.00
 38      8.64      9.08     10.92     11.22     78     44.00     44.00     44.00     44.00
 39      9.12      9.54     11.84     12.28     79     44.00     44.00     44.00     44.00
 40      9.62     10.04     12.90     13.34     80     44.00     44.00     44.00     44.00
- ------------------------------------------------------------------------------------------
</TABLE>
 
 +In the first POLICY YEAR, the applicable SURRENDER CHARGE will be one-half of
  the SURRENDER CHARGE listed above.
 
 *For requested increases in the SPECIFIED AMOUNT, the applicable SURRENDER
  CHARGE is based on the age the increase is effective and in the first year
  after the increase will be one-fourth of the corresponding SURRENDER CHARGE
  listed above, and in subsequent years will be one-half that of the
  corresponding SURRENDER CHARGE listed above.
 
**This classification is not available below the age of 16.
 
26
<PAGE>
  APPENDIX B CONTINUED
 
  SURRENDER CHARGES
 PER $1,000 OF SPECIFIED AMOUNT
 FEMALE, AGE ON POLICY DATE*
  PRF NS = Preferred nonsmoker
  STD NS = Standard nonsmoker
  PRF SM = Preferred smoker
  STD SM = Standard smoker
 
<TABLE>
<CAPTION>
AGE    PRF NS    STD NS    PRF SM    STD SM    AGE    PRF NS    STD NS    PRF SM    STD SM
<S>    <C>       <C>       <C>       <C>       <C>    <C>       <C>       <C>       <C>
- ------------------------------------------------------------------------------------------
 0         **      2.64        **        **
- ------------------------------------------------------------------------------------------
 1                 2.10                         41      8.46      8.90     11.14     11.42
 2                 2.10                         42      8.90      9.34     11.84     12.28
 3                 2.10                         43      9.22      9.80     12.68     13.12
 4                 2.10                         44      9.58     10.30     13.96     14.40
 5                 2.10                         45     10.10     10.82     15.24     15.66
- ------------------------------------------------------------------------------------------
 6                 2.10                         46     10.50     11.36     16.14     16.72
 7                 2.10                         47     11.08     11.94     17.20     17.78
 8                 2.10                         48     11.56     12.56     18.34     19.06
 9                 2.18                         49     12.06     13.22     19.82     20.54
10                 2.28                         50     12.82     13.96     21.30     22.02
- ------------------------------------------------------------------------------------------
11                 2.38                         51     13.88     15.02     22.84     23.70
12                 2.54                         52     14.80     16.08     24.54     25.40
13                 2.56                         53     15.84     17.14     26.08     27.10
14                 2.68                         54     16.98     18.42     27.78     28.80
15                 2.78                         55     17.90     19.48     29.48     30.48
- ------------------------------------------------------------------------------------------
16       2.76      2.90      3.30      3.44     56     18.74     20.32     30.82     31.96
17       2.88      3.02      3.44      3.60     57     19.66     21.38     32.30     33.46
18       3.00      3.14      3.66      3.80     58     20.56     22.44     33.64     34.94
19       3.14      3.28      3.76      3.90     59     21.62     23.50     35.12     36.42
20       3.28      3.42      3.92      4.06     60     23.10     24.98     37.24     38.54
- ------------------------------------------------------------------------------------------
21       3.42      3.56      4.10      4.24     61     24.88     26.88     39.84     41.28
22       3.56      3.72      4.28      4.44     62     27.26     29.42     42.70     44.00
23       3.74      3.88      4.48      4.62     63     30.08     32.40     44.00     44.00
24       3.90      4.04      4.70      4.84     64     33.12     35.56     44.00     44.00
25       4.08      4.22      4.90      5.06     65     36.22     38.96     44.00     44.00
- ------------------------------------------------------------------------------------------
26       4.26      4.42      5.14      5.28     66     39.26     42.14     44.00     44.00
27       4.46      4.62      5.38      5.52     67     41.42     44.00     44.00     44.00
28       4.68      4.82      5.64      5.78     68     42.50     44.00     44.00     44.00
29       4.90      5.04      5.92      6.06     69     43.96     44.00     44.00     44.00
30       5.14      5.28      6.20      6.34     70     44.00     44.00     44.00     44.00
- ------------------------------------------------------------------------------------------
31       5.24      5.52      6.50      6.64     71     44.00     44.00     44.00     44.00
32       5.50      5.78      6.82      6.96     72     44.00     44.00     44.00     44.00
33       5.78      6.06      7.16      7.30     73     44.00     44.00     44.00     44.00
34       6.06      6.36      7.52      7.66     74     44.00     44.00     44.00     44.00
35       6.38      6.66      7.90      8.04     75     44.00     44.00     44.00     44.00
- ------------------------------------------------------------------------------------------
36       6.70      7.00      8.14      8.42     76     44.00     44.00     44.00     44.00
37       6.90      7.34      8.56      8.84     77     44.00     44.00     44.00     44.00
38       7.26      7.70      9.00      9.28     78     44.00     44.00     44.00     44.00
39       7.64      8.08      9.46      9.74     79     44.00     44.00     44.00     44.00
40       8.04      8.48     10.30     10.58     80     44.00     44.00     44.00     44.00
- ------------------------------------------------------------------------------------------
</TABLE>
 
 +In the first POLICY YEAR, the applicable SURRENDER CHARGE will be one-half of
  the SURRENDER CHARGE listed above.
 
 *For requested increases in the SPECIFIED AMOUNT, the applicable SURRENDER
  CHARGE is based on the age the increase is effective and in the first year
  after the increase will be one-fourth of the corresponding SURRENDER CHARGE
  listed above, and in subsequent years will be one-half that of the
  corresponding SURRENDER CHARGE listed above.
 
**This classification is not available below the age of 16.
 
                                                                              27
<PAGE>
APPENDIX C
 
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 Second
VICE PRESIDENT      Vice President [1/90-4/96], Lincoln National
                    Life Insurance Co.
- -------------------------------------------------------------------
ROLAND C. BAKER     President [1/95-present], First Penn-Pacific
VICE PRESIDENT AND  Life Insurance Co. Formerly: Chairman and CFO
DIRECTOR            [7/88-1/95], Baker, Ralish, Shipley & Politzer,
1801 S. Meyers      Inc.
Road
Oakbrook Terrace,
Ill. 60181
- -------------------------------------------------------------------
JON A. BOSCIA       President and Director, Lincoln National Corp.
DIRECTOR            [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
VICE PRESIDENT      [1/98-present] Formerly: Senior Vice President,
900 Cottage Grove   CIGNA [3/96-12/97]; Vice President, Connecticut
Rd.                 Mutual Life Insurance Company [8/94-3/96]; Vice
Bloomfield, CT      President, CIGNA [3/93-8/94]; Regional Director
06152-2321          of Agencies, Phoenix-Home Life Mutual Insurance
                    Company [3/90-2/93]
- -------------------------------------------------------------------
MELANIE T. HALL     Vice President [1/96-present] Formerly: Second
VICE PRESIDENT      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      General Counsel [3/75-Present], Lincoln
PRESIDENT,          National Corporation and Executive Vice
GENERAL COUNSEL     President [8/86-Present] and General Counsel
AND DIRECTOR        [3/75-Present], The Lincoln National Life
200 East Berry      Insurance Company
Street
Fort Wayne, Ind.
46802
- -------------------------------------------------------------------
STEPHEN H. LEWIS    Senior Vice President, [5/94-present] Lincoln
VICE PRESIDENT      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      President [2/92-11/92], Senior Vice President
Street              [11/87-2/92]; Executive Vice President
Fort Wayne, Ind.    [5/94-Present], Lincoln National Corporation
46802               Formerly: Senior Vice President [11/92-5/94]
- -------------------------------------------------------------------
IAN M. ROLLAND      Chairman [1/92-present], Chief Executive
DIRECTOR            Officer [5/77-present] and President
200 East Berry      [12/75-1/92], Lincoln National Corp. Formerly:
Street              Chairman [1/92-5/94], Chief Executive Officer
Fort Wayne, Ind.    [7/77-5/94] and President [3/83-1/93], Lincoln
46802               National Life Insurance Co.
- -------------------------------------------------------------------
ARTHUR S. ROSS      Vice President [8/91-present], Lincoln National
VICE PRESIDENT      Life Insurance Co.
- -------------------------------------------------------------------
</TABLE>
    
 
28
<PAGE>
APPENDIX C CONTINUED
 
EXECUTIVE OFFICERS AND DIRECTORS
LINCOLN NATIONAL LIFE INSURANCE CO.
   
<TABLE>
<CAPTION>
NAME, ADDRESS AND
POSITION(S)
WITH APPLICANT*     PRINCIPAL OCCUPATIONS LAST FIVE YEARS
- -------------------------------------------------------------------
<S>                 <C>
LAWRENCE T.         Executive Vice President [10/96-present]
ROWLAND             Formerly: Senior Vice President [1/93-10/96],
EXECUTIVE VICE      Vice President [10/91-1/93], Lincoln National
PRESIDENT AND       Life Insurance Co.
DIRECTOR
One Reinsurance
Place
1700 Magnavox Way
Fort Wayne, Ind.
46804
- -------------------------------------------------------------------
KEITH J. RYAN       Senior Vice President Formerly Vice President,
SENIOR VICE         Chief Financial Officer and Assistant Treasurer
PRESIDENT, CHIEF    [1/96-present] Formerly: Controller
FINANCIAL OFFICER   [6/95-12/95], Business Controls Director
AND ASSISTANT       [11/90-6/95], Lincoln National Life Insurance
TREASURER           Co.
- -------------------------------------------------------------------
GABRIEL L. SHAHEEN  President and Chief Executive Officer
PRESIDENT, CHIEF    [1/98-present] Formerly: Chairman and Managing
EXECUTIVE OFFICER   Director, Lincoln National (UK) PLC
AND DIRECTOR        [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 Chief Financial
DIRECTOR            Officer [1/95-present] Formerly: Senior Vice
200 East Berry      President [6/92-1/95]), Lincoln National Corp.
Street
Fort Wayne, Ind.
46802
- -------------------------------------------------------------------
MICHAEL R. WALKER   Vice President [1/96-present], Lincoln National
VICE PRESIDENT      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], Lincoln National
VICE PRESIDENT      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-present], Lincoln
SENIOR VICE         National Life Insurance Co. Formerly: Executive
PRESIDENT           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.
    
 
                                                                              29
<PAGE>
APPENDIX D
 
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 Type 1 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 were to be used or if the returns averaged 0%, 6%, and
12% but fluctuated over and under those averages throughout the years.
    
 
   
The death benefits and NET CASH SURRENDER values shown on pages using current
charges are approximately those likely to be provided under the POLICY for the
investment returns indicated, assuming that the current Cost of Insurance
Charges are deducted and that the current Mortality and Expense Risk Charge is
deducted. Although the contract allows for maximum Cost of Insurance Charges
specified in the 1980 Commissioners Standard Ordinary Smoker and Nonsmoker
tables and for a Maximum Mortality and Expense Risk Charge of .90%, Lincoln Life
expects that it will continue to charge the current Cost of Insurance Charges
and the illustrated current Mortality and Expense Risk Charge 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 and the guaranteed Maximum
Mortality and Expense Risk Charge were to be deducted. However, these are
primarily of interest only to show by comparison the benefits of the lower
current Cost of Insurance Charges and lower current Mortality and Expense Risk
Charge.
    
 
   
In each of the illustrations an assumed gross annual return is indicated. The
gross annual return used in the illustrations is then reduced by the asset
management charge (current average .50%), the mortality and expense risk charge
(.80% current and .90% guaranteed), 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 expenses. Thus, a 12%
gross annual return yields a net annual return of 10.52% using current charges
and 10.41% using guaranteed charges. Similarly, gross annual returns of 6% and
0% yield net annual returns of 4.60% and -1.32% respectively using current
charges and 4.49% and -1.42% respectively using guaranteed charges.
    
 
30
<PAGE>
VUL III
 
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
MALE ISSUE AGE 35
STANDARD NONSMOKER
$100,000 SPECIFIED AMOUNT
$1,325 ANNUAL PREMIUM USING CURRENT CHARGES
 
   
<TABLE>
<CAPTION>
                     DEATH BENEFIT                  POLICY VALUE                   NET CASH SURRENDER VALUE
                     -----------------------------  -----------------------------  -----------------------------
        PREMIUMS     ASSUMING                       ASSUMING                       ASSUMING
END     ACCUMULATED  HYPOTHETICAL GROSS             HYPOTHETICAL GROSS             HYPOTHETICAL GROSS
OF      AT 5%        ANNUAL INVESTMENT RETURN OF    ANNUAL INVESTMENT RETURN OF    ANNUAL INVESTMENT 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  $     1,391  $100,000  $100,000  $ 100,000  $    994  $  1,060  $   1,126  $    603  $    669  $     735
     2        2,852   100,000   100,000    100,000     1,965     2,159      2,361     1,183     1,377      1,579
     3        4,386   100,000   100,000    100,000     2,924     3,310      3,728     2,142     2,528      2,946
     4        5,996   100,000   100,000    100,000     3,850     4,493      5,218     3,068     3,711      4,436
     5        7,688   100,000   100,000    100,000     4,754     5,722      6,856     3,972     4,940      6,074
- ----------------------------------------------------------------------------------------------------------------
     6        9,463   100,000   100,000    100,000     5,637     6,998      8,658     4,895     6,255      7,916
     7       11,328   100,000   100,000    100,000     6,489     8,314     10,632     5,785     7,610      9,929
     8       13,285   100,000   100,000    100,000     7,320     9,682     12,809     6,655     9,017     12,144
     9       15,341   100,000   100,000    100,000     8,120    11,096     15,198     7,495    10,470     14,573
    10       17,499   100,000   100,000    100,000     8,891    12,557     17,826     8,344    12,009     17,279
- ----------------------------------------------------------------------------------------------------------------
    15       30,021   100,000   100,000    100,000    12,256    20,630     35,546    12,100    20,474     35,389
    20       46,003   100,000   100,000    101,695    14,737    30,215     64,774    14,737    30,215     64,774
    25       66,400   100,000   100,000    151,300    16,003    41,587    112,910    16,003    41,587    112,910
    30       92,433   100,000   100,000    233,215    15,493    55,220    191,160    15,493    55,220    191,160
</TABLE>
    
 
   
The hypothetical rates of return shown above and elsewhere in this prospectus
are illustrative only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be
more or less than those shown. The death benefits and cash value for a contract
would be different from those shown if the actual 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 rates of return
can be achieved for any one year or sustained over any period of time. Values
illustrated are net of a .50% asset management charge, a .80% current mortality
and expense risk charge and other expenses estimated at .03%. Values illustrated
are also net of any other applicable contract charges.
    
 
                                                                              31
<PAGE>
VUL III
 
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
MALE ISSUE AGE 35
STANDARD NONSMOKER
$100,000 SPECIFIED AMOUNT
$1,325 ANNUAL PREMIUM USING GUARANTEED CHARGES
 
   
<TABLE>
<CAPTION>
                     DEATH BENEFIT                  POLICY VALUE                   NET CASH SURRENDER VALUE
                     -----------------------------  -----------------------------  -----------------------------
        PREMIUMS     ASSUMING                       ASSUMING                       ASSUMING
END     ACCUMULATED  HYPOTHETICAL GROSS             HYPOTHETICAL GROSS             HYPOTHETICAL GROSS
OF      AT 5%        ANNUAL INVESTMENT RETURN OF    ANNUAL INVESTMENT RETURN OF    ANNUAL INVESTMENT 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  $     1,391  $100,000  $100,000  $ 100,000  $    988  $  1,054  $   1,120  $    597  $    663  $     729
     2        2,852   100,000   100,000    100,000     1,955     2,148      2,350     1,173     1,366      1,568
     3        4,386   100,000   100,000    100,000     2,898     3,281      3,697     2,116     2,499      2,915
     4        5,996   100,000   100,000    100,000     3,817     4,455      5,175     3,035     3,673      4,393
     5        7,688   100,000   100,000    100,000     4,712     5,671      6,797     3,930     4,889      6,015
- ----------------------------------------------------------------------------------------------------------------
     6        9,463   100,000   100,000    100,000     5,581     6,928      8,575     4,838     6,185      7,832
     7       11,328   100,000   100,000    100,000     6,422     8,227     10,525     5,718     7,524      9,822
     8       13,285   100,000   100,000    100,000     7,236     9,571     12,667     6,572     8,907     12,002
     9       15,341   100,000   100,000    100,000     8,022    10,960     15,019     7,396    10,335     14,393
    10       17,499   100,000   100,000    100,000     8,778    12,395     17,604     8,231    11,848     17,056
- ----------------------------------------------------------------------------------------------------------------
    15       30,021   100,000   100,000    100,000    12,061    20,291     34,971    11,905    20,134     34,814
    20       46,003   100,000   100,000    100,000    14,278    29,432     63,344    14,278    29,432     63,344
    25       66,400   100,000   100,000    147,013    14,822    39,787    109,711    14,822    39,787    109,711
    30       92,433   100,000   100,000    224,728    12,640    51,396    184,203    12,640    51,396    184,203
</TABLE>
    
 
   
The hypothetical rates of return shown above and elsewhere in this prospectus
are illustrative only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown. The death benefit and cash value for a contract would be
different from those shown if the actual gross annual return averaged 0.00%, and
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 National or any of the FUNDS that these hypothetical rates of return can
be achieved for any one year or sustained over any period of time. Values
illustrated are net of a .50% asset management charge, a .90% guaranteed maximum
mortality and expense risk charge and other expenses estimated at .03%. Values
illustrated are also net of any other applicable contract charges.
    
 
32
<PAGE>
VUL III
 
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
MALE ISSUE AGE 35
STANDARD SMOKER
$100,000 SPECIFIED AMOUNT
$1,705 ANNUAL PREMIUM USING CURRENT CHARGES
 
   
<TABLE>
<CAPTION>
                     DEATH BENEFIT                  POLICY VALUE                   NET CASH SURRENDER VALUE
                     -----------------------------  -----------------------------  -----------------------------
        PREMIUMS     ASSUMING                       ASSUMING                       ASSUMING
END     ACCUMULATED  HYPOTHETICAL GROSS             HYPOTHETICAL GROSS             HYPOTHETICAL GROSS
OF      AT 5%        ANNUAL INVESTMENT RETURN OF    ANNUAL INVESTMENT RETURN OF    ANNUAL INVESTMENT 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  $     1,790  $100,000  $100,000  $ 100,000  $  1,277  $  1,362  $   1,447  $    808  $    893  $     978
     2        3,670   100,000   100,000    100,000     2,517     2,766      3,027     1,579     1,828      2,089
     3        5,644   100,000   100,000    100,000     3,721     4,216      4,752     2,783     3,278      3,814
     4        7,716   100,000   100,000    100,000     4,901     5,725      6,653     3,963     4,787      5,715
     5        9,892   100,000   100,000    100,000     6,036     7,273      8,726     5,098     6,335      7,788
- ----------------------------------------------------------------------------------------------------------------
     6       12,177   100,000   100,000    100,000     7,137     8,876     11,001     6,246     7,985     10,110
     7       14,576   100,000   100,000    100,000     8,195    10,526     13,492     7,351     9,682     12,648
     8       17,095   100,000   100,000    100,000     9,211    12,227     16,224     8,414    11,430     15,427
     9       19,740   100,000   100,000    100,000    10,186    13,981     19,226     9,436    13,231     18,475
    10       22,518   100,000   100,000    100,000    11,122    15,794     22,529    10,465    15,138     21,872
- ----------------------------------------------------------------------------------------------------------------
    15       38,631   100,000   100,000    100,000    15,110    25,772     44,874    14,923    25,584     44,686
    20       59,196   100,000   100,000    128,416    17,878    37,648     81,794    17,878    37,648     81,794
    25       85,443   100,000   100,000    189,658    18,920    51,912    141,536    18,920    51,912    141,536
    30      118,942   100,000   100,000    290,358    17,460    69,625    237,999    17,460    69,625    237,999
</TABLE>
    
 
   
The hypothetical rates of return shown above and elsewhere in this prospectus
are illustrative only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown. The death benefits and cash value for a contract would be
different from those shown if the actual 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 rates of return can be
achieved for any one year or sustained over any period of time. Values
illustrated are net of a .50% asset management charge, a .80% current mortality
and expense risk charge and other expenses estimated at .03%. Values illustrated
are also net of any other applicable contract charges.
    
 
                                                                              33
<PAGE>
VUL III
 
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
MALE ISSUE AGE 35
STANDARD SMOKER
$100,000 SPECIFIED AMOUNT
$1,705 ANNUAL PREMIUM USING GUARANTEED CHARGES
 
   
<TABLE>
<CAPTION>
                     DEATH BENEFIT                  POLICY VALUE                   NET CASH SURRENDER VALUE
                     -----------------------------  -----------------------------  -----------------------------
        PREMIUMS
        ACCUMULATED  ASSUMING                       ASSUMING                       ASSUMING
END     AT 5%        HYPOTHETICAL GROSS             HYPOTHETICAL GROSS             HYPOTHETICAL GROSS
OF      INTEREST     ANNUAL INVESTMENT RETURN OF    ANNUAL INVESTMENT RETURN OF    ANNUAL INVESTMENT RETURN OF
POLICY  PER          -----------------------------  -----------------------------  -----------------------------
YEAR    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  $     1,790  $100,000  $100,000  $ 100,000  $  1,244  $  1,328  $   1,413  $    775  $    859  $     944
     2        3,670   100,000   100,000    100,000     2,455     2,700      2,956     1,517     1,762      2,018
     3        5,644   100,000   100,000    100,000     3,628     4,113      4,640     2,690     3,175      3,702
     4        7,716   100,000   100,000    100,000     4,762     5,568      6,478     3,824     4,630      5,540
     5        9,892   100,000   100,000    100,000     5,853     7,062      8,483     4,915     6,124      7,545
- ----------------------------------------------------------------------------------------------------------------
     6       12,177   100,000   100,000    100,000     6,900     8,595     10,670     6,009     7,704      9,779
     7       14,576   100,000   100,000    100,000     7,899    10,166     13,058     7,055     9,322     12,214
     8       17,095   100,000   100,000    100,000     8,849    11,776     15,668     8,052    10,979     14,870
     9       19,740   100,000   100,000    100,000     9,748    13,425     18,521     8,997    12,674     17,771
    10       22,518   100,000   100,000    100,000    10,592    15,110     21,645     9,935    14,453     20,989
- ----------------------------------------------------------------------------------------------------------------
    15       38,631   100,000   100,000    100,000    13,936    24,142     42,558    13,749    23,955     42,370
    20       59,196   100,000   100,000    120,494    15,395    34,146     76,748    15,395    34,146     76,748
    25       85,443   100,000   100,000    175,947    13,964    45,039    131,304    13,964    45,039    131,304
    30      118,942   100,000   100,000    265,737     7,960    57,107    217,817     7,960    57,107    217,817
</TABLE>
    
 
   
The hypothetical rates of return shown above and elsewhere in this prospectus
are illustrative only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown. The death benefits and cash value for a contract would be
different from those shown if the actual 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 rates of return can be
achieved for any one year or sustained over any period of time. Values
illustrated are net of a .50% asset management charge, a .90% guaranteed maximum
mortality and expense risk charge and other expenses estimated at .03%. Values
illustrated are also net of any other applicable contract charges.
    
 
34
<PAGE>
VUL III
 
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
MALE ISSUE AGE 55
STANDARD NONSMOKER
$100,000 SPECIFIED AMOUNT
$3,348 ANNUAL PREMIUM USING CURRENT CHARGES
 
   
<TABLE>
<CAPTION>
                     DEATH BENEFIT                  POLICY VALUE                   NET CASH SURRENDER VALUE
                     -----------------------------  -----------------------------  -----------------------------
        PREMIUMS     ASSUMING                       ASSUMING                       ASSUMING
END     ACCUMULATED  HYPOTHETICAL GROSS             HYPOTHETICAL GROSS             HYPOTHETICAL GROSS
OF      AT 5%        ANNUAL INVESTMENT RETURN OF    ANNUAL INVESTMENT RETURN OF    ANNUAL INVESTMENT 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  $     3,515  $100,000  $100,000  $ 100,000  $  2,343  $  2,506  $   2,668  $  1,020  $  1,183  $   1,345
     2        7,207   100,000   100,000    100,000     4,615     5,087      5,579     1,969     2,441      2,933
     3       11,082   100,000   100,000    100,000     6,820     7,752      8,763     4,174     5,106      6,117
     4       15,152   100,000   100,000    100,000     8,949    10,497     12,245     6,303     7,851      9,599
     5       19,425   100,000   100,000    100,000    11,007    13,331     16,065     8,361    10,685     13,419
- ----------------------------------------------------------------------------------------------------------------
     6       23,911   100,000   100,000    100,000    12,984    16,252     20,257    10,471    13,739     17,743
     7       28,622   100,000   100,000    100,000    14,887    19,272     24,872    12,505    16,890     22,490
     8       33,569   100,000   100,000    100,000    16,697    22,380     29,950    14,448    20,131     27,701
     9       38,763   100,000   100,000    100,000    18,410    25,581     35,550    16,293    23,465     33,433
    10       44,216   100,000   100,000    100,000    20,029    28,889     41,749    18,176    27,036     39,897
- ----------------------------------------------------------------------------------------------------------------
    15       75,857   100,000   100,000    100,000    26,573    47,355     85,229    26,044    46,826     84,700
    20      116,240   100,000   100,000    170,415    29,920    70,592    159,266    29,920    70,592    159,266
    25      167,780   100,000   107,819    294,731    27,607   102,685    280,696    27,607   102,685    280,696
    30      233,559   100,000   151,147    499,901    14,724   143,949    476,097    14,724   143,949    476,097
</TABLE>
    
 
   
The hypothetical rates of return shown above and elsewhere in this prospectus
are illustrative only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be
more or less than those shown, the death benefit and cash value for a contract
would be different from those shown if the actual gross annual return averaged
0.00%, and 6.00% and 12.00% over a period of years, but also fluctuated above or
below those averages for individual contract years. No representations can be
made by Lincoln Life or any of the FUNDS that these hypothetical rates of return
can be achieved for any one year or sustained over any period of time. Values
illustrated are net of a .50% asset management charge, a .80% current mortality
and expense risk charge and other expenses estimated at .03%. Values illustrated
are also net of any other applicable contract charges.
    
 
                                                                              35
<PAGE>
VUL III
 
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
MALE ISSUE AGE 55
STANDARD NONSMOKER
$100,000 SPECIFIED AMOUNT
$3,348 ANNUAL PREMIUM USING GUARANTEED CHARGES
 
   
<TABLE>
<CAPTION>
                     DEATH BENEFIT                  POLICY VALUE                   NET CASH SURRENDER VALUE
                     -----------------------------  -----------------------------  -----------------------------
        PREMIUMS     ASSUMING                       ASSUMING                       ASSUMING
END     ACCUMULATED  HYPOTHETICAL GROSS             HYPOTHETICAL GROSS             HYPOTHETICAL GROSS
OF      AT 5%        ANNUAL INVESTMENT RETURN OF    ANNUAL INVESTMENT RETURN OF    ANNUAL INVESTMENT 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  $     3,515  $100,000  $100,000  $ 100,000  $  2,242  $  2,401  $   2,561  $    919  $  1,078  $   1,238
     2        7,207   100,000   100,000    100,000     4,391     4,849      5,328     1,745     2,203      2,682
     3       11,082   100,000   100,000    100,000     6,447     7,346      8,325     3,801     4,700      5,679
     4       15,152   100,000   100,000    100,000     8,404     9,890     11,574     5,758     7,244      8,928
     5       19,425   100,000   100,000    100,000    10,256    12,477     15,100     7,610     9,831     12,454
- ----------------------------------------------------------------------------------------------------------------
     6       23,911   100,000   100,000    100,000    11,995    15,106     18,933     9,482    12,592     16,420
     7       28,622   100,000   100,000    100,000    13,616    17,773     23,110    11,235    15,392     20,728
     8       33,569   100,000   100,000    100,000    15,104    20,471     27,665    12,855    18,222     25,416
     9       38,763   100,000   100,000    100,000    16,446    23,195     32,647    14,330    21,078     30,530
    10       44,216   100,000   100,000    100,000    17,631    25,940     38,113    15,779    24,088     36,261
- ----------------------------------------------------------------------------------------------------------------
    15       75,857   100,000   100,000    100,000    20,766    40,018     75,941    20,237    39,489     75,412
    20      116,240   100,000   100,000    152,011    16,700    54,651    142,066    16,700    54,651    142,066
    25      167,780         0   100,000    262,185         0    70,783    249,700         0    70,783    249,700
    30      233,559         0   100,000    439,874         0    95,082    418,928         0    95,082    418,928
</TABLE>
    
 
   
The hypothetical rates of return shown above and elsewhere in this prospectus
are illustrative only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown. The death benefits and cash value for a contract would be
different from those shown if the actual 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 rates of return can be
achieved for any one year or sustained over any period of time. Values
illustrated are net of a .50% asset management charge, a .90% guaranteed maximum
mortality and expense risk charge and other expenses estimated at .03%. Values
illustrated are also net of any other applicable contract charges.
    
 
36
<PAGE>
VUL III
 
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
MALE ISSUE AGE 55
STANDARD SMOKER
$100,000 SPECIFIED AMOUNT
$4,358 ANNUAL PREMIUM USING CURRENT CHARGES
 
   
<TABLE>
<CAPTION>
                     DEATH BENEFIT                  POLICY VALUE                   NET CASH SURRENDER VALUE
                     -----------------------------  -----------------------------  -----------------------------
        PREMIUMS     ASSUMING                       ASSUMING                       ASSUMING
END     ACCUMULATED  HYPOTHETICAL GROSS             HYPOTHETICAL GROSS             HYPOTHETICAL GROSS
OF      AT 5%        ANNUAL INVESTMENT RETURN OF    ANNUAL INVESTMENT RETURN OF    ANNUAL INVESTMENT 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  $     4,576  $100,000  $100,000  $ 100,000  $  2,897  $  3,104  $   3,311  $    822  $  1,029  $   1,236
     2        9,381   100,000   100,000    100,000     5,698     6,295      6,918     1,548     2,145      2,768
     3       14,426   100,000   100,000    100,000     8,399     9,574     10,851     4,249     5,424      6,701
     4       19,723   100,000   100,000    100,000    11,015    12,965     15,170     6,865     8,815     11,020
     5       25,285   100,000   100,000    100,000    13,543    16,470     19,920     9,393    12,320     15,770
- ----------------------------------------------------------------------------------------------------------------
     6       31,125   100,000   100,000    100,000    15,976    20,095     25,156    12,033    16,153     21,213
     7       37,257   100,000   100,000    100,000    18,310    23,847     30,940    14,575    20,112     27,205
     8       43,696   100,000   100,000    100,000    20,543    27,736     37,351    17,016    24,208     33,823
     9       50,456   100,000   100,000    100,000    22,662    31,764     44,472    19,342    28,444     41,152
    10       57,555   100,000   100,000    100,000    24,664    35,949     52,415    21,759    33,044     49,510
- ----------------------------------------------------------------------------------------------------------------
    15       98,741   100,000   100,000    126,732    33,017    60,178    109,252    32,187    59,348    108,422
    20      151,306   100,000   100,194    217,843    38,354    93,639    203,592    38,354    93,639    203,592
    25      218,394   100,000   145,521    376,407    39,024   138,592    358,483    39,024   138,592    358,483
    30      304,018   100,000   202,853    637,837    32,502   193,193    607,464    32,502   193,193    607,464
</TABLE>
    
 
   
The hypothetical rates of return shown above and elsewhere in this prospectus
are illustrative only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be
more or less than those shown. The death benefits and cash value for a contract
would be different from those shown if the actual 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 rates of return
can be achieved for any one year or sustained over any period of time. Values
illustrated are net of a .50% asset management charge, a .80% current mortality
and expense risk charge and other expenses estimated at .03%. Values illustrated
are also net of any other applicable contract charges.
    
 
                                                                              37
<PAGE>
VUL III
 
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
MALE ISSUE AGE 55
STANDARD SMOKER
$100,000 SPECIFIED AMOUNT
$4,358 ANNUAL PREMIUM USING GUARANTEED CHARGES
 
   
<TABLE>
<CAPTION>
                     DEATH BENEFIT                  POLICY VALUE                   NET CASH SURRENDER VALUE
                     -----------------------------  -----------------------------  -----------------------------
        PREMIUMS     ASSUMING                       ASSUMING                       ASSUMING
END     ACCUMULATED  HYPOTHETICAL GROSS             HYPOTHETICAL GROSS             HYPOTHETICAL GROSS
OF      AT 5%        ANNUAL INVESTMENT RETURN OF    ANNUAL INVESTMENT RETURN OF    ANNUAL INVESTMENT 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  $     4,576  $100,000  $100,000  $ 100,000  $  2,451  $  2,644  $   2,838  $    376  $    569  $     763
     2        9,381   100,000   100,000    100,000     4,768     5,309      5,876       618     1,159      1,726
     3       14,426   100,000   100,000    100,000     6,950     7,997      9,140     2,800     3,847      4,990
     4       19,723   100,000   100,000    100,000     8,995    10,709     12,662     4,845     6,559      8,512
     5       25,285   100,000   100,000    100,000    10,898    13,447     16,474     6,748     9,297     12,324
- ----------------------------------------------------------------------------------------------------------------
     6       31,125   100,000   100,000    100,000    12,649    16,205     20,615     8,706    12,263     16,672
     7       37,257   100,000   100,000    100,000    14,230    18,975     25,121    10,495    15,240     21,386
     8       43,696   100,000   100,000    100,000    15,625    21,747     30,044    12,098    18,219     26,517
     9       50,456   100,000   100,000    100,000    16,812    24,513     35,445    13,492    21,193     32,125
    10       57,555   100,000   100,000    100,000    17,774    27,269     41,406    14,869    24,364     38,501
- ----------------------------------------------------------------------------------------------------------------
    15       98,741   100,000   100,000    100,000    18,700    41,141     84,526    17,870    40,311     83,696
    20      151,306   100,000   100,000    171,970     9,530    55,713    160,720     9,530    55,713    160,720
    25      218,394         0   100,000    298,620         0    73,264    284,400         0    73,264    284,400
    30      304,018         0   109,786    501,480         0   104,558    477,600         0   104,558    477,600
</TABLE>
    
 
   
The hypothetical rates of return shown above and elsewhere in this prospectus
are illustrative only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown. The death benefit 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 rates of return can be
achieved for any one year or sustained over any period of time. Values
illustrated are net of a .50% asset management charge, a .90% guaranteed maximum
mortality and expense risk charge and other expenses estimated at .03%. Values
illustrated are also net of any other applicable contract charges.
    
 
38
<PAGE>
APPENDIX E
 
DEFINITIONS FOR SEPARATE ACCOUNT G
 
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.
 
BASE MINIMUM PREMIUM -- A premium per $1,000 of SPECIFIED AMOUNT used in the
calculation of the DEATH BENEFIT GUARANTEE MONTHLY PREMIUM. The BASE MINIMUM
PREMIUM is also used in determining the CONTINGENT DEFERRED SALES CHARGE and the
CONTINGENT DEFERRED ADMINISTRATIVE CHARGE.
 
   
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.
    
 
CONTINGENT DEFERRED ADMINISTRATIVE CHARGE (CDAC) -- An administrative charge for
underwriting, issue, and initial administration of the POLICY, which is imposed
under the POLICY and deducted upon lapse or surrender of the POLICY. The
CONTINGENT DEFERRED ADMINISTRATIVE CHARGE is part of the total SURRENDER CHARGE.
 
CONTINGENT DEFERRED SALES CHARGE (CDSC) -- A sales charge based upon the BASE
MINIMUM PREMIUM required for the first POLICY year, which is imposed under the
POLICY and deducted upon lapse or surrender of the POLICY. The CONTINGENT
DEFERRED SALES CHARGE is part of the total SURRENDER CHARGE.
 
DEATH BENEFIT GUARANTEE -- The guarantee that, provided the DEATH BENEFIT
GUARANTEE MONTHLY PREMIUM requirements are met, the POLICY will not lapse during
the first two POLICY years due to negative NET CASH SURRENDER VALUE.
 
DEATH BENEFIT GUARANTEE MONTHLY PREMIUM -- The minimum monthly premium which
must be paid each month or in advance during the first two policy years. Failure
to pay this premium when required will result in the POLICY lapsing at the end
of the Grace Period.
 
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
available are the American Variable Insurance Series, the Lincoln National
Special Opportunities Fund, Inc. and the Lincoln National Growth and Income
Fund, Inc.
 
   
GENERAL ACCOUNT -- The assets of Lincoln Life other than those allocated to the
SEPARATE ACCOUNT or any other separate account.
    
 
INSURED -- The person upon whose life the POLICY is issued, and who is so named
on the policy schedule.
 
INVESTMENT AMOUNT -- The portion of the POLICY VALUE invested in the SEPARATE
ACCOUNT, and equal in amount to the POLICY VALUE minus amounts invested in the
GENERAL ACCOUNT (including any outstanding loans).
 
LINCOLN LIFE (we, our, us) -- Lincoln National Life Insurance Co.
 
MATURITY DATE -- The POLICY anniversary following the INSURED'S 99th birthday,
if living. It is the last date insurance coverage can remain in force and the
date any remaining NET CASH SURRENDER VALUE will be payable.
 
MONTHLY ANNIVERSARY DAY -- The same date in each month as the POLICY DATE.
 
NET CASH SURRENDER VALUE -- The amount payable to the OWNER upon surrender of
the POLICY. It is equal to the POLICY VALUE minus any SURRENDER CHARGE, minus
any outstanding loan and plus any unearned 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, 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 to the subaccount by the FUND during the period.
    
 
OPTION DATE -- Any date the POLICY terminates under the termination provision.
The term OPTION DATE may also be used with certain riders.
 
OWNER (you, your) -- The person so designated in the application or as
subsequently changed. If a POLICY has been absolutely assigned, the assignee is
the OWNER. A collateral assignee is not the OWNER.
 
PLANNED PERIODIC PREMIUM -- A scheduled premium of a level amount at a fixed
interval over a specified period of time.
 
   
POLICY -- The Flexible Premium Variable Life Insurance Policy offered by Lincoln
Life and described in this prospectus.
    
 
POLICY DATE -- The date set forth in the POLICY that is used to determine policy
years and policy months. Policy anniversaries are measured from the POLICY DATE.
The POLICY DATE is ordinarily the earlier of the date the full initial
 
                                                                              39
<PAGE>
premium is received from the OWNER or the date on which the POLICY is approved
for issue.
 
POLICY VALUE -- The sum of all values in the SEPARATE ACCOUNT and in the GENERAL
ACCOUNT at any time, irrespective of outstanding loans or SURRENDER CHARGE.
 
PROCEEDS -- The amount payable on the maturity date, or on surrender of the
POLICY, or after the death of any INSURED person. The PROCEEDS will be different
on each of these events.
 
RECORD DATE -- The date the POLICY is recorded on the books of Lincoln Life as
an in-force policy. Ordinarily, the POLICY will be recorded as in-force within
three business days after the later of the date we receive the last outstanding
requirement or the date of underwriting approval. The RECORD DATE controls the
timing of the transfer of initial assets from the GENERAL ACCOUNT to the various
SUBACCOUNTS.
 
SEPARATE ACCOUNT -- The Lincoln National Flexible Premium Variable Life Account
G, a SEPARATE ACCOUNT established by Lincoln Life to receive and invest net
premiums paid under the POLICY.
 
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 or upon a voluntary reduction in SPECIFIED AMOUNT during the first 16
POLICY years or during the 16 years following a requested increase in SPECIFIED
AMOUNT. The SURRENDER CHARGE is equal to the combination of the CONTINGENT
DEFERRED SALES CHARGE and the CONTINGENT DEFERRED ADMINISTRATIVE CHARGE.
    
 
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.
 
40
<PAGE>
THIS PAGE WAS INTENTIONALLY LEFT BLANK.
 
                                                                              41
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT G
STATEMENT OF ASSETS AND LIABILITY
DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                                       LINCOLN        LINCOLN
                                                       NATIONAL       NATIONAL
                             PERCENT                   GROWTH AND     SPECIAL
                             OF NET                    INCOME         OPPORTUNITIES
                             ASSETS    COMBINED        ACCOUNT        ACCOUNT
<S>                          <C>       <C>             <C>            <C>
- ----------------------------------------------------------------------------------
ASSETS
  Investments at net asset
  value:
  - Lincoln National Growth
    and Income Fund, Inc.
    727,978 shares at
    $41.95 per share
    (cost-$20,603,393)         10.9%   $  30,537,606   $ 30,537,606
- ---------------------------
  - Lincoln National
    Special Opportunities
    Fund, Inc.
    766,830 shares at
    $35.06 per share
    (cost-$19,773,508)          9.6%      26,881,718                  $ 26,881,718
- ---------------------------
  American Variable
  Insurance Series:
  - Bond Fund
    16,697 shares at $10.43
    per share
    (cost-$173,101)             0.1%         174,155
- ---------------------------
  - Cash Management Fund
    275,426 shares at
    $11.01 per share
    (cost-$3,056,043)           1.1%       3,032,444
- ---------------------------
  - High-Yield Bond Fund
    790,293 shares at
    $14.66 per share
    (cost-$11,127,410)          4.2%      11,585,694
- ---------------------------
  - Growth-Income Fund
    1,638,633 shares at
    $36.42 per share
    (cost-$48,495,714)         21.4%      59,678,998
- ---------------------------
  - Growth Fund
    2,088,601 shares at
    $44.98 per share
    (cost-$75,819,286)         33.6%      93,945,282
- ---------------------------
  - U.S.
    Government/AAA-Rated
    Securities Fund
    384,147 shares at
    $11.10 per share
    (cost-$4,315,006)           1.5%       4,264,034
- ---------------------------
  - International Fund
    2,523,048 shares at
    $14.48 per share
    (cost-$35,062,220)         13.1%      36,533,729
- ---------------------------
  - Asset Allocation Fund
    793,843 shares at
    $15.32 per share
    (cost-$10,410,461)          4.4%      12,161,682
- ---------------------------
  - Global Growth Fund
    19,376 shares at $10.78
    per share
    (cost-$212,428)             0.1%         208,879
- ---------------------------  -------   -------------   ------------   ------------
TOTAL INVESTMENTS AND TOTAL
  ASSETS
  (Cost-$229,048,570)         100.0%     279,004,221     30,537,606     26,881,718
- ---------------------------
LIABILITY--
  Payable to Lincoln
  National Life Insurance
  Company                       0.0%           6,095            667            585
- ---------------------------  -------   -------------   ------------   ------------
NET ASSETS                    100.0%   $ 278,998,126   $ 30,536,939   $ 26,881,133
- ---------------------------  -------   -------------   ------------   ------------
                             -------   -------------   ------------   ------------
UNITS OUTSTANDING                                         8,236,203      6,697,232
- ---------------------------                            ------------   ------------
                                                       ------------   ------------
NET ASSET VALUE PER UNIT                               $      3.708   $      4.014
- ---------------------------                            ------------   ------------
                                                       ------------   ------------
</TABLE>
 
See accompanying notes to financial statements.
 
42
<PAGE>
<TABLE>
<CAPTION>
                                                                                                      U.S.
                                                                                                      GOVERNMENT/
                                         CASH          HIGH-YIELD                                     AAA-RATED
                             BOND        MANAGEMENT    BOND           GROWTH-INCOME    GROWTH         SECURITIES     INTERNATIONAL
                             ACCOUNT     ACCOUNT       ACCOUNT        ACCOUNT          ACCOUNT        ACCOUNT        ACCOUNT
<S>                          <C>         <C>           <C>            <C>              <C>            <C>            <C>
- ---------------------------------------------------------------------------------------------------------------------------------
ASSETS
  Investments at net asset
  value:
  - Lincoln National Growth
    and Income Fund, Inc.
    727,978 shares at
    $41.95 per share
    (cost-$20,603,393)
- ---------------------------
  - Lincoln National
    Special Opportunities
    Fund, Inc.
    766,830 shares at
    $35.06 per share
    (cost-$19,773,508)
- ---------------------------
  American Variable
  Insurance Series:
  - Bond Fund
    16,697 shares at $10.43
    per share
    (cost-$173,101)          $ 174,155
- ---------------------------
  - Cash Management Fund
    275,426 shares at
    $11.01 per share
    (cost-$3,056,043)                    $3,032,444
- ---------------------------
  - High-Yield Bond Fund
    790,293 shares at
    $14.66 per share
    (cost-$11,127,410)                                 $ 11,585,694
- ---------------------------
  - Growth-Income Fund
    1,638,633 shares at
    $36.42 per share
    (cost-$48,495,714)                                                  $59,678,998
- ---------------------------
  - Growth Fund
    2,088,601 shares at
    $44.98 per share
    (cost-$75,819,286)                                                                 $ 93,945,282
- ---------------------------
  - U.S.
    Government/AAA-Rated
    Securities Fund
    384,147 shares at
    $11.10 per share
    (cost-$4,315,006)                                                                                  $4,264,034
- ---------------------------
  - International Fund
    2,523,048 shares at
    $14.48 per share
    (cost-$35,062,220)                                                                                               $ 36,533,729
- ---------------------------
  - Asset Allocation Fund
    793,843 shares at
    $15.32 per share
    (cost-$10,410,461)
- ---------------------------
  - Global Growth Fund
    19,376 shares at $10.78
    per share
    (cost-$212,428)
- ---------------------------  ---------   -----------   ------------   --------------   ------------   ------------   ------------
TOTAL INVESTMENTS AND TOTAL
  ASSETS
  (Cost-$229,048,570)          174,155    3,032,444      11,585,694      59,678,998      93,945,282     4,264,034      36,533,729
- ---------------------------
LIABILITY--
  Payable to Lincoln
  National Life Insurance
  Company                            4           66             254           1,298           2,047            93             809
- ---------------------------  ---------   -----------   ------------   --------------   ------------   ------------   ------------
NET ASSETS                   $ 174,151   $3,032,378    $ 11,585,440     $59,677,700    $ 93,943,235    $4,263,941    $ 36,532,920
- ---------------------------  ---------   -----------   ------------   --------------   ------------   ------------   ------------
                             ---------   -----------   ------------   --------------   ------------   ------------   ------------
UNITS OUTSTANDING              147,918    2,032,768       4,521,487      17,366,161      24,276,468     2,217,830      18,493,736
- ---------------------------  ---------   -----------   ------------   --------------   ------------   ------------   ------------
                             ---------   -----------   ------------   --------------   ------------   ------------   ------------
NET ASSET VALUE PER UNIT     $   1.177   $    1.492    $      2.562     $     3.436    $      3.870    $    1.923    $      1.975
- ---------------------------  ---------   -----------   ------------   --------------   ------------   ------------   ------------
                             ---------   -----------   ------------   --------------   ------------   ------------   ------------
 
<CAPTION>
 
                             ASSET          GLOBAL
                             ALLOCATION     GROWTH
                             ACCOUNT        ACCOUNT
<S>                          <C>            <C>
- ---------------------------
ASSETS
  Investments at net asset
  value:
  - Lincoln National Growth
    and Income Fund, Inc.
    727,978 shares at
    $41.95 per share
    (cost-$20,603,393)
- ---------------------------
  - Lincoln National
    Special Opportunities
    Fund, Inc.
    766,830 shares at
    $35.06 per share
    (cost-$19,773,508)
- ---------------------------
  American Variable
  Insurance Series:
  - Bond Fund
    16,697 shares at $10.43
    per share
    (cost-$173,101)
- ---------------------------
  - Cash Management Fund
    275,426 shares at
    $11.01 per share
    (cost-$3,056,043)
- ---------------------------
  - High-Yield Bond Fund
    790,293 shares at
    $14.66 per share
    (cost-$11,127,410)
- ---------------------------
  - Growth-Income Fund
    1,638,633 shares at
    $36.42 per share
    (cost-$48,495,714)
- ---------------------------
  - Growth Fund
    2,088,601 shares at
    $44.98 per share
    (cost-$75,819,286)
- ---------------------------
  - U.S.
    Government/AAA-Rated
    Securities Fund
    384,147 shares at
    $11.10 per share
    (cost-$4,315,006)
- ---------------------------
  - International Fund
    2,523,048 shares at
    $14.48 per share
    (cost-$35,062,220)
- ---------------------------
  - Asset Allocation Fund
    793,843 shares at
    $15.32 per share
    (cost-$10,410,461)       $ 12,161,682
- ---------------------------
  - Global Growth Fund
    19,376 shares at $10.78
    per share
    (cost-$212,428)                         $ 208,879
- ---------------------------  ------------   ---------
TOTAL INVESTMENTS AND TOTAL
  ASSETS
  (Cost-$229,048,570)          12,161,682     208,879
- ---------------------------
LIABILITY--
  Payable to Lincoln
  National Life Insurance
  Company                             267           5
- ---------------------------  ------------   ---------
NET ASSETS                   $ 12,161,415   $ 208,874
- ---------------------------  ------------   ---------
                             ------------   ---------
UNITS OUTSTANDING               5,373,814     193,398
- ---------------------------  ------------   ---------
                             ------------   ---------
NET ASSET VALUE PER UNIT     $      2.263   $   1.080
- ---------------------------  ------------   ---------
                             ------------   ---------
</TABLE>
 
                                                                              43
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT G
STATEMENTS OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                      LINCOLN     LINCOLN
                                                      NATIONAL    NATIONAL
                                                      GROWTH AND  SPECIAL
                                                      INCOME      OPPORTUNITIES    BOND
                                         COMBINED     ACCOUNT     ACCOUNT          ACCOUNT
<S>                                      <C>          <C>         <C>              <C>
- -------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1995
Net investment income:
  - Dividends from investment income     $ 3,416,387  $  263,792    $  259,481      $   --
- ---------------------------------------
  - Dividends from net realized gain on
    investments                            6,961,490     441,950       366,209          --
- ---------------------------------------
  - Mortality and expense risk charge       (999,845)    (81,402)      (87,554)         --
- ---------------------------------------  -----------  ----------  --------------   --------
NET INVESTMENT INCOME                      9,378,032     624,340       538,136
- ---------------------------------------
Net realized and unrealized gain (loss)
    on investments:
  - Net realized gain (loss) on
    investments                              465,563      96,088        39,621          --
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                           18,836,942   2,388,516     2,168,369          --
- ---------------------------------------  -----------  ----------  --------------   --------
NET GAIN (LOSS) ON INVESTMENTS            19,302,505   2,484,604     2,207,990          --
- ---------------------------------------  -----------  ----------  --------------   --------
NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                      $28,680,537  $3,108,944    $2,746,126      $   --
- ---------------------------------------  -----------  ----------  --------------   --------
                                         -----------  ----------  --------------   --------
YEAR ENDED DECEMBER 31, 1996
Net investment income:
  - Dividends from investment income     $ 3,986,811  $  350,382    $  319,892      $2,639
- ---------------------------------------
  - Dividends from net realized gain on
    investments                           11,496,725     762,829       992,611          --
- ---------------------------------------
  - Mortality and expense risk charge     (1,427,887)   (126,693)     (129,298)       (201)
- ---------------------------------------  -----------  ----------  --------------   --------
NET INVESTMENT INCOME                     14,055,649     986,518     1,183,205       2,438
- ---------------------------------------
Net realized and unrealized gain (loss)
    on investments:
  - Net realized gain (loss) on
    investments                            1,351,611     108,147       125,457          57
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                            9,399,986   1,683,401     1,141,306         256
- ---------------------------------------  -----------  ----------  --------------   --------
NET GAIN (LOSS) ON INVESTMENTS            10,751,597   1,791,548     1,266,763         313
- ---------------------------------------  -----------  ----------  --------------   --------
NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                      $24,807,246  $2,778,066    $2,449,968      $2,751
- ---------------------------------------  -----------  ----------  --------------   --------
                                         -----------  ----------  --------------   --------
YEAR ENDED DECEMBER 31, 1997
Net investment income:
  - Dividends from investment income     $ 4,044,470  $        5    $      (23)     $4,638
- ---------------------------------------
  - Dividends from net realized gain on
    investments                           23,431,632     705,567     1,383,542       1,420
- ---------------------------------------
  - Mortality and expense risk charge     (1,988,506)   (206,354)     (184,467)       (624)
- ---------------------------------------  -----------  ----------  --------------   --------
NET INVESTMENT INCOME                     25,487,596     499,218     1,199,052       5,434
- ---------------------------------------
Net realized and unrealized gain (loss)
    on investments:
  - Net realized gain (loss) on
    investments                            2,821,673     283,003       232,953         415
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                           21,699,952   5,716,788     4,027,092         798
- ---------------------------------------  -----------  ----------  --------------   --------
NET GAIN (LOSS) ON INVESTMENTS            24,521,625   5,999,791     4,260,045       1,213
- ---------------------------------------  -----------  ----------  --------------   --------
NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS            $50,009,221  $6,499,009    $5,459,097      $6,647
- ---------------------------------------  -----------  ----------  --------------   --------
                                         -----------  ----------  --------------   --------
</TABLE>
 
See accompanying notes to financial statements.
 
44
<PAGE>
<TABLE>
<CAPTION>
                                                                                                     U.S.
                                                                                                     GOVERNMENT/
                                         CASH          HIGH-YIELD                                    AAA-RATED
                                         MANAGEMENT    BOND          GROWTH-INCOME    GROWTH         SECURITIES     INTERNATIONAL
                                         ACCOUNT       ACCOUNT       ACCOUNT          ACCOUNT        ACCOUNT        ACCOUNT
<S>                                      <C>           <C>           <C>              <C>            <C>            <C>
- --------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1995
Net investment income:
  - Dividends from investment income       $161,750    $   742,252     $   627,712    $    380,441     $ 318,526    $    442,407
- ---------------------------------------
  - Dividends from net realized gain on
    investments                                  --             --       1,190,400       4,324,940            --         410,806
- ---------------------------------------
  - Mortality and expense risk charge       (23,660)       (59,172)       (188,811)       (346,717)      (34,488)       (134,546)
- ---------------------------------------  -----------   -----------   --------------   ------------   ------------   ------------
NET INVESTMENT INCOME                       138,090        683,080       1,629,301       4,358,664       284,038         718,667
- ---------------------------------------
Net realized and unrealized gain (loss)
    on investments:
  - Net realized gain (loss) on
    investments                              12,432        (13,634)         18,101         281,629       (15,426)          6,616
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                             (14,338)       682,155       4,686,122       6,556,216       314,461       1,156,906
- ---------------------------------------  -----------   -----------   --------------   ------------   ------------   ------------
NET GAIN (LOSS) ON INVESTMENTS               (1,906)       668,521       4,704,223       6,837,845       299,035       1,163,522
- ---------------------------------------  -----------   -----------   --------------   ------------   ------------   ------------
NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                        $136,184    $ 1,351,601     $ 6,333,524    $ 11,196,509     $ 583,073    $  1,882,189
- ---------------------------------------  -----------   -----------   --------------   ------------   ------------   ------------
                                         -----------   -----------   --------------   ------------   ------------   ------------
YEAR ENDED DECEMBER 31, 1996
Net investment income:
  - Dividends from investment income       $126,289    $   875,112     $   812,649    $    370,838     $ 347,263    $    485,790
- ---------------------------------------
  - Dividends from net realized gain on
    investments                                  --             --       3,079,086       4,902,531            --       1,173,494
- ---------------------------------------
  - Mortality and expense risk charge       (22,622)       (77,097)       (288,921)       (485,077)      (37,510)       (198,903)
- ---------------------------------------  -----------   -----------   --------------   ------------   ------------   ------------
NET INVESTMENT INCOME                       103,667        798,015       3,602,814       4,788,292       309,753       1,460,381
- ---------------------------------------
Net realized and unrealized gain (loss)
    on investments:
  - Net realized gain (loss) on
    investments                              11,983         17,725         332,471         618,889       (14,584)         79,109
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                               2,026        318,611       2,054,284       1,901,460      (196,401)      2,298,121
- ---------------------------------------  -----------   -----------   --------------   ------------   ------------   ------------
NET GAIN (LOSS) ON INVESTMENTS               14,009        336,336       2,386,755       2,520,349      (210,985)      2,377,230
- ---------------------------------------  -----------   -----------   --------------   ------------   ------------   ------------
NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                        $117,676    $ 1,134,351     $ 5,989,569    $  7,308,641     $  98,768    $  3,837,611
- ---------------------------------------  -----------   -----------   --------------   ------------   ------------   ------------
                                         -----------   -----------   --------------   ------------   ------------   ------------
YEAR ENDED DECEMBER 31, 1997
Net investment income:
  - Dividends from investment income       $171,084    $   962,781     $ 1,032,122    $    479,889     $ 289,099    $    714,092
- ---------------------------------------
  - Dividends from net realized gain on
    investments                                  --        119,973       5,606,319      11,206,666            --       3,752,397
- ---------------------------------------
  - Mortality and expense risk charge       (24,180)       (88,415)       (417,922)       (659,250)      (34,397)       (285,408)
- ---------------------------------------  -----------   -----------   --------------   ------------   ------------   ------------
NET INVESTMENT INCOME                       146,904        994,339       6,220,519      11,027,305       254,702       4,181,081
- ---------------------------------------
Net realized and unrealized gain (loss)
    on investments:
  - Net realized gain (loss) on
    investments                              (5,933)        69,166         457,245       1,483,014       (28,443)        232,836
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                             (12,961)       141,586       4,645,465       8,245,961        85,423      (1,996,948)
- ---------------------------------------  -----------   -----------   --------------   ------------   ------------   ------------
NET GAIN (LOSS) ON INVESTMENTS              (18,894)       210,752       5,102,710       9,728,975        56,980      (1,764,112)
- ---------------------------------------  -----------   -----------   --------------   ------------   ------------   ------------
NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS              $128,010    $ 1,205,091     $11,323,229    $ 20,756,280     $ 311,682    $  2,416,969
- ---------------------------------------  -----------   -----------   --------------   ------------   ------------   ------------
                                         -----------   -----------   --------------   ------------   ------------   ------------
 
<CAPTION>
 
                                         ASSET         GLOBAL
                                         ALLOCATION    GROWTH
                                         ACCOUNT       ACCOUNT
<S>                                      <C>           <C>
- ---------------------------------------
YEAR ENDED DECEMBER 31, 1995
Net investment income:
  - Dividends from investment income     $   220,026   $     --
- ---------------------------------------
  - Dividends from net realized gain on
    investments                              227,185         --
- ---------------------------------------
  - Mortality and expense risk charge        (43,495)        --
- ---------------------------------------  -----------   --------
NET INVESTMENT INCOME                        403,716         --
- ---------------------------------------
Net realized and unrealized gain (loss)
    on investments:
  - Net realized gain (loss) on
    investments                               40,136         --
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                              898,535         --
- ---------------------------------------  -----------   --------
NET GAIN (LOSS) ON INVESTMENTS               938,671         --
- ---------------------------------------  -----------   --------
NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                      $ 1,342,387   $     --
- ---------------------------------------  -----------   --------
                                         -----------   --------
YEAR ENDED DECEMBER 31, 1996
Net investment income:
  - Dividends from investment income     $   295,957   $     --
- ---------------------------------------
  - Dividends from net realized gain on
    investments                              586,174         --
- ---------------------------------------
  - Mortality and expense risk charge        (61,565)        --
- ---------------------------------------  -----------   --------
NET INVESTMENT INCOME                        820,566         --
- ---------------------------------------
Net realized and unrealized gain (loss)
    on investments:
  - Net realized gain (loss) on
    investments                               72,357         --
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                              196,922         --
- ---------------------------------------  -----------   --------
NET GAIN (LOSS) ON INVESTMENTS               269,279         --
- ---------------------------------------  -----------   --------
NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                      $ 1,089,845   $     --
- ---------------------------------------  -----------   --------
                                         -----------   --------
YEAR ENDED DECEMBER 31, 1997
Net investment income:
  - Dividends from investment income     $   389,991   $    792
- ---------------------------------------
  - Dividends from net realized gain on
    investments                              655,327        421
- ---------------------------------------
  - Mortality and expense risk charge        (87,066)      (423)
- ---------------------------------------  -----------   --------
NET INVESTMENT INCOME                        958,252        790
- ---------------------------------------
Net realized and unrealized gain (loss)
    on investments:
  - Net realized gain (loss) on
    investments                               97,444        (27)
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                              850,297     (3,549)
- ---------------------------------------  -----------   --------
NET GAIN (LOSS) ON INVESTMENTS               947,741     (3,576)
- ---------------------------------------  -----------   --------
NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS            $ 1,905,993   $ (2,786)
- ---------------------------------------  -----------   --------
                                         -----------   --------
</TABLE>
 
                                                                              45
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT G
STATEMENTS OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                                       LINCOLN      LINCOLN
                                                       NATIONAL     NATIONAL
                                                       GROWTH AND   SPECIAL
                                                       INCOME       OPPORTUNITIES    BOND
                                         COMBINED      ACCOUNT      ACCOUNT          ACCOUNT
<S>                                      <C>           <C>          <C>              <C>
- ----------------------------------------------------------------------------------------------
NET ASSETS AT JANUARY 1, 1995            $ 94,846,503  $ 7,485,659    $ 7,809,178    $      --
Changes from operations:
  - Net investment income                   9,378,032      624,340        538,136           --
- ---------------------------------------
  - Net realized gain (loss) on
    investments                               465,563       96,088         39,621           --
- ---------------------------------------
  - Net change in unrealized
    appreciation or
    depreciation on investments            18,836,942    2,388,516      2,168,369           --
- ---------------------------------------  ------------  -----------  --------------   ---------
NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                        28,680,537    3,108,944      2,746,126           --
- ---------------------------------------
Net increase (decrease) from unit
    transactions                           28,358,892    1,977,166      2,810,990           --
- ---------------------------------------  ------------  -----------  --------------   ---------
TOTAL INCREASE (DECREASE) IN NET ASSETS    57,039,429    5,086,110      5,557,116           --
- ---------------------------------------  ------------  -----------  --------------   ---------
NET ASSETS AT DECEMBER 31, 1995           151,885,932   12,571,769     13,366,294           --
- ---------------------------------------  ------------  -----------  --------------   ---------
Changes from operations:
  - Net investment income                  14,055,649      986,518      1,183,205        2,438
- ---------------------------------------
  - Net realized gain (loss) on
    investments                             1,351,611      108,147        125,457           57
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                             9,399,986    1,683,401      1,141,306          256
- ---------------------------------------  ------------  -----------  --------------   ---------
NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                        24,807,246    2,778,066      2,449,968        2,751
- ---------------------------------------
Net increase (decrease) from unit
    transactions                           31,521,771    4,600,251      3,509,287      172,318
- ---------------------------------------  ------------  -----------  --------------   ---------
TOTAL INCREASE (DECREASE) IN NET ASSETS    56,329,017    7,378,317      5,959,255      175,069
- ---------------------------------------  ------------  -----------  --------------   ---------
NET ASSETS AT DECEMBER 31, 1996           208,214,949  $19,950,086    $19,325,549    $ 175,069
- ---------------------------------------  ------------  -----------  --------------   ---------
Changes from operations:
  - Net investment income                  25,487,596      499,218      1,199,052        5,434
- ---------------------------------------
  - Net realized gain (loss) on
    investments                             2,821,673      283,003        232,953          415
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                            21,699,952    5,716,788      4,027,092          798
- ---------------------------------------  ------------  -----------  --------------   ---------
NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS              50,009,221    6,499,009      5,459,097        6,647
- ---------------------------------------
Net increase (decrease) from unit
    transactions                           20,773,956    4,087,844      2,096,487       (7,565)
- ---------------------------------------  ------------  -----------  --------------   ---------
TOTAL INCREASE (DECREASE) IN NET ASSETS    70,783,177   10,586,853      7,555,584         (918)
- ---------------------------------------  ------------  -----------  --------------   ---------
NET ASSETS AT DECEMBER 31, 1997          $278,998,126  $30,536,939    $26,881,133    $ 174,151
- ---------------------------------------  ------------  -----------  --------------   ---------
                                         ------------  -----------  --------------   ---------
</TABLE>
 
See accompanying notes to financial statements.
 
46
<PAGE>
<TABLE>
<CAPTION>
                                                                                                      U.S.
                                                                                                      GOVERNMENT/
                                         CASH          HIGH-YIELD                                     AAA-RATED
                                         MANAGEMENT    BOND           GROWTH-INCOME    GROWTH         SECURITIES     INTERNATIONAL
                                         ACCOUNT       ACCOUNT        ACCOUNT          ACCOUNT        ACCOUNT        ACCOUNT
<S>                                      <C>           <C>            <C>              <C>            <C>            <C>
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSETS AT JANUARY 1, 1995            $3,526,723    $  5,604,276     $17,019,595    $ 31,409,675    $3,759,191    $ 14,003,574
Changes from operations:
  - Net investment income                   138,090         683,080       1,629,301       4,358,664       284,038         718,667
- ---------------------------------------
  - Net realized gain (loss) on
    investments                              12,432         (13,634)         18,101         281,629       (15,426)          6,616
- ---------------------------------------
  - Net change in unrealized
    appreciation or
    depreciation on investments             (14,338)        682,155       4,686,122       6,556,216       314,461       1,156,906
- ---------------------------------------  -----------   ------------   --------------   ------------   ------------   ------------
NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                         136,184       1,351,601       6,333,524      11,196,509       583,073       1,882,189
- ---------------------------------------
Net increase (decrease) from unit
    transactions                           (926,639)      1,849,002       6,722,920      10,147,186       660,433       4,032,586
- ---------------------------------------  -----------   ------------   --------------   ------------   ------------   ------------
TOTAL INCREASE (DECREASE) IN NET ASSETS    (790,455)      3,200,603      13,056,444      21,343,695     1,243,506       5,914,775
- ---------------------------------------  -----------   ------------   --------------   ------------   ------------   ------------
NET ASSETS AT DECEMBER 31, 1995           2,736,268       8,804,879      30,076,039      52,753,370     5,002,697      19,918,349
- ---------------------------------------  -----------   ------------   --------------   ------------   ------------   ------------
Changes from operations:
  - Net investment income                   103,667         798,015       3,602,814       4,788,292       309,753       1,460,381
- ---------------------------------------
  - Net realized gain (loss) on
    investments                              11,983          17,725         332,471         618,889       (14,584)         79,109
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                               2,026         318,611       2,054,284       1,901,460      (196,401)      2,298,121
- ---------------------------------------  -----------   ------------   --------------   ------------   ------------   ------------
NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                         117,676       1,134,351       5,989,569       7,308,641        98,768       3,837,611
- ---------------------------------------
Net increase (decrease) from unit
    transactions                           (440,669)        640,179       6,733,056       9,292,510      (501,388)      6,172,697
- ---------------------------------------  -----------   ------------   --------------   ------------   ------------   ------------
TOTAL INCREASE (DECREASE) IN NET ASSETS    (322,993)      1,774,530      12,722,625      16,601,151      (402,620)     10,010,308
- ---------------------------------------  -----------   ------------   --------------   ------------   ------------   ------------
NET ASSETS AT DECEMBER 31, 1996          $2,413,275    $ 10,579,409     $42,798,664    $ 69,354,521    $4,600,077    $ 29,928,657
- ---------------------------------------  -----------   ------------   --------------   ------------   ------------   ------------
Changes from operations:
  - Net investment income                   146,904         994,339       6,220,519      11,027,305       254,702       4,181,081
- ---------------------------------------
  - Net realized gain (loss) on
    investments                              (5,933)         69,166         457,245       1,483,014       (28,443)        232,836
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                             (12,961)        141,586       4,645,465       8,245,961        85,423      (1,996,948)
- ---------------------------------------  -----------   ------------   --------------   ------------   ------------   ------------
NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS               128,010       1,205,091      11,323,229      20,756,280       311,682       2,416,969
- ---------------------------------------
Net increase (decrease) from unit
    transactions                            491,093        (199,060)      5,555,807       3,832,434      (647,818)      4,187,294
- ---------------------------------------  -----------   ------------   --------------   ------------   ------------   ------------
TOTAL INCREASE (DECREASE) IN NET ASSETS     619,103       1,006,031      16,879,036      24,588,714      (336,136)      6,604,263
- ---------------------------------------  -----------   ------------   --------------   ------------   ------------   ------------
NET ASSETS AT DECEMBER 31, 1997          $3,032,378    $ 11,585,440     $59,677,700    $ 93,943,235    $4,263,941    $ 36,532,920
- ---------------------------------------  -----------   ------------   --------------   ------------   ------------   ------------
                                         -----------   ------------   --------------   ------------   ------------   ------------
 
<CAPTION>
 
                                         ASSET          GLOBAL
                                         ALLOCATION     GROWTH
                                         ACCOUNT        ACCOUNT
<S>                                      <C>            <C>
- ---------------------------------------
NET ASSETS AT JANUARY 1, 1995            $  4,228,632   $      --
Changes from operations:
  - Net investment income                     403,716          --
- ---------------------------------------
  - Net realized gain (loss) on
    investments                                40,136          --
- ---------------------------------------
  - Net change in unrealized
    appreciation or
    depreciation on investments               898,535          --
- ---------------------------------------  ------------   ---------
NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                         1,342,387          --
- ---------------------------------------
Net increase (decrease) from unit
    transactions                            1,085,248          --
- ---------------------------------------  ------------   ---------
TOTAL INCREASE (DECREASE) IN NET ASSETS     2,427,635          --
- ---------------------------------------  ------------   ---------
NET ASSETS AT DECEMBER 31, 1995             6,656,267          --
- ---------------------------------------  ------------   ---------
Changes from operations:
  - Net investment income                     820,566          --
- ---------------------------------------
  - Net realized gain (loss) on
    investments                                72,357          --
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                               196,922          --
- ---------------------------------------  ------------   ---------
NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                         1,089,845          --
- ---------------------------------------
Net increase (decrease) from unit
    transactions                            1,343,530          --
- ---------------------------------------  ------------   ---------
TOTAL INCREASE (DECREASE) IN NET ASSETS     2,433,375          --
- ---------------------------------------  ------------   ---------
NET ASSETS AT DECEMBER 31, 1996          $  9,089,642          --
- ---------------------------------------  ------------   ---------
Changes from operations:
  - Net investment income                     958,252         790
- ---------------------------------------
  - Net realized gain (loss) on
    investments                                97,444         (27)
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                               850,297      (3,549)
- ---------------------------------------  ------------   ---------
NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS               1,905,993      (2,786)
- ---------------------------------------
Net increase (decrease) from unit
    transactions                            1,165,780     211,660
- ---------------------------------------  ------------   ---------
TOTAL INCREASE (DECREASE) IN NET ASSETS     3,071,773     208,874
- ---------------------------------------  ------------   ---------
NET ASSETS AT DECEMBER 31, 1997          $ 12,161,415   $ 208,874
- ---------------------------------------  ------------   ---------
                                         ------------   ---------
</TABLE>
 
                                                                              47
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT G
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
 
1. ACCOUNTING POLICIES
 
THE SEPARATE ACCOUNT: Lincoln Life Flexible Premium Variable Life Account G
(Separate Account) was established as a segregated investment Account of Lincoln
National Life Insurance Company (Lincoln Life) on May 25, 1988. The Separate
Account was registered on January 4, 1989 under the Investment Company Act of
1940, as amended, as a unit investment trust, and commenced investment activity
on January 23, 1989.
 
INVESTMENTS: The Separate Account invests in Lincoln National Growth and Income
Fund, Inc., Lincoln National Special Opportunities Fund, Inc., and in the
American Variable Insurance Series (AVIS) which consists of nine funds: Bond
Fund, Cash Management Fund, High Yield 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. The Funds are
registered as open-ended management investment companies.
 
Investment transactions are accounted for on a trade-date basis and dividend
income is recorded on the ex-dividend date. The cost of investments sold is
determined by the average-cost method.
 
DIVIDENDS: Dividends 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
 
PERCENT OF PREMIUM CHARGE: Prior to allocation of net premiums to the Separate
Account, premiums paid are reduced by a percent of premium charge equal to 5.95%
of the premium. Amounts retained during 1997, 1996 and 1995 by Lincoln Life for
such charges were $2,288,120, $1,613,213 and $1,915,276, respectively.
 
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 .80%
of the average daily net asset value of the Separate Account. These charges are
made in return for Lincoln Life's assumption of risks associated with adverse
mortality experience or excess administrative expenses in connection with
policies issued.
 
OTHER CHARGES: Other charges, which are paid to Lincoln Life by redeeming
Separate Account units are for monthly administrative charges, the cost of
insurance, transfer and withdrawal charges, and contingent surrender charges.
These other charges for 1997, 1996 and 1995 amounted to $16,804,729, $15,234,260
and $12,594,208, respectively.
 
The monthly administrative charge amounts to $6 for each policy in force and is
intended to compensate Lincoln Life for continuing administration of the
policies, premium billings, overhead expenses, and other miscellaneous expenses.
 
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.
 
The transfer charge amounts to $10 each time a policyowner transfers funds from
one account to another; however, the transfer charge is currently being waived
for all transfers. The withdrawal charge amounts to $10 for each withdrawal from
the policy value by the policyowner.
 
   
Surrender charges are deducted if the policy is surrendered during the first
sixteen policy years. Surrender charges range from approximately 60% of the
required base minimum annual premium for surrenders in the first year to
approximately 120% in years two through five. Surrender charges in years six
through sixteen decrease by policy year to 0% in the seventeenth year. Surrender
charges are assessed separately on the initial specified policy amount and
subsequent increases to the specified policy amount. The amount of the surrender
charge assessed on increases to the specified policy amount would be equal to
the surrender charge that would apply to a new policy.
    
 
48
<PAGE>
THIS PAGE WAS INTENTIONALLY LEFT BLANK.
 
                                                                              49
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT G
NOTES TO FINANCIAL STATEMENTS CONTINUED
3. NET ASSETS
Net Assets at December 31, 1997 consisted of the following:
 
<TABLE>
<CAPTION>
                                                       LINCOLN      LINCOLN
                                                       NATIONAL     NATIONAL
                                                       GROWTH AND   SPECIAL
                                                       INCOME       OPPORTUNITIES    BOND
                                         COMBINED      ACCOUNT      ACCOUNT          ACCOUNT
<S>                                      <C>           <C>          <C>              <C>
- ----------------------------------------------------------------------------------------------
Unit transactions                        $167,198,950  $17,281,950    $15,690,662    $ 164,753
- ---------------------------------------
Accumulated net investment income          56,390,410    2,781,008      3,671,005        7,872
- ---------------------------------------
Accumulated net realized gain (loss) on
    investments                             5,453,115      539,768        411,256          472
- ---------------------------------------
Net unrealized appreciation
    (depreciation) on investments          49,955,651    9,934,213      7,108,210        1,054
- ---------------------------------------  ------------  -----------  --------------   ---------
                                         $278,998,126  $30,536,939    $26,881,133    $ 174,151
                                         ------------  -----------  --------------   ---------
                                         ------------  -----------  --------------   ---------
</TABLE>
 
50
<PAGE>
<TABLE>
<CAPTION>
                                                                                                      U.S.
                                                                                                      GOVERNMENT/
                                         CASH          HIGH-YIELD                                     AAA-RATED
                                         MANAGEMENT    BOND           GROWTH-INCOME    GROWTH         SECURITIES     INTERNATIONAL
                                         ACCOUNT       ACCOUNT        ACCOUNT          ACCOUNT        ACCOUNT        ACCOUNT
<S>                                      <C>           <C>            <C>              <C>            <C>            <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Unit transactions                        $2,429,653    $  7,657,025     $34,416,385    $ 51,003,574    $3,137,657    $ 27,569,378
- ---------------------------------------
Accumulated net investment income           613,274       3,404,129      13,188,133      21,843,884     1,260,798       7,078,342
- ---------------------------------------
Accumulated net realized gain (loss) on
    investments                              13,050          66,002         889,898       2,969,781       (83,542)        413,691
- ---------------------------------------
Net unrealized appreciation
    (depreciation) on investments           (23,599)        458,284      11,183,284      18,125,996       (50,972)      1,471,509
- ---------------------------------------  -----------   ------------   --------------   ------------   ------------   ------------
                                         $3,032,378    $ 11,585,440     $59,677,700    $ 93,943,235    $4,263,941    $ 36,532,920
                                         -----------   ------------   --------------   ------------   ------------   ------------
                                         -----------   ------------   --------------   ------------   ------------   ------------
 
<CAPTION>
 
                                         ASSET          GLOBAL
                                         ALLOCATION     GROWTH
                                         ACCOUNT        ACCOUNT
<S>                                      <C>            <C>
- ---------------------------------------
Unit transactions                        $  7,636,253   $ 211,660
- ---------------------------------------
Accumulated net investment income           2,541,175         790
- ---------------------------------------
Accumulated net realized gain (loss) on
    investments                               232,766         (27)
- ---------------------------------------
Net unrealized appreciation
    (depreciation) on investments           1,751,221      (3,549)
- ---------------------------------------  ------------   ---------
                                         $ 12,161,415   $ 208,874
                                         ------------   ---------
                                         ------------   ---------
</TABLE>
 
                                                                              51
<PAGE>
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>
- ---------------------------------------------------------------------------------------------
LINCOLN NATIONAL GROWTH AND INCOME ACCOUNT:
Purchases                                  2,600,974  $  8,543,093    3,030,491  $  7,940,162
- ---------------------------------------
Redemptions                               (1,346,269)   (4,455,249)  (1,271,214)   (3,339,911)
- ---------------------------------------  -----------  ------------  -----------  ------------
                                           1,254,705     4,087,844    1,759,277     4,600,251
LINCOLN NATIONAL SPECIAL OPPORTUNITIES ACCOUNT:
Purchases                                  1,870,000     6,635,215    2,750,822     7,958,079
- ---------------------------------------
Redemptions                               (1,289,684)   (4,538,728)  (1,540,629)   (4,448,792)
- ---------------------------------------  -----------  ------------  -----------  ------------
                                             580,316     2,096,487    1,210,193     3,509,287
BOND ACCOUNT:
Purchases                                    105,714       122,434      166,407       176,558
- ---------------------------------------
Redemptions                                 (120,249)     (129,999)      (3,954)       (4,240)
- ---------------------------------------  -----------  ------------  -----------  ------------
                                             (14,535)       (7,565)     162,453       172,318
CASH MANAGEMENT ACCOUNT:
Purchases                                  5,139,588     7,502,173    3,949,692     5,524,308
- ---------------------------------------
Redemptions                               (4,794,446)   (7,011,080)  (4,256,897)   (5,964,977)
- ---------------------------------------  -----------  ------------  -----------  ------------
                                             345,142       491,093     (307,205)     (440,669)
HIGH-YIELD BOND ACCOUNT:
Purchases                                  1,144,275     2,763,831    1,715,492     3,668,219
- ---------------------------------------
Redemptions                               (1,227,016)   (2,962,891)  (1,415,031)   (3,028,040)
- ---------------------------------------  -----------  ------------  -----------  ------------
                                             (82,741)     (199,060)     300,461       640,179
GROWTH-INCOME ACCOUNT:
Purchases                                  4,512,485    13,972,849    5,809,738    14,658,398
- ---------------------------------------
Redemptions                               (2,694,042)   (8,417,042)  (3,131,511)   (7,925,342)
- ---------------------------------------  -----------  ------------  -----------  ------------
                                           1,818,443     5,555,807    2,678,227     6,733,056
GROWTH ACCOUNT:
Purchases                                  6,230,491    21,208,459    8,719,238    24,218,575
- ---------------------------------------
Redemptions                               (5,086,010)  (17,376,025)  (5,375,805)  (14,926,065)
- ---------------------------------------  -----------  ------------  -----------  ------------
                                           1,144,481     3,832,434    3,343,433     9,292,510
U.S. GOVERNMENT/AAA-RATED SECURITIES ACCOUNT:
Purchases                                    584,730     1,070,773      893,153     1,547,206
- ---------------------------------------
Redemptions                                 (941,112)   (1,718,591)  (1,182,502)   (2,048,594)
- ---------------------------------------  -----------  ------------  -----------  ------------
                                            (356,382)     (647,818)    (289,349)     (501,388)
INTERNATIONAL ACCOUNT:
Purchases                                  5,373,832    10,692,573    6,868,046    11,569,758
- ---------------------------------------
Redemptions                               (3,271,803)   (6,505,279)  (3,197,051)   (5,397,061)
- ---------------------------------------  -----------  ------------  -----------  ------------
                                           2,102,029     4,187,294    3,670,995     6,172,697
ASSET ALLOCATION ACCOUNT:
Purchases                                  1,534,269     3,190,370    1,814,432     3,180,500
- ---------------------------------------
Redemptions                                 (961,388)   (2,024,590)  (1,051,982)   (1,836,970)
- ---------------------------------------  -----------  ------------  -----------  ------------
                                             572,881     1,165,780      762,450     1,343,530
GLOBAL GROWTH ACCOUNT:
Purchases                                    203,070       222,218           --            --
- ---------------------------------------
Redemptions                                   (9,672)      (10,558)          --            --
- ---------------------------------------  -----------  ------------  -----------  ------------
                                             193,398       211,660           --            --
                                                      ------------               ------------
NET INCREASE FROM UNIT TRANSACTIONS                   $ 20,773,956               $ 31,521,771
                                                      ------------               ------------
                                                      ------------               ------------
</TABLE>
 
52
<PAGE>
 
<TABLE>
<CAPTION>
                                         YEAR ENDED
                                         DECEMBER 31, 1995
                                         UNITS        AMOUNT
<S>                                      <C>          <C>
- -----------------------------------------------------------------
LINCOLN NATIONAL GROWTH AND INCOME ACCOUNT:
Purchases                                  2,055,226  $ 4,331,249
- ---------------------------------------
Redemptions                               (1,102,761)  (2,354,083)
- ---------------------------------------  -----------  -----------
                                             952,465    1,977,166
LINCOLN NATIONAL SPECIAL OPPORTUNITIES ACCOUNT:
Purchases                                  2,396,296    5,864,717
- ---------------------------------------
Redemptions                               (1,241,173)  (3,053,727)
- ---------------------------------------  -----------  -----------
                                           1,155,123    2,810,990
BOND ACCOUNT:
Purchases                                         --           --
- ---------------------------------------
Redemptions                                       --           --
- ---------------------------------------  -----------  -----------
                                                   0            0
CASH MANAGEMENT ACCOUNT:
Purchases                                  3,356,421    4,498,830
- ---------------------------------------
Redemptions                               (4,053,880)  (5,425,469)
- ---------------------------------------  -----------  -----------
                                            (697,459)    (926,639)
HIGH-YIELD BOND ACCOUNT:
Purchases                                  2,080,267    3,889,306
- ---------------------------------------
Redemptions                               (1,085,893)  (2,040,304)
- ---------------------------------------  -----------  -----------
                                             994,374    1,849,002
GROWTH-INCOME ACCOUNT:
Purchases                                  5,265,828   10,851,653
- ---------------------------------------
Redemptions                               (2,006,028)  (4,128,733)
- ---------------------------------------  -----------  -----------
                                           3,259,800    6,722,920
GROWTH ACCOUNT:
Purchases                                  8,484,519   20,440,139
- ---------------------------------------
Redemptions                               (4,275,912) (10,292,953)
- ---------------------------------------  -----------  -----------
                                           4,208,607   10,147,186
U.S. GOVERNMENT/AAA-RATED SECURITIES ACCOUNT:
Purchases                                  1,461,561    2,394,107
- ---------------------------------------
Redemptions                               (1,061,214)  (1,733,674)
- ---------------------------------------  -----------  -----------
                                             400,347      660,433
INTERNATIONAL ACCOUNT:
Purchases                                  6,377,390    9,357,221
- ---------------------------------------
Redemptions                               (3,654,124)  (5,324,635)
- ---------------------------------------  -----------  -----------
                                           2,723,266    4,032,586
ASSET ALLOCATION ACCOUNT:
Purchases                                  1,807,361    2,658,932
- ---------------------------------------
Redemptions                               (1,066,852)  (1,573,684)
- ---------------------------------------  -----------  -----------
                                             740,509    1,085,248
GLOBAL GROWTH ACCOUNT:
Purchases                                         --           --
- ---------------------------------------
Redemptions                                       --           --
- ---------------------------------------  -----------  -----------
                                                  --           --
                                                      -----------
NET INCREASE FROM UNIT TRANSACTIONS                   $28,358,892
                                                      -----------
                                                      -----------
</TABLE>
 
                                                                              53
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT G
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>
- -----------------------------------------------------------------
Lincoln National Growth and Income
    Account                              $ 5,991,794  $ 1,067,165
- ---------------------------------------
Lincoln National Special Opportunities
    Account                                4,887,689    1,284,660
- ---------------------------------------
Bond Account                                 126,557      128,799
- ---------------------------------------
Cash Management Account                    6,853,350    6,216,910
- ---------------------------------------
High-Yield Bond Account                    2,163,428    1,375,016
- ---------------------------------------
Growth-Income Account                     13,712,301    1,963,561
- ---------------------------------------
Growth Account                            21,044,371    6,230,114
- ---------------------------------------
U.S. Government/AAA-Rated Securities
    Account                                  727,410    1,123,633
- ---------------------------------------
International Account                     10,032,901    1,683,385
- ---------------------------------------
Asset Allocation Account                   2,709,218      591,069
- ---------------------------------------
Global Growth Account                        220,915        8,460
- ---------------------------------------  -----------  -----------
                                         $68,469,934  $21,672,772
                                         -----------  -----------
                                         -----------  -----------
</TABLE>
 
6. NEW INVESTMENT FUND
 
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.
 
7. DAILY VALUATION CALCULATIONS
 
   
Effective October 1996, the daily unit value calculation process was transferred
from Lincoln Life to the Delaware Group, an affiliate of Lincoln Life. Costs
associated with the calculation of the unit value are paid by Lincoln Life.
    
 
54
<PAGE>
REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
 
Board of Directors of The Lincoln National Life Insurance Company
and
Policyowners of Lincoln National Flexible Premium Variable Life
Account G
 
We have audited the accompanying statement of assets and liability of
Lincoln National Flexible Premium Variable Life Account G (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 G 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.
 
                                                 [SIGNATURE]
 
Fort Wayne, Indiana
April 8, 1998
 
                                                                              55

<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

<PAGE>
   
PREFACE TO THE MULTI FUND-REGISTERED TRADEMARK- PROSPECTUSES
    
 
   
THE PREFACE AND DIRECTORY ARE PART OF THE PROSPECTUS FOR EACH OF THE FOLLOWING
FUNDS:
    
 
   
Lincoln National Growth and Income Fund, Inc. (GI)
    
 
   
Lincoln National Special Opportunities Fund, Inc. (SO)
    
 
   
Shares of all the FUNDS are sold to Lincoln National Life Insurance Co. (LINCOLN
LIFE) for allocation to its Variable Annuity Account C (THE VARIABLE ANNUITY
ACCOUNT [VAA]) to fund VARIABLE ANNUITY CONTRACTS and for allocation to its
Variable Life Account K to fund variable life insurance contracts.
    
 
   
To fund its variable life contracts, Variable Life Account D buys shares of the
Bond, Growth and Income, Managed, Money Market and Special Opportunities Funds.
To fund its variable life contracts, Variable Life Account G buys shares of the
Growth and Income and Special Opportunities Funds.
    
 
   
Each of these Variable Life and Annuity Accounts may be referred to as a
VARIABLE ACCOUNT. For each FUND listed above, see Description of the fund in its
Prospectus for a statement of that FUND'S investment objective. Each of these
FUNDS is referred to individually as a FUND; collectively, as the FUNDS.
    
 
   
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION (SEC) NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THESE PROSPECTUSES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
    
 
   
These Prospectuses set forth concisely the information about each FUND that you
ought to know before investing. Please read and keep this Prospectus booklet for
future reference.
    
 
   
A separate STATEMENT OF ADDITIONAL INFORMATION (SAI) for each FUND has been
filed with the SEC. By this reference, each SAI, dated May 1, 1998, is
incorporated into the Prospectus of the FUND with which it is registered. A free
copy will be provided upon request. Either write Lincoln National Life Insurance
Co., P.O. Box 2340, Fort Wayne, Indiana 46801 or call 1-800-4LINCOLN (454-6265).
    
 
   
The Financial Highlights table of each FUND contains per-share data calculated
on the basis of a share outstanding throughout the period, together with
financial ratios and other supplemental data. The Financial Highlights table is
incorporated by reference to the FUND'S 1997 Annual Report. A copy of the Annual
Report will be provided on request and without charge. Either write Lincoln
National Life Insurance Co., P.O. Box 2340, Fort Wayne, Indiana 46801 or call
1-800-4LINCOLN (454-6265).
    
 
   
NO DEALER, SALESPERSON, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THESE
PROSPECTUSES, IN CONNECTION WITH THE OFFERS CONTAINED IN THEM. IF ANY ARE GIVEN
OR MADE, THE INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE FUND(S) IN QUESTION. THESE PROSPECTUSES DO NOT CONSTITUTE
OFFERS BY THE FUNDS TO SELL, OR SOLICITATIONS OF ANY OFFERS TO BUY, ANY OF THE
SECURITIES OFFERED BY THEM IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL FOR THE FUNDS TO MAKE THOSE OFFERS.
    
 
   
Prospectuses dated May 1, 1998
    
 
   
                                                                             F-1
    
<PAGE>
   
DIRECTORY FOR THE FUND PROSPECTUSES
    
 
   
<TABLE>
<CAPTION>
SUBJECT                                          PAGE
<S>                                            <C>
- --------------------------------------------------------
PREFACE                                              F-1
DESCRIPTION OF THE FUND
Growth and Income Fund                               F-3
Special Opportunities Fund                           F-5
- --------------------------------------------------------
INVESTMENT POLICIES AND TECHNIQUES
Growth and Income Fund                               F-3
Special Opportunities Fund                           F-5
- --------------------------------------------------------
INVESTMENT RESTRICTIONS
Growth and Income Fund                               F-3
Special Opportunities Fund                           F-6
STRATEGIC PORTFOLIO TRANSACTIONS
Growth and Income Fund                               F-4
Special Opportunities Fund                           F-7
- --------------------------------------------------------
APPENDIX -- CONTAINS IMPORTANT INFORMATION
FOR ALL FUNDS
Net asset value                                      F-9
Management of the funds                              F-9
Purchase of securities being offered                F-11
Sale and redemption of shares                       F-12
Distributions and federal income tax
considerations                                      F-12
Management discussion of fund performance           F-12
Description of shares                               F-12
Strategic portfolio transactions --
additional information                              F-13
Foreign investments                                 F-15
General information                                 F-17
Statement of Additional Information
Table of contents -- 11 underlying funds            F-20
 
</TABLE>
    
 
   
F-2
    
<PAGE>


                                                                BULK RATE
                                                               U.S. POSTAGE
                                                                   PAID
                                                               BROOKLYN, NY
                                                              PERMIT NO. 148








            [LOGO]

Fort Wayne, Indiana 46801
- -C- 1998 Lincoln National Life Insurance Co.
                                                             May 98  [LOGO]

<PAGE>
 
    
     This filing is made pursuant to Rule 6e-3(T)

UNDERTAKING TO FILE REPORTS

     Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

REPRESENTATION PURSUANT TO SECTION 26(e) (2) (A)
               OF THE INVESTMENT COMPANY ACT OF 1940

     Lincoln National Life Insurance Company hereby represents that the fees and
charges deducted under the Policies registered by this registration statement,
in the aggregate, are reasonable in relation to the services rendered, the
expenses expected to be incurred, and the risks assumed by Lincoln National Life
Insurance Company.     

                  CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet

Reconciliation and Tie-in Sheet
    
The Prospectus consisting of 146 pages     
    
The undertaking to file reports

The representations pursuant to Section 26(e) (2) (A) of the Investment Company 
Act of 1940     

The signatures
    
The written consents of the following persons:

  John L. Steinkamp, Esquire
  Denis G. Schwartz, FSA
  Ernst & Young LLP     

The following exhibits:
    
      1.   The following exhibits correspond to those required by paragraph
           A of the instructions as to exhibits in Form N-8B-2:
   
          (1)    Resolution of the Board of Directors of Lincoln National Life
                 Insurance Co. and related documents authorizing establishment
                 of the Account.
    
          (2)    Not applicable.
                 
          (3)    (a)   Not applicable.
                 
                 (b)   Not applicable.
   
                 (c)   Commission schedule.
    
          (4)    Not applicable.

          (5)    (a) Application.
                 (b) Policy.

          (6)    (a)   Articles of Incorporation of The Lincoln National Life
                       Insurance Co. are incorporated herein by reference to
                       registration statement filed on Form S-6 
                       (file no. 333-40745) filed on November 21, 1997.
                 
                 (b)   Bylaws of Lincoln National Life Insurance Company 
                       are incorporated herein by reference to
                       registration statement filed on Form S-6 
                       (file no. 333-40745) filed on November 21, 1997.
                 
          (7)    Not applicable.
                 
          (8)    Series Participation Agreement.

   
          (9)(a) Proposed form of Indemnification Agreement related to
                 compliance with IRC Section 817(h) and the regulations
                 thereunder. *
    

          (9)(b) Services Agreement between Lincoln National Life Insurance
                 Company, Delaware Management Holding Company, Inc. and Delaware
                 Services Company, Inc. is incorporated herein by reference to
                 registration statement filed on Form S-6 (file no. 333-40745)
                 filed on November 21, 1997.

          (10)   See Exhibit 1(5)(a).

   
* To be filed by amendment.
    


<PAGE>
 
   
     2.  See Exhibit 1(5).
    
     3.  Opinion and consent of John L. Steinkamp, Vice President and
         Associate General Counsel of Lincoln National Life Insurance
         Company.

     4.  Not applicable.

     5.  Opinion and consent of Denis G. Schwartz, F.S.A.

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

     7.  Not applicable.

     8.  Power of Attorney.
    

<PAGE>

                                  SIGNATURES 
   
     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Lincoln Life Flexible Premium Variable Life Account G, certifies that it
meets all the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this post-effective amendment to this Registration Statement to be signed on its
behalf by the undersigned hereunto duly authorized, in the City of Fort Wayne,
State of Indiana on the 23rd day of April, 1998.
    

                  THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
                on its own behalf as Depositor and on behalf of
             LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT G
                          
                       By: /s/ Stephen H. Lewis
                          ---------------------------------------
                                    Stephen H. Lewis
                                  Senior Vice President

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

   
<TABLE>
<CAPTION>
           Signature                            Title                  Date
           ---------                            -----                  ----
<S>                         <C>                                  <C>
   

/s/ Gabriel L. Shaheen
- ----------------------------  Chief Executive Officer,             April 23, 1998
Gabriel L. Shaheen            President and Director
                              (Principal Executive Officer)

/s/ Keith J. Ryan
- ----------------------------  Senior Vice President,               April 23, 1998
Keith J. Ryan                 Assistant Treasurer
                              and Chief Financial Officer 
                              (Principal Financial Officer and
                              Principal Accounting Officer)
  
/s/ Jon A. Boscia
- ----------------------------  Director                             April 23, 1998
Jon A. Boscia


- ----------------------------  Executive Vice President,            April   , 1998
Jack D. Hunter                General Counsel and Director
 

- ----------------------------  Director                             April   , 1998
H. Thomas McMeekin

             *
- ----------------------------  Director                             April 23, 1998
Ian M. Rolland


- ----------------------------  Director and                         April  , 1998
Lawrence T. Rowland           Executive Vice President

/s/ Richard C. Vaughan
- ----------------------------   Director                            April 23, 1998
Richard C. Vaughan




*/s/ John L. Steinkamp
- ----------------------------   pursuant to a Power of Attorney filed
John L. Steinkamp              with Post-Effective Amendment No. 2 to this
                               Registration Statement.

</TABLE>
    

<PAGE>

                                   BOARD RESOLUTION
                                          OF
                     THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

                               ADOPTED NOVEMBER 4, 1982

82-28          RESOLVED, That the resolution relating to the establishment of 
          segregated investment accounts, adopted by the Board of Directors 
          on September 12, 1968, is hereby rescinded effective this date; and
          
               RESOLVED FURTHER, That the chief executive officers of the 
          Company is hereby authorized in his discretion from time to time to 
          establish one or more segregated investment accounts in accordance 
          with the provisions of the Indiana Insurance Law, for such purpose 
          or purposes as he may determine and as may be appropriate under the 
          Indiana Insurance Law; and

               RESOLVED FURTHER, That if in the opinion of legal counsel of 
          the Company it is necessary or desirable to register any of such 
          accounts under the Investment Company Act of 1940 or to register a 
          security issued by any such account under the Securities Act of 
          1933, or to make application for exemption from registration, the 
          chief executive officer or such other officers as he may designate 
          are hereby authorized to accomplish any such registration or to 
          make any such application for exemption, and to perform all other 
          acts as may be desirable or necessary in connection with the 
          conduct of business of the Company with respect to any such account.

<PAGE>

                    ESTABLISHMENT OF SEGREGATED INVESTMENT ACCOUNT

                                          of

                     THE LINCOLN NATIONAL LIFE INSURANCE COMPANY


     Pursuant to the authority given me by Resolution No.  82-28 of the Board of
Directors of The Lincoln National Life Insurance Company (the "Company") dated
November 4, 1982, I establish a segregated investment account designated
"Lincoln National Flexible Premium Variable Life Account G" (the "Account"). 
The Account is to be used in connection with the issuance by the Company of
flexible premium variable life insurance policies (the "Policies").  The Account
will be registered as a unit investment trust with the Securities and Exchange
Commission ("SEC") and shall invest in shares of investment companies which are
registered with the SEC.  


Dated March 12, 1986                          /s/ IAN M.  ROLLAND
                                           -------------------------------
                                                  Ian M.  Rolland
                                                  Chief Executive Officer

<PAGE>

                             AMENDMENT TO THAT CERTAIN
                         MEMORANDUM EXECUTED MAY 25, 1988,
                                          
                                     REGARDING:
                                          
                   ESTABLISHMENT OF SEGREGATED INVESTMENT ACCOUNT
            (LINCOLN NATIONAL FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT G)
                                         OF
                                          
                    THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

     Pursuant to the authority given me by Resolution No.82-28 of the Board of
Directors of The Lincoln National Life Insurance Company (the "Company") dated
November 4, 1982, I hereby amend that certain memorandum executed on May 25,
1988, by (the "Organizing Memorandum"), (copy attached) for the sole purpose of
changing the name of the Separate Account.  Henceforth the name of the Separate
Account shall be: "Lincoln Life Flexible Premium Variable Life Account G."

     All other terms and provisions of the Organizing Memorandum remain in
effect.


                                                 /s/ JON A.  BOSCIA
                                               ------------------------------
                                                     Jon A.  Boscia
                                                     Chief Executive Officer

Effective Date: June 18, 1997



<PAGE>

<TABLE>
<CAPTION>

                 INDIVIDUAL LIFE COMMISSION SCHEDULE (Contract 1285)
                    For Payment of First Year Policy Commissions,
                        Renewal Commissions, and Service Fees
- --------------------------------------------------------------------------------
                                                         (1)
                            American Lagacy Variable Life

                POLICY            TARGET            EXCESS
                 YEAR            PREMIUM           PREMIUM  
- --------------------------------------------------------------------------------
               <S>               <C>               <C>
                                      (2)
                   1               50%              2.5%    
- --------------------------------------------------------------------------------
                 2-10              2.5%             2.5%
- --------------------------------------------------------------------------------
               11 or more          2.5%             2.5%    
- --------------------------------------------------------------------------------

</TABLE>

     1.   Starting in the third policy year, this policy will be eligible for
          equity participation as follows: .20% of the excess of the policy
          value over policy loans. Equity participation in years 3 through 10
          represent renewal commissions and service fees in the llth and
          subsequent years.

     2.   Additional First Year Commissions paid:
          a.   50% of the target premium for increase in specified amount.
               (An increase for this purpose will include only the portion of 
               the increase in excess of the previous highest specified amount.)
          b.   50% of the cost of insurance for all other increases or rider
               additions.
               There will be a prorate chargeback of these commissions if within
               12 months of the increase the policy is surrendered or such
               increase in coverage is decreased or deleted.



<PAGE>

<TABLE>
<S><C>

LINCOLN LIFE
Lincoln National Life Insurance Co.                                                                   APPLICATION FOR LIFE INSURANCE
Fort Wayne, IN 4680-1110                                                                                                    PART ONE
219-455-2000                                                                                                            PLEASE PRINT
- ------------------------------------------------------------------------------------------------------------------------------------

                              LAST                         FIRST                               MIDDLE INITIAL
              (a) Full name
1.PROPOSED    (b) Social Security number                       (c)   Date of birth   /   /   (d)   Age
  INSURED                             STATE / COUNTRY
              (e) Birthplace                                   (f)   Sex       Male       Female 
              (g) Driver's license #                           State
                                       NO. & STREET                  CITY           COUNTY      STATE         ZIP
              (h) Residence address 
              (I) Phone no. (     )   -
              (j) Employer's name
                                       NO. & STREET                  CITY           COUNTY      STATE         ZIP
              (k) Employer's address
              (l) Phone no. (     )   -
              (m) Occupation
              (n) Occupational duties
              (o) Annual earned income $                             (p)   Income front other sources $
              (q) List other sources

- ------------------------------------------------------------------------------------------------------------------------------------
2. PLAN       (a) Plan of insurance
   SELECTIONS (b) Amount of insurance  $              (c) If UL or VUL       Level (basic)        Increasing (basic plus)

              (d) If Whole Life: Is automatic premium loan provision to be in effect?      Yes        No
                  (If neither box is checked, "No" is assumed,)
              (e) Term rider coverage
                       Proposed insured also applying for term rider coverage. Amount of term rider $____________
                       (If additional benefits/riders are requested on term coverage for proposed insured, indicate in
                       Special Instructions.)
                       Other(s) applying for a term rider. List names. (Also complete form 750TR for each term rider.)

              (f)  Additional benefits/policy riders (base insured only):
                    Accelerated benefit rider (sign form               Contingent option insurability rider $
                   in back                                           Option life name/D.O.B./sex
                    Accidental death benefit $___________              Retirement option insurability rider
                    Automatic increase rider (UL)                    $ ___________ Option date ___________
                    Children's term rider __________ units             First-to-die rider (UL/VUL) Complete 750TR for
                    Convalescent care benefit (UL/VUL)               each other covered insured) $ _____________
                    Disability benefit payment $_____ /month         Name(s) of other covered insured(s) ____________
                    Guaranteed insurability __________ units   _______________________________________________
                    Policy split option (Survivor Life only)           Last survivor rider (UL/VUL) (Complete 750TR 
                    Waiver of cost of insurance (UL/VUL)             for each other covered insured) $ _______________
                    Waiver of premium benefit (Non-UL)               Name(s) of other covered insured(s) ____________
                    Other benefits/riders __________________   ________________________________________________
                 ___________________________________                  Paid up additions purchase rider (WL only)
                 ___________________________________                       Purchase option A: single premium $ _______
                 ___________________________________                       Purchase option B: level premium $ ________

- ------------------------------------------------------------------------------------------------------------------------------------
3. SPECIAL
   INSTRUCTIONS

Form 750L 3/94                Lincoln National Life Insurance Co. is a part of Lincoln National Corporation

<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
4. BENEFICIARY(IES)      (a)  Primary

                                                     LAST                  FIRST                     MIDDLE INITIAL
Proceeds are paid             (1) Full name
equally to all                                   (IF NO RELATIONSHIP GIVE ADDRESS)
surviving primary             (2) Relationship                                        (3)  Date of birth     /       /
beneficiaries unless
otherwise stated. if     (b)     Primary    Contingent
there are no surviving                               LAST                  FIRST                     MIDDLE INITIAL
primary beneficiaries,        (1) Full name  
proceeds are paid                                (IF NO RELATIONSHIP GIVE ADDRESS)
equally to all                (2) Relationship                                        (3)  Date of birth     /       /
surviving contingent     (c)     Primary    Contingent
beneficiaries unless                                 LAST                  FIRST                     MIDDLE INITIAL
otherwise stated.             (1) Full name  
                                                 (IF NO RELATIONSHIP GIVE ADDRESS)
                              (2) Relationship                                        (3)  Date of birth     /       /

- ------------------------------------------------------------------------------------------------------------------------------------
5. OWNER                 (a)  Full name                                                (b) Date of birth       /   /    
Complete only if         (c)  Social Security no./Tax I.D.     -  -           (d) Relationship to proposed insured
other than proposed      (e)  Residence address
insured                  (f)  If proposed insured is a minor, will policy ownership pass as a gift to proposed insured at age 21 ?
                                  Yes      No (If you check "No," policy ownership will pass to the estate of the owner if the owner
                              and any contingent owner die before the insured. If neither box is checked,"No" is assumed.)
                         (g)  Contingent owner (name/relationship to proposed insured)
                         (h)  If two or more Primary owners are named, complete special instructions and check applicable block:
                                 Joint owners with right of survivorship between them
                                 Common owners with no right of survivorship between them

- ------------------------------------------------------------------------------------------------------------------------------------
6. APPLICANT             (a)  Applicant is        Owner          Other
Complete only if         (b)  Total amount of life insurance in force on Applicant $ 
other than               (c)  Occupation                                (d) Annual income $
proposed insured
                         COMPLETE THE FOLLOWING ONLY IF APPLICANT IS OTHER THAN OWNER OR PROPOSED INSURED.
                         (e)   Social Security no./Tax I.D.      -       -      (f) Date of birth
                         (g)  Relationship to proposed insured
                         (h)  Residence address

- ------------------------------------------------------------------------------------------------------------------------------------
7. CHILDREN                         Relationship to           Date             Height          Weight       Amount of life
List only those to be     Name     proposed insured         of birth           ft. in.        (pounds)     insurance in force
insured on children's
rider. For additional
children, enter in
Special Instructions

<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
8. MONEY WITH      Yes, give amount $ ______________________   If "Yes," complete Conditional Receipt.
   APPLICATION     No

- ------------------------------------------------------------------------------------------------------------------------------------
9. PREMIUM               (a)  Send notices to    Residence address     Employer's address        Owner         Other
                         (b)  Billing frequency       Monthly              Quarterly             Semi-annually
                                                    (EFT/PRD/M.A. only)    Annually              Single premium
                         (c)  Billing method      EFT (Monthly only) (Current # _____________)      Direct
                                                  Military allotment (#________________)       PRD (#___________)
                         (d)  M.E.C.         Yes, policy should be allowed to become a Modified Endowment Contract (M.E.C.).
                                             No, policy should NOT be allowed to become a Modified Endowment Contract
                                               (M.E.C.).
                                               Premiums in excess of M.E.C. premium will be refunded to the owner.
 
- ------------------------------------------------------------------------------------------------------------------------------------
10. ALLOCATION OF    REQUEST ONLY THOSE SUBACCOUNTS AVAILABLE WITH THE PRODUCT SELECTED. Refer to product prospectuses.
    PREMIUM          (Whole % only-each elected subaccount must be at least 10%. Total of all subaccounts must equal 100%.)
    Applies only to  AVIS SUBACCOUNTS                             LNIMC SUBACCOUNTS
    Variable Life    ALLOCATION     SUBACCOUNT                    ALLOCATION     SUBACCOUNT
                         %General account (LNL)                  %General account (LNL)
                         %Growth                                 %Growth
                         %Growth-income                          %Bond
                         %High yield bond                        %International
                         %U.S. Govt/AAA-rated securities         %Managed
                         %Cash management                        %Money market
                         %     International                          %Putnam Master
                         %Asset allocation                       %Social awareness
                         %                                       %Special opportunities
                         %                                       %Aggressive growth
                         %                                       %Capital Appreciation
                         %                                       %Equity-income
                         %                                       %

- ------------------------------------------------------------------------------------------------------------------------------------
11. ANNUAL               I, the owner, certify under penalties of perjury that my correct SSN/TIN is included on this
DIVIDENDS                application and I have not been notified that I am subject to backup withholding.
Applies only to          if so notified, initial here. __________
participating            Select option desired:
policies                  Paid in cash            Reduce premiums          Paid up additions         Left at interest
                          One year term (select one):
                          Balance paid in cash              Balance to reduce premiums
                          Balance to additions              Balance to accumulate

- ------------------------------------------------------------------------------------------------------------------------------------
12. TOTAL           (a) If none, check here    
    INSURANCE                           PLAN                                                             COVERAGE TO       1035
    CURRENTLY IN                        (I.E. TERM, WHOLE    AMOUNT OF    ACCIDENTAL DEATH     ISSUE     BE REPLACED?   EXCHANGE?
    FORCE ON        (b)    COMPANY LIFE, UL, V(JL, ETC.)     INSURANCE     BENEFIT AMOUNT       DATE       YES*  NO      YES*  NO
    PROPOSED                
    INSURED(s)              

               (c) will premiums for insurance applied for be paid by policy loan or withdrawals from any existing
                   life policy or annuity?      Yes*       No
               *IF "YES," COMPLETE AND SUBMIT APPLICABLE STATE-REQUIRED REPLACEMENT FORM(S) WITH THIS APPLICATION.
<PAGE>
- ------------------------------------------------------------------------------------------------------------------------------------
13. CORPORATION/              (a) Value of business: Net worth $ ______________________  (b) Fair market value $ _______________
    BUSINESS                  (c) Proposed insured's interest: percent owned _______ %
    ASSOCIATE                 (d) Names of other officers and co-owners and amount of business insurance on their lives
    Complete only if a            (if any not insured, explain)
    corporation or a   
    business associate is                  VALUE OF                 PERCENTAGE     AMOUNT         AMOUNT
    beneficiary or owner         NAME      BUSINESS INTEREST        OWNED          NOW CARRIED    NOW REQUESTED
    of the policy
- ------------------------------------------------------------------------------------------------------------------------------------
14. GENERAL         THE FOLLOWING QUESTIONS PERTAIN TO ALL       PROPOSED
    INFORMATION     PROPOSED INSUREDS, INCLUDING CHILDREN TO     INSURED       CHILDREN    GIVE FULL DETAILS FOR ALL "YES" ANSWERS
                    BE COVERED UNDER CHILDREN'S RIDER.           YES   NO      YES   NO    (INDICATE QUESTION NUMBER.)

(a)   Are there any applications) for any life or health insurance
      pending or contemplated?

(b)   Have you ever received or claimed disability benefits or a
      pension for any injury, sickness, or impaired condition?

(c)   In the past 5 years, have you made, or contemplated making,
      any flight other than as a passenger?
      (If "Yes," complete aviation questionnaire.)

(d)   In the past 5 years, have You engaged in, or contemplated
      engaging in: ballooning; parachuting; hang gliding; vehicle
      racing; scuba diving below 60 feet; mountain climbing, or any
      similar sport or avocation?
      (If "Yes," circle activity and complete appropriate questionnaire.)

(e)   Do you have any intentions of traveling or living outside the
      U.S.A. or Canada in the next 2 years except for vacation(s)?

(f)   In the past Io years have you used alcohol to excess or intoxication;
      or been convicted for the use or possession of alcohol; or received
      advice, counseling or treatment as the result of the use of alcohol
      or drugs; or used or been convicted for the use or possession of any
      narcotic, stimulant, sedative, or hallucinogenic drug?
      (If "Yes," complete Drug/Alcohol questionnaire.)

(g)   In the past 5 years have you been convicted of 2 or more
      moving violations, or driving under the influence, or had a
      driver's license suspended or revoked? If yes, give details.

(h)   In the past 10 years have you been convicted of a felony?

(I)   In the past 10 years have you:
      (1) been diagnosed as having, or been treated for, Acquired
      Immune Deficiency Syndrome (AIDS) or HIV disease by a
      member of the medical profession? 
      (2) tested positive for antibodies to the HIV virus?

- ------------------------------------------------------------------------------------------------------------------------------------
15. TOBACCO USE -        What type of tobacco (nicotine) have you used in the past 12 months?
    PRIMARY               None
    PROPOSED              Cigarettes (average number smoked per day?
    INSURED               Pipe; cigar; chewing tobacco; snuff; nicotine gum or nicotine patch; other. (Circle type(s) used.)
<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
16. MEDICAL              (a)   Do you have a regular doctor?       Yes        No
    INFORMATION-              if "Yes," name and address of your regular doctor ___________________________________________________
    PROPOSED                  _____________________________________________________________________________________________________
    INSUREDS             (b)  Date last consulted   /   /     (c)  Reasons and results _________________________
    Questions (a)        (d)  Height ____ ft. ____ in.        (e)  Weight ________  lbs.
    through (h) in this  (f)  Have you lost 10 pounds or more in the past year?      Yes         No If "Yes," amount lost ____ lbs.
    section apply to          Reason for weight loss?_______________________________________________________
    primary proposed     (g)  Have two or more of proposed insured's immediate family (parents, brothers, or sisters) had heart
    insured                   disease, stroke or diabetes prior to their age 60?      Yes        No

                                                 LIVING     DECEASED
                         (h)  FAMILY HISTORY      AGE       AGE AT DEATH       CAUSE OF DEATH

                              Father

                              Mother

                              Brothers

                              Sisters

                                                                                          EXPLAIN FULLY ALL "YES" ANSWERS.
                                                                                          INCLUDE SPECIFIC DIAGNOSIS, TREATMENTS,
THE FOLLOWING QUESTIONS PERTAIN TO ALL                           PROPOSED                 RESULTS, DATES OF ONSET AND RECOVERY,
PROPOSED INSUREDS, INCLUDING CHILDREN TO                         INSURED   CHILDREN       AND NAMES AND ADDRESSED OF ALL
BE COVERED UNDER CHILDREN'S RIDER.                               YES   NO  YES    NO      DOCTORS AND HOSPITALS.

(I) Are you now receiving treatment or medication of any kind, or
    do you contemplate treatment or surgery?

(j) In the past IO years, have you had or been told that you had:
    high blood pressure or disease of the heart or blood vessels;
    cancer or tumor of any kind; epilepsy or nervous disorder;
    diabetes; lung or respiratory disorder; kidney or urinary bladder
    disease; disorder of the lymph nodes or blood; gastrointestinal
    or digestive disorder; or any disease of the reproductive organs,
    including any sexually transmitted diseases?
    (If "Yes," circle the items that pertain, and explain details.)

(k) In addition to any doctors or hospitals listed above, in the last 5
    years, have you:

       (1) been treated, examined or observed in a hospital, clinic, or
           other medical facility?

       (2) consulted with any other doctors?      

       (3) been treated or had an operation for any other cause(s) not
           listed above?

(l) (Complete only if proposed insured is less than age 15.)
    Has child had any birth injury or do you know of any
    congenital or hereditary abnormality, disease or trait which
    may affect the child's future health?   
<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
17. HOME OFFICE
    CORRECTIONS
    AND ADDITIONS
    AGREEMENT

I understand and agree that:
1. This application is made tip of Part One, Part One TR (if completed), and Part Two, if required by Lincoln National Life
Insurance Company  (the "Company"). The application, any policy issued as a result of it, and any papers attached to the policy by
the Company will form the entire contract of insurance.
2.Only an officer of the Company (the President, a Vice President, the Secretary, or an Assistant Secretary) may make or alter any
contract or agree not to enforce any of the Company's rights. NO AGENT, BROKER, OR MEDICAL EXAMINER IS AUTHORIZED TO ACCEPT RISKS,
PASS ON INSURABILITY, MAKE OR ALTER CONTRACTS, OR WAIVE ANY OF THE COMPANY'S OTHER RIGHTS OR REQUIREMENTS. Notice to or knowledge
imputed to any agent, broker, or medical examiner will not be notice to or knowledge to the Company unless it is set out in writing
in this application.
3. I have read the statements and answers in this application. To the best of my knowledge and belief, they are true, complete, and
correctly stated. They will be the basis for any policy issued based on this application.
4. Acceptance of the policy will mean acceptance of its terms and ratification of any changes noted on the "Home Office Corrections
or Additions" section, The following changes must be agreed to by me in writing: age at issue; plan or amount of insurance; premium;
 classification of risks; or added benefits.
5.Unless the policy becomes effective as specified in the Conditional Receipt attached to this application, the Company will incur
no liability until:  (1) any policy applied for has been delivered to and accepted by me; and (2) the first premium is paid.  When I
accept the policy, the state of health of the proposed insured and/or applicant or any other factor affecting insurability must be,
the same as set forth in this application.
6. I HAVE RECEIVED THE CONDITIONAL RECEIPT IF MONEY WAS SUBMITTED WITH THIS APPLICATION. I HAVE READ THE CONDITIONAL RECEIPT AND
AGREE TO ITS TERMS, CONDITIONS, AND LIMITS. THEY HAVE BEEN FULLY EXPLAINED TO ME BY THE AGENT OR BROKER.
7. APPLIES ONLY IF APPLICATION IS FOR A FLEXIBLE PREMIUM VARIABLE LIFE POLICY
a.   SUITABILITY (must be completed):
     -  I believe that a Flexible Premium Variable Life insurance policy is consistent with my investment objectives and financial 
        needs.
     -  My investment objectives are:      Long term growth        Growth & income       Preservation of capital       Income
                                           Other (please indicate)______________________________________________
     -  Number of dependents _____  Age________, _________, _________, __________, ________, ________, ______
     -  Total FAMILY income $ _____________  FAMILY net worth $ _______________   OWNER'S earned income $ ______________
b.   I have received the current prospectus for Flexible Premium Variable Life, an illustration, recent fund performance data and
     any other information required by law.
c.   I UNDERSTAND THAT THE DEATH BENEFIT FOR THE FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
     POLICY APPLIED FOR MAY INCREASE OR DECREASE BASED ON THE INVESTMENT EXPERIENCE OF THE
     POLICY AND ON THE DEATH BENEFIT OPTION CHOSEN.
d.   I UNDERSTAND THAT THE CASH SURRENDER VALUE FOR THE FLEXIBLE PREMIUM VARIABLE LIFE
     INSURANCE POLICY APPLIED FOR MAY INCREASE OR DECREASE BASED ON THE INVESTMENT
     EXPERIENCE OF THE POLICY AND IS NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT. THERE IS NO
     GUARANTEED MINIMUM CASH SURRENDER VALUE.
e.   I hereby authorize and direct the Company to act on telephone instructions front any person who can furnish proper
     identification to
     transfer units from any sub-account (fund) to any other sub-account (fund) and/or to change the allocation of future premium 
     payments.  The undersigned agrees that the Company is not liable for any loss arising from any telephone transfer or change in
     allocation of future premium payments, ___________   initials of OWNER

- ------------------------------------------------------------------------------------------------------------------------------------
AUTHORIZATION
I, THE PROPOSED INSURED, AUTHORIZE:
1.   The disclosure of medical arid other relevant information about me or any of my children to be insured, for the purpose of 
     determining eligibility for insurance.
2.   The following to disclose Such information to Lincoln National Life Insurance Company or its reinsurers, and to testify as to
     such information, all to the extent permitted by law: any physician, medical professional, hospital, clinic, or other medical
     or any medically related facility; any insurance or reinsurance company; any consumer reporting agency; other insurance support
     organization; any employer; the Medical Information Bureau, Inc.; or any other person, organization, or institution that has
     any records or knowledge of me, or of my children to be insured, or of our health.

I understand that Lincoln National Life insurance Company may release this information to its reinsuring companies, and may make a
brief report to the Medical Information Bureau, Inc. I agree that this Authorization will be valid for two years and six months from
the date shown below, and that a photocopy of it will be as valid as the original, I know that I may receive a copy of this
Authorization upon request. I acknowledge that I have received the Investigative Consumer Reports notice, the Privacy Notice and the
Important Notice attached to this application.

SIGNATURES

SIGNATURES BELOW INDICATE ACCEPTANCE OF THE "AGREEMENT" AND "AUTHORIZATION" SECTIONS ABOVE.

Signature of PROPOSED INSURED (if a minor, Signature of legal guardian ) X
Signature of APPLICANT (if other than proposed insured) X
Signature of OWNER (if other than proposed insured or applicant) X
                    CITY                   STATE                                    DATE
Signed at                                                                  on
I certify that I have truly arid accurately recorded on this application the information supplied by the proposed insured and/or
applicant.
Signature of AGENT OR BROKER X
<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
TERMINAL ILLNESS         I acknowledge that I have received the terminal illness accelerated benefit election disclosure
ACCELERATED              information, Form 26797.
BENEFIT ELECTION                                       DATE
DISCLOSURE               Signature of applicant  X
ACKNOWLEDGMENT                                                 DATE
                         Signature of agent or broker   X

                         (DO NOT USE THIS SECTION IN THE STATES OF IL, MA, MI, NJ, PA, TX, District of Columbia)

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

Agent's        1.  a. How long have you known the proposed insured (applicant if proposed insured is under age 15)?
Report         ____________________  How well? ___________________________________________________

                   b. Purpose of this insurance (if more than one purpose, indicate dollar amount for each purpose)
                   ____________________________________________________________________________
                   c. Are you aware of anything about the health or hobbies of the proposed insured which might
                       adversely affect his or her insurability?      Yes        No
                   d. Did you see proposed insured when application was signed?      Yes     No
                   e. Will premiums be paid from proposed insured's personal funds?     Yes     No
               2.  Examination arrangements by____________________________________________________
                   Date examination ordered_______________________________________________________
                   IF BLOOD IS DRAWN, Informed Consent form must be signed BEFORE blood is drawn.
               3.  a. How long has proposed insured lived at present address? ____________________________
                   b. Previous addresses last five years _______________________________________________
                   c. Former name of any proposed insured if changed within five years_____________________
                   d. How much insurance does spouse have? __________________________________________
               4.  If proposed insured is under age 15, are all brothers and sisters insured?     Yes     No
                   If "Yes," give amounts ___________________________________________________________
                   If "No," give reasons _____________________________________________________________
               5.  Premium
                   a. Premium amount to be paid annually $ _______________
                   b. Additional 1st year lump sum (not 1035) $ _______________
               6.  To the best of your knowledge does this insurance replace any existing insurance or annuities?
                        Yes     No
               7.  Replacement instructions
                    a. Estimated rollover value $ ______________
                    b. Apply rollover values as follows      To pay modal premium
                                                             To meet minimum/target          As a deposit-COD premium
               8.  References (names and addresses)_________________________________________________________________________________
                   _________________________________________________________________________________________________________________
                   _________________________________________________________________________________________________________________
                   _________________________________________________________________________________________________________________

               9.  Details to any previous questions (state question number) _______________________________________________________
                   _________________________________________________________________________________________________________________
               10. Credit
                                   RMO            RMO                                          ACF
                   CITY/RCEO       MAIL CODE      OPN ID         SOLICITING AGENT/BROKER       NUMBER       %
<PAGE>

AGENT'S REPORT      STATEMENTS BY AGENT
CONTINUED           I CERTIFY THAT:
                         I asked and carefully explained each question to the proposed insured and/or applicant before 
                         recording each answer prior to the application being signed;
                         The answers given in this application and Agent's Report are complete and accurate to the best of
                         my knowledge and belief;
                         The proposed insured and/or applicant knows that any false statement or misrepresentation in the
                         application may result in loss of coverage under the policy;
                         I have no personal knowledge of any other factors which may have an effect on the proposed insured(s)'
                         insurability;
                         I have given the Investigative Consumer Reports notice, the Privacy Notice., and the Important Notice
                         attached to this application to the proposed insured(s);
                         If the insurance applied for will or may replace any existing life insurance policy or annuity contract, I
                         have completed proper state-required replacement form(s);
                         If money is submitted with this application, conditions of Conditional Receipt must be met.

                    IF THE APPLICATION IS FOR A FLEXIBLE PREMIUM VARIABLE LIFE POLICY
                    I CERTIFY THAT:
                         I have reasonable grounds to believe the purchase of the policy applied for is suitable for the policy
                         owner based on the information furnished by the proposed insured and/or policy owner in this application;
                         A current prospectuses) was (were) delivered to the proposed insured and/or applicant; and
                         All of the sales materials used have been approved by the Home Office.

                                                                                                 DATE
                    Signature of agent/broker  X  

                    PLEASE SUBMIT A COPY OF PAGE I OF THE PROPOSAL WITH THIS APPLICATION.
                    IF THIS IS A REPLACEMENT, YOU MUST SUBMIT A COPY OF THE ENTIRE PROPOSAL.

- ------------------------------------------------------------------------------------------------------------------------------------
FOR REGIONAL        Date application received ____________________
MARKETING OFFICE     Inspection ordered
USE                  APS ordered. Doctor(s) ______________________________________
ONLY                 Exam ordered. Date _______________________
                     Check received. Amount $____________    Date of check _________________
                     Application mailed to Home Office. Date _____________________________
                     IF BLOOD IS DRAWN, Informed Consent mailed with application to Home Office. (informed
                     Consent must be signed before blood is drawn.)
                     Approved by Registered Principal  X ________________________________
                     (If the application is for a Flexible Premium Variable Life policy.)

- ------------------------------------------------------------------------------------------------------------------------------------
FOR HOME OFFICE     Amount received $___________________
USE ONLY            Suspense date ______________________
<PAGE>

LINCOLN LIFE                  Lincoln National Life Insurance Co., Fort Wayne, IN 46801-1110, 219-455-2000
- ------------------------------------------------------------------------------------------------------------------------------------
CONDITIONAL         NO COVERAGE WILL BECOME EFFECTIVE PRIOR TO DELIVERY OF THE POLICY APPLIED
RECEIPT             FOR UNLESS AND UNTIL ALL THE CONDITIONS OF THIS RECEIPT ARE MET. NO AGENT OR
                    BROKER HAS THE AUTHORITY TO ALTER OR WAIVE ANY OF ITS TERMS OR CONDITIONS.

                    NO AGENT OR BROKER IS AUTHORIZED TO TAKE A DEPOSIT OR ISSUE THIS RECEIPT AND
                    NO INSURANCE IS PROVIDED IF THE PROPOSED INSURED HAS WITHIN THE PAST 12
                    MONTHS BEEN TREATED FOR OR HAD HEART DISEASE, STROKE, CANCER, OR DIABETES.

                    CONDITIONS WHICH MUST BE MET BEFORE INSURANCE MAY BECOME EFFECTIVE
                    PRIOR TO DELIVERY OF THE POLICY:

                    1. An amount equal to at least one full planned modal premium must be submitted, i.e., if requested premium mode
                    is monthly, then one month's premium must be submitted;
                    2. All medical examinations, tests, x-rays, and electrocardiograms required by the Company's rules must be
                    completed within 60 days from the date of this receipt;
                    3. Each person proposed for coverage must be, on the effective date indicated below, a risk acceptable to the
                    Company exactly as applied for according to the Company's rules and practices, without modification of plan,
                    premium rate, or amount of coverage;
                    4. On the effective date the state of health and all factors affecting the insurability of each person proposed
                    for coverage must be as stated in applications required by the Company; and
                    5. The application may NOT request an amount of insurance on each person proposed for coverage that exceeds
                    $600,000, including accidental death benefit.

                    EFFECTIVE DATE: If all conditions above are met, then insurance, subject to all terms and conditions of the
                    policy applied for (as if the policy applied for had already been issued and delivered), will become effective
                    on the latest of: (a) the date of the application; or (b) the date of completion of all underwriting
                    requirements stated in (2) above; or (c) any date of issue requested in the application.

                    IMPORTANT NOTE: On each person proposed for coverage, the amount of insurance, including accidental death
                    benefit, which may become effective prior to delivery of the policy applied for will not exceed the lower of:
                    (a) the amount of insurance applied for on this application, or (b) $600,000.

                    IF ANY OF THE ABOVE CONDITIONS IS NOT MET, THE LIABILITY OF THE COMPANY WILL BE LIMITED TO THE RETURN OF THE
                    AMOUNT OF MONEY SUBMITTED.

                    I HAVE READ THE CONDITIONAL RECEIPT, AND I UNDERSTAND AND AGREE TO ITS TERMS, CONDITIONS, AND LIMITS. THESE HAVE
                    BEEN FULLY EXPLAINED TO ME BY THE AGENT OR BROKER. 
                                                                                                  DATE
                    Signature of applicant X________________________________________________________________________________

                    Any check for which this Conditional Receipt is issued must be made payable to the Company.
                    Do not make check payable to the agent or leave the payee blank.

                    Received      cash        check $_____________  from ___________________________________________________________
                    on ______________________ in connection with an application for life insurance, including any 
                    riders for which application has been made.

                    Signature of agent or broker X__________________________________________________________________________________
                    (DO NOT DETACH)

- ------------------------------------------------------------------------------------------------------------------------------------
EFT                 Instructions: Complete information, sign and date authorization, attach blank check marked "VOID"
AUTHORIZATION       Proposed insured ________________________________ Bank name _________________________

                    I authorize Lincoln National Life Insurance Company (LNL) to collect premiums and other payments by electronic
                    fund transfer (EFT), or to effect a charge by any other commercially accepted practice. The enclosed blank check
                    (marked "VOID") is drawn on the account from which deductions are to be made. This Authorization will apply to
                    any conversion, renewal, or change later made in the policy, and in no way affects the terms of the policy.

                    If I change my financial institution or my account number, or want to discontinue this agreement, I agree to
                    give 30 days notice to LNL. Notice to the financial institution only is not sufficient. LNL may terminate this
                    agreement if any debit is not paid upon presentation, Any debit returned to LNL marked "insufficient funds or
                    uncollected funds" will automatically be processed against the account a second time. LNL assumes no
                    responsibility for bank charges or, in the case of Variable Universal Life, for investment losses on these
                    debits.
                                                                 DATE
                    Signature of bank account owner X______________________________________________________
                    (DO NOT DETACH)
<PAGE>

LINCOLN LIFE        Lincoln National Life Insurance Co., Fort Wayne, IN 46801-1110, 219-455-2000
- ------------------------------------------------------------------------------------------------------------------------------------
CONDITIONAL         NO COVERAGE WILL BECOME EFFECTIVE PRIOR TO DELIVERY OF THE POLICY APPLIED
RECEIPT             FOR UNLESS AND UNTIL ALL THE CONDITIONS OF THIS RECEIPT ARE MET. NO AGENT OR
                    BROKER HAS THE AUTHORITY TO ALTER OR WAIVE ANY OF ITS TERMS OR CONDITIONS.
               
                    NO AGENT OR BROKER IS AUTHORIZED TO TAKE A DEPOSIT OR ISSUE THIS RECEIPT AND
Customer copy       NO INSURANCE IS PROVIDED IF THE PROPOSED INSURED HAS WITHIN THE PAST 12
                    MONTHS BEEN TREATED FOR OR HAD HEART DISEASE, STROKE, CANCER, OR DIABETES.
               
                    CONDITIONS WHICH MUST BE MET BEFORE INSURANCE MAY BECOME EFFECTIVE
                    PRIOR TO DELIVERY OF THE POLICY:

                    1. An amount equal to at least one full planned modal premium must be submitted, i.e., if requested premium mode
                    is monthly, then one month's premium Must be Submitted;
                    2. All medical examinations, tests, x-rays, and electrocardiograms required by the Company's rules must be
                    completed within 60 days from the date of this receipt;
                    3. Each person proposed for coverage must be, on the effective date indicated below, a risk acceptable to the
                    Company exactly as applied for according to the Company's rules and practices, without modification of plan,
                    premium rate, or amount of coverage;
                    4. On the effective date the state of health and all factors affecting the insurability of each person proposed
                    for coverage must be as stated in applications required by the Company; and
                    5. The application may NOT request an amount of insurance on each person proposed for coverage that exceeds
                    $600,000, including accidental death benefit.

                    EFFECTIVE DATE: If all conditions above are met, then insurance, subject to all terms and conditions of the
                    policy applied for (as it the policy applied for had already been issued and delivered), will become effective
                    on the latest of: (a) the date of the application; or (b) the date of completion of all underwriting
                    requirements stated in (2) above; or (c) any date of issue requested in the application.

                    IMPORTANT NOTE: On each person proposed for coverage, the amount of insurance, including accidental death
                    benefit, which may become effective prior to delivery of the policy applied for will not exceed the lower of:
                    (a) the amount of insurance applied for on this application, or (b) $600,000.

                    IF ANY OF THE ABOVE CONDITIONS IS NOT MET, THE LIABILITY OF THE COMPANY WILL BE LIMITED TO THE RETURN OF THE
                    AMOUNT OF MONEY SUBMITTED.

                    I HAVE READ THE CONDITIONAL RECEIPT, AND I UNDERSTAND AND AGREE TO ITS TERMS, CONDITIONS, AND LIMITS. THESE HAVE
                    BEEN FULLY EXPLAINED TO ME BY THE AGENT OR BROKER.
                                                                                                 DATE
                    Signature of applicant X________________________________________________________________________________________

                    Any check for which this Conditional Receipt is issued must be made payable to the Company.
                    Do not make check payable to the agent or leave the payee blank.

                    Received        cash          check $______________________ from _________________________
                    on _________________  in connection with an application for life insurance, including any riders
                    for which application has been made.
                                                                                                 DATE
                    Signature of agent or broker X _________________________________________________________________________________

- ------------------------------------------------------------------------------------------------------------------------------------
EFT                 Instructions: Complete information, sign and date authorization, attach blank check marked "VOID"
AUTHORIZATION       Proposed Insured __________________________________________ Bank name _____________

Customer copy       I authorize Lincoln National Life Insurance Company (LNL) to collect premiums and other payments by electronic
                    fund transfer (FFT), or to effect a charge by any other commercially accepted practice. The enclosed blank check
                    (marked "VOID") is drawn on the account from which deductions are to be made. This Authorization will apply to
                    any conversion, renewal, or change later made in the policy, and in no way affects the terms of the policy.

                    If I change my financial institution or my account number, or want to discontinue this agreement, I agree to
                    give 30 days notice to LNL. Notice to the financial institution only is not sufficient. LNL may terminate this
                    agreement if any debit is not paid upon presentation. Any debit returned to LNL marked "insufficient funds or
                    uncollected funds" will automatically be processed against the account a second time. LNL assumes no
                    responsibility for bank charges or, in the case of Variable Universal Life, for investment losses on these
                    debits.

                    Signature of bank account owner X ______________________________________________________
<PAGE>

LINCOLN LIFE                  Lincoln National Life insurance Co., Fort Wayne, IN 46801-1110, 219-455-2000
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTIGATIVE       As part of our regular underwriting procedure, an investigative consumer report may be obtained
CONSUMER            which will provide applicable information concerning character, general reputation, personal 
REPORTS             characteristics, arid mode of living. This information will he obtained through personal interviews with
                    your friends, neighbors, and associates. You may (1) request to be personally interviewed and/or (2) request a
                    copy of the investigative consumer report. Further information on the nature and
Customer copy       scope of the report will be provided upon written request to the Underwriting Manager, Lincoln
                    National Life insurance Co., P.O. Box 1110, Fort Wayne, Indiana 46801. You may receive a copy of
                    such report by mailing a written request to us, your agent, or the reporting agency after
                    proper identification.

- ------------------------------------------------------------------------------------------------------------------------------------
PRIVACY NOTICE      Personal information may be collected from persons other than you. Such information, as well as
                    other personal or privileged information subsequently collected by us or your agent, may in certain
                    circumstances be disclosed to third parties without authorization. You have a right of access and
Customer copy       correction with respect to all personal information collected. A detailed notice of information practices
                    will be furnished to you upon request.

- ------------------------------------------------------------------------------------------------------------------------------------
IMPORTANT           The underwriting process (evaluation and classification of risks) is necessary to assure reasonable cost
NOTICE              of insurance and provide a mechanism by which policyholders pay their fair share of the cost. In
                    considering your application, information from various sources is considered, including your own state-
                    ments, the results of your physical examination (if required), arid any reports we obtain from
Customer copy       doctors or medical facilities where you have received treatment or consultation.
               
                    Information regarding your insurability and/or any past or future claims will be treated as confidential.
                    We, or our reinsurers, may, however, make a brief report thereon to the Medical Information Bureau, a
                    non-profit corporation, which operates as an information exchange on behalf of its members. If you
                    apply to another Bureau member company for life or health insurance coverage, or a claim for benefits
                    is submitted to such a company, the Bureau, upon request, will supply such company with the
                    information it may have in its file.

                    Upon receipt of a request from you, the Bureau will arrange disclosure of any information it may have
                    in your file. if you question the accuracy of information in the Bureau's file, you may contact the
                    Bureau and seek a correction in accordance with the procedures set forth in the Federal Fair Credit
                    Reporting Act. The address of the Bureau's information office is Post Office Box 105, Essex Station,
                    Boston, MA 02112, telephone number (617) 426-3660. We, or our reinsurers, may also release
                    information in our file to other life insurance companies to whom you may apply for life or health
                    insurance, or to whom a claim may be submitted.

- ------------------------------------------------------------------------------------------------------------------------------------
AGREEMENT           I UNDERSTAND AND AGREE THAT:
                    1. This application is made up of Part One, Part One TR (if completed), and Part Two if required by
                    Lincoln National Life Insurance Company (the "Company"). The application, any policy issued as a
Customer copy       result of it, and any papers attached to the policy by the Company will form the entire contract of
This is a copy      insurance.
of the agreement    2. Only an officer of the Company (the President, a Vice President, the Secretary, or an Assistant
you signed in       Secretary) may make or alter any contract or agree not to enforce any of the Company's rights.
the application     No agent, broker, or medical examiner is authorized to accept risks, pass on insurability,
                    make or alter contracts, or waive any of the Company's other rights or requirements.
                    Notice to or knowledge imptuted to any agent, broker, or medical examiner will not be notice to
                    or knowledge to the Company unless it is set out in writing in this application.
                    3. I have read the statements and answers in this application. To the best of my knowledge and belief,
                    they are true, complete, and correctly stated. They will be the basis for any policy issued based on
                    this application.
                    4. Acceptance of the policy will mean acceptance of its terms and ratification of any changes noted on
                    the "Home Office Corrections or Additions" addendum in the policy. The following changes must be
                    agreed to by me in writing: age at issue; plan or amount of insurance; premium; classification of
                    risks; or added benefits.
                    5. Unless the policy becomes effective as specified in the Conditional Receipt attached to this
                    application, the Company will incur no liability until: (1) any policy applied for has been delivered
                    to and accepted by me; and (2) the first premium is paid. When I accept the policy, the state of
                    health of the Proposed insured and/or applicant or any other factor affecting insurability must be the
                    same as set forth in this application.
                    6. I HAVE RECEIVED THE CONDITIONAL RECEIPT IF MONEY WAS SUBMITTED WITH THIS APPLICATION.
                    I HAVE READ THE CONDITIONAL RECEIPT AND AGREE TO ITS TERMS, CONDITIONS, AND LIMITS. THEY
                    HAVE BEEN FULLY EXPLAINED TO ME BY THE AGENT OR BROKER.

                    THIS PAGE MUST BE DELIVERED TO THE PROPOSED INSURED
</TABLE>

<PAGE>
LINCOLN NATIONAL
LIFE INSURANCE CO.
A part of LINCOLN NATIONAL CORPORATION

THE AMOUNT OF THE DEATH BENEFIT OR THE DURATION OF THE DEATH BENEFIT MAY BE
FIXED OR MAY VARY DEPENDING ON THE INVESTMENT EXPERIENCE OF THIS POLICY AND ON
THE DEATH BENEFIT OPTION SELECTED AS DESCRIBED IN THE DEATH BENEFIT SECTION OF
THIS POLICY.

THE CASH SURRENDER VALUE MAY INCREASE OR DECREASE IN ACCORDANCE WITH THE
EXPERIENCE OF THIS POLICY. NO MINIMUM CASH SURRENDER VALUE IS GUARANTEED.

We agree to pay the Proceeds to the Beneficiary after receipt of due proof of
the death of the Insured while this Policy is in force and before the Maturity
Date.

We agree to pay the Proceeds to the Owner if the Insured is living on the
Maturity Date.

READ THIS POLICY CAREFULLY. This is a legal contract between the Owner and the
Lincoln National Life Insurance Company.

RIGHT TO RETURN THIS POLICY. This Policy may be returned to the agent through
whom it was purchased or to our Home Office by the latest of. (1) 10 days 
after its receipt, or (2) 45 days after Part 1 of the application was signed, 
or (3) 10 days after we mail or deliver the Notice of Withdrawal Right. Upon 
cancellation this Policy will be void from the beginning. The refund will be 
the total of all premiums paid for this Policy.

Signed for The Lincoln National Life Insurance Company at its Home Office in
Fort Wayne, Indiana.


/s/ Jon A. Boscia                                /s/ C. Suzanne Womack
JON A. BOSCIA, PRESIDENT                          C. SUZANNE WOMACK, SECRETARY



                  Flexible Premium Variable Life Insurance Policy
                    Net Cash Surrender Value Payable at Maturity
               Death Benefit Payable at Death Prior to Maturity Date
                                Adjustable Death Benefit
                      Flexible Premiums Payable During Lifetime
                              of Insured to Maturity Date
                            Nonparticipating - No Dividends







VUL3 5/88

<PAGE>

<TABLE>
<CAPTION>
                                  TABLE OF CONTENTS

   <S>                                                              <C>
     POLICY SCHEDULE
     TABLE OF GUARANTEED MAXIMUM INSURANCE RATES
     THE CONTRACT                                                     1
     OWNERSHIP, BENEFICIARY, AND ASSIGNMENT                           2
     PREMIUM, GRACE PERIOD, DEATH BENEFIT GUARANTEE, CONTINUATION OF
     INSURANCE, AND REINSTATEMENT                                     2
     GENERAL ACCOUNT                                                  3
     ACCOUNT                                                          3
     INVESTMENT AMOUNT AND TRANSFERS                                  4
     POLICY VALUES                                                    4
     SURRENDER AND WITHDRAWALS                                        6
     LOANS                                                            6
     DEATH BENEFIT                                                    7
     CHANGES                                                          7
     PROCEEDS                                                         8
     PAYMENT OPTIONS                                                  8
     RIDERS AND AMENDMENTS, IF ANY

</TABLE>






As used in this Policy, the terms 'we', 'us', and 'our' refer to The Lincoln
National Life Insurance Company.

"Insured," as used in this Policy, means the person so named on the Policy
Schedule.




VUL3 5/88

<PAGE>

                                   POLICY SCHEDULE


MATURITY DATE IS THE POLICY ANNIVERSARY FOLLOWING THE INSURED'S NINETY-NINTH
BIRTHDAY. COVERAGE MAY EXPIRE PRIOR TO THE MATURITY DATE IF NO PREMIUMS ARE PAID
AFTER THE INITIAL PREMIUM OR IF SUBSEQUENT PREMIUMS ARE INSUFFICIENT TO CONTINUE
COVERAGE TO SUCH DATE. COVERAGE MAY ALSO BE AFFECTED BY A CHANGE IN CURRENT
VALUES.







<TABLE>
<CAPTION>
<S>                                        <C>
POLICY NUMBER: 20 123456                     POLICY DATE:    MAY 1, 1996

INSURED: ABRAHAM LINCOLN                     MATURITY DATE: MAY 1, 2060

INSURED'S SPECIFIED AMOUNT:                  MONTHLY ANNIVERSARY DAY: 01
     $100,000.00
     INCLUDES THE POLICY VALUE               INITIAL PREMIUM: $1,000.00

MALE AGE: 35                                 PLANNED PERIODIC PREMIUM:
                                                  AMOUNT: $1,000.00
RATING CLASS: STANDARD-NONSMOKER                  FREQUENCY: ANNUALLY

MINIMUM SPECIFIED AMOUNT: $50,000            PERCENT OF PREMIUM CHARGE: 5.95%
                                                  OF ALL PREMIUMS
WITHDRAWAL CHARGE: $10.00                    MONTHLY ADMINISTRATIVE CHARGE:
                                                  $6.00

MINIMUM WITHDRAWAL AMOUNT: $500.00           POLICY LOAN RATE: 6% IN ADVANCE

MAXIMUM WITHDRAWAL PERCENT: 20%              LOAN COLLATERAL RATE: 4%

CHARGE FOR TRANSFER: $10.00                  GENERAL ACCOUNT GUARANTEED INTEREST
                                                  RATE:.32737% PER MONTH WHICH
DEATH BENEFIT GUARANTEE PERIOD:                   EQUALS 4% PER YEAR
     24 MONTHS
                                             DEATH BENEFIT FACTOR: 1.0032737
DEATH BENEFIT GUARANTEE MONTHLY
     PREMIUM: $60.84                         GUARANTEED MAXIMUM MORTALITY AND
                                             EXPENSE RISK CHARGE RATE:     .90%

</TABLE>

<PAGE>


                                   POLICY SCHEDULE


POLICY NUMBER:    20 123456                            POLICY DATE: MAY 1, 1996

     INSURED: ABRAHAM LINCOLN


<TABLE>
<CAPTION>

                              TABLE OF SURRENDER CHARGES


                 <S>                   <C>
                    POLICY               SURRENDER
                     YEAR                  CHARGE

                    1                         $391
                    2                          782
                    3                          782
                    4                          782
                    5                          782
                    6                          743
                    7                          704
                    8                          665
                    9                          626
                    10                         548
                    11                         470
                    12                         391
                    13                         313
                    14                         235
                    15                         156
                    16                          79

</TABLE>

<PAGE>

                                  POLICY SCHEDULE

                                LIST OF SUBACCOUNTS

POLICY NUMBER: 20 123456                          POLICY DATE:    MAY 01, 1996

INSURED: ABRAHAM LINCOLN

EACH SUBACCOUNT OF THE LINCOLN NATIONAL FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT G
INVESTS IN A SPECIFIC FUND. LISTED BELOW ARE THE SUBACCOUNTS, THE FUNDS, AND THE
INITIAL ALLOCATION OF NET PREMIUMS.

<TABLE>
<CAPTION>
SUBACCOUNT                         FUND                               ALLOCATION
<S>                           <C>                                     <C>
GROWTH AND INCOME             LINCOLN NATIONAL GROWTH AND INCOME                50%
                                   FUND, INC.

SPECIAL OPPORTUNITIES         LINCOLN NATIONAL SPECIAL OPPORTUNITIES            50%
                                   FUND, INC.

GROWTH                        AMERICAN VARIABLE INSURANCE SERIES,                0%
                                   GROWTH FUND

INTERNATIONAL                 AMERICAN VARIABLE INSURANCE SERIES                 0%
                                   INTERNATIONAL FUND

GROWTH-INCOME                 AMERICAN VARIABLE INSURANCE SERIES,                0%
                                   GROWTH-INCOME FUND

ASSET ALLOCATION              AMERICAN VARIABLE INSURANCE SERIES                 0%
                                   ASSET ALLOCATION FUND

HIGH-YIELD BOND               AMERICAN VARIABLE INSURANCE SERIES,                0%
                                   HIGH-YIELD BOND FUND

BOND                          AMERICAN VARIABLE INSURANCE SERIES                 0%
                                   BOND FUND

U.S. GOVERNMENT GUARANTEED/   AMERICAN VARIABLE INSURANCE SERIES,                0%
AAA-RATED SECURITIES               U.S. GOVERNMENT GUARANTEED/
                                   AAA-RATED SECURITIES FUND

CASH MANAGEMENT               AMERICAN VARIABLE INSURANCE SERIES,                0%
                                   CASH MANAGEMENT FUND


IN ADDITION TO THE NET PREMIUM ALLOCATIONS ABOVE, THE INITIAL ALLOCATION OF NET
PREMIUMS TO THE GENERAL ACCOUNT IS INDICATED BELOW:

LINCOLN NATIONAL LIFE INSURANCE COMPANY GENERAL ACCOUNT                          0%

</TABLE>

<PAGE>

                    TABLE OF GUARANTEED MAXIMUM INSURANCE RATES
                GUARANTEED MAXIMUM COST OF INSURANCE RATES PER $1000
                       STANDARD NONSMOKER RATE CLASSIFICATION

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                  MONTHLY COST OF                             MONTHLY COST OF
     ATTAINED     INSURANCE RATE            ATTAINED          INSURANCE RATE
        AGE    MALE           FEMALE          AGE           MALE          FEMALE
- --------------------------------------------------------------------------------
     <S>       <C>            <C>           <C>          <C>            <C>
     0         .21833         .15667         50            .42750         .36167
     1         .08583         .07000         51            .46667         .38917
     2         .08167         .06667         52            .51167         .42083
     3         .08000         .06500         53            .56333         .45583
     4         .07667         .06333         54            .62083         .49167
     5         .07333         .06167         55            .68500         .53000
     6         .06917         .06000         56            .75500         .56833
     7         .06500         .05917         57            .82917         .60583
     8         .06250         .05750         58            .91167         .64333
     9         .06083         .05667         59           1.00500         .68583
     10        .06250         .05667         60           1.10833         .73583
     11        .06750         .05833         61           1.22333         .79750
     12        .07583         .06083         62           1.35667         .87417
     13        .08917         .06417         63           1.50667         .96917
     14        .10333         .06833         64           1.67417        1.07500
     15        .11833         .07250         65           1.85750        1.18917
     16        .12333         .07500         66           2.05583        1.30833
     17        .13083         .07750         67           2.26833        1.42917
     18        .13583         .08000         68           2.49917        1.55417
     19        .13917         .08250         69           2.75583        1.69417
     20        .14000         .08417         70           3.04583        1.85833
     21        .13833         .06583         71           3.37667        2.05833
     22        .13583         .08667         72           3.75917        2.30333
     23        .13250         .08833         73           4.19333        2.59750
     24        .12917         .09000         74           4.67000        2.93583
     25        .12500         .09167         75           5.18000        3.31417
     26        .12250         .09417         76           5.71917        3.72333
     27        .12083         .09583         77           6.28333        4.16250
     28        .12000         .09833         78           6,87583        4.63833
     29        .12000         .10167         79           7.51583        5.16583
     30        .12083         .10417         80           8.22333        5.76667
     31        .12333         .10750         81           9.01750        6.45833
     32        .12667         .11083         82           9.91500        7.25667
     33        .13167         .11500         83          10.91250        8.15917
     34        .13750         .12000         84          11.99000        9.15500
     35        .14417         .12583         85          13.12417       10.23500
     36        .15167         .13417         86          14.29917       11.39083
     37        .16167         .14417         87          15.49917       12.62250
     38        .17250         .15500         88          16.71833       13.93083
     39        .18417         .16667         89          17.97417       15.32667
     40        .19833         .18083         90          19.28500       16.82167
     41        .21333         .19583         91          20.68167       18.45250
     42        .22917         .21083         92          22.21750       20.28000
     43        .24667         .22583         93          24.04333       22.43750
     44        .26583         .24083         94          26.50333       25.22250
     45        .28750         .25750         95          30.20667       29.24917
     46        .31083         .27500         96          36.35750       35.72167
     47        .33583         .29417         97          47.21167       46.86750
     48        .36333         .31417         98          66.20667       66.09417
     49        .39333         .33667
- --------------------------------------------------------------------------------
</TABLE>

The rates shown are for a standard nonsmoker rate class. If the Policy is based
on a rated class (other than standard nonsmoker or smoker), the maximum cost of
insurance rates will be adjusted using the rating factor shown on the Policy
Schedule for the rated class. If the rated class is a stated percentage
increase, the maximum cost of insurance rates will be determined by multiplying
the rates for a standard nonsmoker rate class shown above by the rating factor
shown on the Policy Schedule. The rates shown above are based on the 1980
Commissioners Standard Ordinary Mortality Table, Age Last Birthday for attained
ages under 16 and the 1980 Commissioners Standard Ordinary Nonsmoker Mortality
Table, Age Last Birthday for attained ages 16 and over.

<PAGE>

                    TABLE OF GUARANTEED MAXIMUM INSURANCE RATES
                GUARANTEED MAXIMUM COST OF INSURANCE RATES PER $1000
                        STANDARD SMOKER RATE CLASSIFICATION
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                  MONTHLY COST OF                             MONTHLY COST OF
     ATTAINED     INSURANCE RATE            ATTAINED          INSURANCE RATE
        AGE    MALE           FEMALE          AGE           MALE          FEMALE
- --------------------------------------------------------------------------------
     <S>      <C>            <C>           <C>          <C>          <C>
     16        .16333         .08417         58          1.71167       .96333
     17        .17500         .08833         59          1.85833      1.01583
     18        .18417         .09250         60          2.02083      1.07833
     19        .19000         .09500         61          2.20500      1.15667
     20        .19333         .09750         62          2.41250      1.25750
     21        .19333         .09917         63          2.64500      1.38083
     22        .19000         .10167         64          2.89917      1.51750
     23        .18667         .10417         65          3.16833      1.66250
     24        .18167         .10667         66          3.45000      1.80917
     25        .17583         .10917         67          3.74167      1.95167
     26        .17250         .11333         68          4.04833      2.09583
     27        .17083         .11667         69          4.38083      2.25250
     28        .17083         .12083         70          4.74833      2.43750
     29        .17333         .12583         71          5.16167      2.67167
     30        .17750         .13167         72          5.62917      2.95917
     31        .18333         .13667         73          6.14833      3.30167
     32        .19083         .14250         74          6.71667      3.69167
     33        .20083         .15000         75          7.32500      4.11833
     34        .21250         .15833         76          7.94833      4.57167
     35        .22667         .16750         77          8.57417      5.04667
     36        .24333         .18167         78          9.20750      5.54833
     37        .26417         .19833         79          9.87083      6.09583
     38        .28750         .21750         80         10.58667      6.70917
     39        .31417         .23833         81         11.57417      7.40667
     40        .34500         .26333         82         12.24833      8.20083
     41        .37833         .29000         83         13.19583      9.11833
     42        .41500         .31667         84         14.18417     10.11583
     43        .45500         .34333         85         15.18000     11.17750
     44        .49917         .37000         86         16.16000     12.29500
     45        .54583         .39833         87         17.16750     13.45750
     46        .59417         .42750         88         18.22000     14.67167
     47        .64667         .45750         89         19.26833     15.93750
     48        .70333         .49000         90         20.32833     17.34333
     49        .76500         .52583         91         21.43250     18.86250
     50        .83333         .56417         92         22.71667     20.55167
     51        .91083         .60500         93         24.36833     22.54333
     52        .99917         .65167         94         26.62917     25.22250
     53       1.09833         .70333         95         30.20667     29.24917
     54       1.20667         .75583         96         36.35750     35.72167
     55       1.32333         .81000         97         47.21167     46.86750
     56       1.44583         .86333         98         66.20667     66.09417
     57       1.57500         .91417
- --------------------------------------------------------------------------------
</TABLE>

The rates shown are for a standard smoker rate class. If the Policy is based on
a rated class (other than standard nonsmoker or smoker), the maximum cost of
insurance rates will be adjusted using the rating factor shown on the Policy
Schedule for the rated class. If the rated class is a stated percentage
increase, the maximum cost of insurance rates will be determined by multiplying
the rates for a standard smoker rate class shown above by the rating factor
shown on the Policy Schedule. The rates shown above are based on the 1980
Commissioners Standard Ordinary Smoker Mortality Table, Age Last Birthday.








VULN3 5/88

<PAGE>

                                    THE CONTRACT

The Contract. The entire contract consists of:

a.   this Policy;
b.   the application and any supplemental application;
c.   any riders; and
d.   any amendments.

This Policy is issued in consideration of the application and payment of the
Initial Premium.

A change in this Policy will be binding on us only if the change is in writing
and the change is made by our President, Vice President, Secretary, or Assistant
Secretary.

NONPARTICIPATION. This Policy is nonparticipating. It will not share in our
profits or surplus earnings.

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 the validity of this Policy only if:

a.   the statements are contained in the application for issue, reissue, or
     reinstatement, or in any supplemental application; and
b.   a copy of that application or supplemental application is attached to
     this Policy.

This Policy will not be contestable after it has been in force for 2 years
during the lifetime of the Insured.

Any increase in coverage or any reinstatement will not be contestable after that
increase or reinstatement has been in force 2 years from its effective date
during the lifetime of the Insured. Any contest will then be based only on the
application for the increase or reinstatement and will be subject to "a" and "b"
above.

SUICIDE. If the Insured commits suicide, while sane or insane, within 2 years
from the Policy Date, our total liability under this Policy will be the premiums
paid, minus any policy loan, plus any unearned loan interest, minus any prior
withdrawals, and minus the cost of any riders.

If the Insured commits suicide, while sane or insane, within 2 years from the
effective date of any increase in insurance, our total liability with respect to
such increase will be its Cost of Insurance.

If the Insured commits suicide, while sane or insane, within 2 years from the
effective date of any reinstatement, our total liability with respect to such
reinstatement will tie the premiums paid since the effective date of the
reinstatement, minus any policy loan, plus any loan interest, minus any prior
withdrawals, and minus the cost of any riders.

POLICY DATE. The Policy Date is shown on the Policy Schedule. Policy
anniversaries occur annually on the same month and day as the Policy Date.

RECORD DATE. The Record Date is the date we record this Policy on our books as
an in-force policy.

EFFECTIVE DATE OF COVERAGE. The effective dates of coverage under this Policy
will be as follows:

1.   For all coverage provided in the original application, the effective date
     will be the Policy Date, provided this Policy has been delivered and
     the Initial Premium has been paid prior to death of the Insured and 
     prior to any change in health or any other factor affecting insurability 
     of the Insured as shown in the application.

2.   For any increase or addition to coverage, the effective date will be the
     first Monthly Anniversary Day on or next following the day we approve the
     application for the increase or addition.

3.   For any insurance that has been reinstated, the effective date will be the
     first Monthly Anniversary Day on or next following the day we approve the
     application for reinstatement.

TERMINATION. All coverage under this Policy will terminate when any one of the
following occurs:

1.   The grace period ends without payment of required premium and the Policy is
     not being continued under the Death Benefit Guarantee provision.
2.   This Policy is surrendered.
3.   The Insured dies.
4.   This Policy matures.

MATURITY DATE. The Maturity Date is the date this Policy matures. It is the last
date insurance coverage can remain in force and the date any remaining Net Cash
Surrender Value will be payable. The date is shown on the Policy Schedule.
Coverage will end prior to the Maturity Date if the premiums paid, plus interest
credited, plus Net Investment Results credited are not sufficient to continue
coverage to such date.

AGE. Age means the Insured's age last birthday on the Policy Date. Attained age
means age last birthday on the policy anniversary on or next preceding any
Monthly Anniversary Day.

INCORRECT AGE OR SEX. If there is an error in the age or sex of the Insured, the
excess of the Death Benefit over the Policy Value will be adjusted to that which
would be purchased by the most recent Cost of Insurance at the correct age and
sex. The resulting Death Benefit will not be less than the percentage of the
Policy Value required by the Death Benefit provision at the Insured's correct
age.

ANNUAL REPORT. We will send a report, without charge, to the Owner at least once
each year. It will show:

a.   the current Policy Value;
b.   the current Net Cash Surrender Value;
c.   the amount of Policy Value;
d.   the current Death Benefit;

<PAGE>

e.   any current policy loans; and
f.   activity since the last report:
     1)   premium paid;
     2)   all charges; and,
     3)   any withdrawals.

The report will also include any other data that may be required where this
contract is delivered.

Projection of Benefits and Values. We will provide a report to the Owner which
shows projected future results. The request must be in writing on a form
suitable to us. The report will be based on assumptions in regard to:

a.   the Death Benefit(s) as may be specified by the Owner;
b.   planned premium payments as may be specified by the Owner; and
c.   such other assumptions as are necessary and specified by us and/or the
     Owner.

A reasonable fee may be charged for this report.

                             OWNERSHIP, BENEFICIARY, AND
                                     ASSIGNMENT

OWNER. Owner means the Owner identified in the application or a successor. All
the 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.

CHANGE OF OWNER. The Owner may transfer all ownership rights and privileges to a
new owner. The request must be in writing on a form suitable to us. The change
will be effective when we receive it. We will not be responsible for any payment
or other action we have taken before having recorded the transfer. A change of
ownership will not, in and of itself, affect the interest of any Beneficiary.

BENEFICIARY. The Beneficiary:

a.   will receive the Proceeds when the Insured dies;
b.   is named in the application for this Policy; and
c.   may be changed by the Owner. The change is  subject to the terms shown in
     the Change of  Beneficiary provision. The request must be in  writing on a
     form suitable to us. We reserve the  right to require this Policy for
     endorsement of a change of Beneficiary designation.

    If not otherwise provided:

1.   The interest of any Beneficiary who dies before the Insured will pass to
     any other Beneficiaries according to their interests.

2.   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.

CHANGE OF BENEFICIARY. The Owner may change the Beneficiary designation:

a.   while the Insured is alive; and
b.   if the prior designation does not prohibit such a  change.

A change will revoke any prior designation.

ASSIGNMENT. An assignment of this Policy will not be binding on us unless:

a.   it is in writing on a form suitable to us; and
b.   it is received by us at our Home Office.

We will not be responsible for the validity of any assignment. We reserve the
right to require this Policy for endorsement of any assignment.

                               PREMIUM, GRACE PERIOD,
                              DEATH BENEFIT GUARANTEE,
                             CONTINUATION OF INSURANCE,
                                 AND REINSTATEMENT

PAYMENT OF PREMIUMS. The Initial Premium is due on the Policy Date. Additional
premium payments may be made at any time prior to the Maturity Date.

The amounts and frequency of Planned Periodic Premium payments are shown on the
Policy Schedule. Changes in frequency and increases or decreases in amount of
Planned Periodic Premium payments may be made by the Owner, Premiums may not be
paid after the Maturity Date shown on the Policy Schedule. All premiums are
payable in advance.

The Initial Premium will be credited to the Policy on the later of the Policy
Date or the date we receive the premium. Any other premiums will be credited on
the date we receive them. All premiums credited to this Policy prior to the
Record Date will be allocated to the General Account. When the value of the
assets is next determined after the Record Date, the Policy Value in the General
Account will be reallocated to the various Subaccounts and the General Account
in accord with the initial allocation.

This Policy will not take effect until it has been delivered and the Initial
Premium has been paid prior to death of the Insured and prior to any change in
health or any other factor affecting insurability of the Insured as shown in the
application.

Premiums are payable at the Home Office or to any authorized agent. Receipts
will be furnished upon request.

We will send premium payment reminder notices to the Owner on written request.
The notices may be sent annually, semiannually, or quarterly.

During the Death Benefit Guarantee Period, (a) minus (b)must equal or exceed (c)
at all times where:

a)   is the sum of the total premiums paid to date;
b)   is the outstanding loan balance plus any with-

<PAGE>

     drawals to date;

c)   and is the Death Benefit Guarantee Monthly Premium, shown on the Policy
     Schedule, multiplied by the number of months since the Policy Date,
     including the current month.

Section 101(a) of the Internal Revenue Code of 1954, as amended, provides for
the exclusion of death benefits from gross income for life insurance contracts.
Section 7702 of the Code defines the term "life insurance contract." It provides
a maximum limitation on premiums which may not be exceeded if the policy is to
qualify for the exclusion. Any portion of a premium payment received by us in
excess of that limitation will be refunded, within 7 days, to the Owner.

GRACE PERIOD. If the Net Cash Surrender Value on a Monthly Anniversary Day is
not sufficient to cover the Cost of Insurance and the Monthly Administrative
Charge for the month following such Monthly Anniversary Day and the Policy is
not being continued under the Death Benefit Guarantee provision described below,
a grace period will be allowed for the payment of a premium sufficient to keep
this Policy in force until the end of the grace period. The Net Cash Surrender
Value, Cost of Insurance, and the Monthly Administrative Charge are described in
the Policy Values section. Notice of such premium will be mailed to the last
known address of the Owner and any assignee of record. The grace period will end
61 days after the notice is mailed. If such premium is not paid within the grace
period, all coverage under this Policy will terminate with no value at the end
of the 61 day grace period. If a claim by death during the grace period becomes
payable under this Policy, any overdue Cost of Insurance and the Monthly
Administrative Charge will be deducted from the Proceeds.

DEATH BENEFIT GUARANTEE. This policy will not terminate during the Death Benefit
Guarantee Period, shown on the Policy Schedule, if (a) minus (b) equals or
exceeds (c) where:

a)   is the sum of the total premiums paid to date;

b)   is the outstanding loan balance plus any withdrawals to date; and

c)   is the Death Benefit Guarantee Monthly Premium, shown on the Policy
     Schedule, multiplied by the number of months since the Policy Date,
     including the current month.

CONTINUATION OF INSURANCE. Insurance coverage under this Policy and any benefits
provided by rider will be continued in force until the Net Cash Surrender Value
is insufficient to cover the Cost of Insurance and the Monthly Administrative
Charge and the Policy is not being continued under the Death Benefit Guarantee
provision described above. This provision will not continue this Policy beyond
the Maturity Date nor continue any rider beyond the date for its termination,
as provided in the rider.

REINSTATEMENT. If this Policy terminates, as provided in the Grace Period
section, it may be reinstated at any time within 5 years after the date of
termination and prior to the Maturity Date. The reinstatement is subject to:

a.   receipt of evidence of insurability satisfactory to us; and
b.   payment of a premium sufficient to keep this Policy in force for a minimum
     of 2 months.

The effective date of a reinstatement will be the first Monthly Anniversary Day
on or next following the day we approve the application for reinstatement.

                                   GENERAL ACCOUNT

GENERAL ACCOUNT. The General Account consists of all assets owned by us other
than those assets held in any separate accounts, including the Account.

                                      ACCOUNT

ACCOUNT. Account, where used without qualification, refers to the separate
account called Lincoln National Flexible Premium Variable Life Account G. This
is a unit investment trust registered with the SEC under the Investment Company
Act of 1940. It was established under and is subject to the insurance laws of
Indiana. The assets of the Account are owned by us, but are kept separate from
the assets of our General Account.

SUBACCOUNTS. The Account has several Subaccounts. They are listed on the Policy
Schedule. Premium amounts designated for investment in the Account will be
allocated among the Subaccounts according to the percentages listed on the
Policy Schedule. No allocation may be less than 10%, nor may any allocation be
any fractional percent.

The allocation of future premium amounts may be changed at any time if the
policy is not in default. The request for change must be in writing on a form
suitable to us. The change will take effect on the date the request is received
in our Home Office.

FUNDS. The Subaccounts invest in various underlying funds, as shown on the
Policy Schedule. Each of these Funds is registered with the SEC under the
Investment Company Act of 1940 and has its own investment goals. The investment
goals of each Fund are explained in the prospectus for the Account.

The assets of the Account will be valued once daily at the close of trading on
each day the New York Stock Exchange is open. If the value of an asset is needed
on a day that it has not been valued, the value of that asset when it was most
recently valued will be used.

The assets in the Account are used to support the Investment Amounts under
policies like this one. To the extent those assets do not exceed this amount,
they are used to support those policies; those assets are not used to support
any other business conducted. The excess over this amount may be used in any
other way.

A Fund might, in our judgment, become unsuitable for

<PAGE>

investment by a Subaccount. This might happen because of a change in investment
policy, or a change in the laws or regulations, or because the shares are no
longer available for investment, or for some other reason. If that occurs, we
have the right to invest in a different fund.

Any change in investment policy or change of fund will follow approval by the
SEC and will be filed with and approved by the Insurance Commissioner of the
State of Indiana. If required, approval of such change will also be filed with
the Insurance Department of the state where this Policy is delivered.

                                 INVESTMENT AMOUNT
                                   AND TRANSFERS

INVESTMENT AMOUNT. The Investment Amount for this Policy is the amount of the
Policy Value allocated to the Subaccounts. It is equal to the Policy Value minus
any outstanding loan and minus any amounts allocated to the General Account. The
amount of the Investment Amount and its allocation to the Subaccounts depend on
(1) how the Owner chooses to allocate Net Premiums; (2) whether or not there are
transfer amounts among Subaccounts; (3) the investment performance of the
Subaccounts to which amounts are allocated or transferred; (4) the amount and
timing of premium payments made; (5) the existence of any loan; and (6) the
existence of any partial withdrawals. The Investment Amount exists only if the
Policy is not in default past the Grace Period.

TRANSFERS. Amounts may be transferred as follows:

1.   Among Subaccounts, amounts may be transferred  as often as twelve times
     during a policy year, if the Policy is not in default.

2.   To the General Account from any of the Subaccounts, amounts may be
     transferred twelve times during a policy year, if the Policy Is not In
     default.

3.   From the General Account to any of the Subaccounts, amounts may be
     transferred only one time during any period of twelve consecutive months.
     The amount of any such transfer may not exceed 20% of the unloaned amount
     allocated to the General Account on the date of transfer, if the Policy is
     not in default.

The request to transfer amounts must be in writing on a form suitable to us
unless the Owner has made arrangements with us to allow telephone transfers. The
transfer will take effect on the date it is received at our Home Office. The
Charge for Transfer is shown on the Policy Schedule and will be deducted from
the amount transferred.

                                   POLICY VALUES

NET PREMIUM. The Net Premium equals the premium paid less the Percent of Premium
Charge shown on the Policy Schedule.

POLICY VALUE. 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 General Account Guaranteed Interest Rate
     shown on the Policy  Schedule on amounts allocated to the General Account.

d.   interest at not less than the Loan Collateral Rate shown on the Policy
     Schedule on any outstanding loan;

e.   any Net Premiums received.

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.   the Cost of Insurance for the following month;

i.   any amount charged against the Investment  Amount for federal or other
     governmental income taxes;

j.   any charges for extra benefits;

k.   the Monthly Administrative Charge.

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 General Account  Guaranteed Interest Rate
     shown on the Policy Schedule on amounts allocated to the General Account;

d.   interest at not less than the Loan Collateral Rate  shown on the Policy
     Schedule on any outstanding loan;

e.   any Net Premiums received.

Minus the sum of the following:

f.   any decrease due to Net Investment Results in the value of the Subaccounts
     to which the Investment

<PAGE>

     Amount is allocated;

g.   any withdrawals;

h.   any amount charged against the Investment Amount for federal or other
     governmental income taxes.

The Policy Value on the Policy Date will be the initial Net Premium, minus the
sum of the following:

a.   the Monthly Administrative Charge;

b.   the Cost of Insurance for the first month;

c.   any charges for extra benefits.

When the Monthly Administrative Charge, the Cost of Insurance, and any charges
for extra benefits are deducted, they will be deducted in proportion to the
values of the General Account and each of the Subaccounts, or by any other
method requested by the Owner and acceptable to us.

COST OF INSURANCE. The Cost of Insurance is determined on a monthly basis. It is
the cost for this Policy plus the cost for any riders. The cost for this Policy
is equal to:

a.   the Death Benefit on the Monthly Anniversary Day; divided by

b.   the Death Benefit Factor shown on the Policy Schedule; minus

c.   the Policy Value on the Monthly Anniversary Day without regard to the Cost
     of Insurance; divided by

d.   1,000; the result multiplied by

e.   the cost of insurance rate per $1,000 as described below in the Cost of
     Insurance Rates section.

If the Death Benefit coverage is Type 1, and there have been increases in the
Specified Amount, then the Policy Value will be first applied against the
initial Specified Amount up to an amount equal to the initial Specified Amount.
The excess, if any, of Policy Value over the initial Specified Amount will be
applied against additional Specified Amounts resulting from increases in the
order of the increases.

COST OF INSURANCE RATES. The monthly cost of insurance rate is based on the sex,
attained age, and rating class of the person insured. Monthly cost of insurance
rates may be changed by us from time to time. A change in the cost of insurance
rates will apply to all persons of the same attained age, sex, and rating 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. These rates are based on the mortality table named on
the Table of Guaranteed Maximum Insurance Rates.

MORTALITY AND EXPENSE RISK CHARGE. A Mortality and Expense Risk Charge will be
deducted from the Gross Investment Results at a daily rate not to exceed the
daily rate equivalent to the Guaranteed Maximum Mortality and Expense Risk
Charge Rate shown on the Policy Schedule.

MONTHLY ADMINISTRATIVE CHARGE. A Monthly Administrative Charge will be deducted
each month from the Policy Value. The Monthly Administrative Charge is shown on
the Policy Schedule.

GROSS INVESTMENT RESULTS. The Gross Investment Results are equal to the change
in the market value of the assets of the Account from the previous valuation day
to the current day, plus the investment income on those assets during the same
period.

NET INVESTMENT RESULTS. The Net Investment Results are the Gross Investment
Results minus asset management charges, minus miscellaneous expenses incurred by
the Fund, and minus the Mortality and Expense Risk Charge.

CASH SURRENDER VALUE. The Cash Surrender Value as of any date is equal to:

a.   the Policy Value; minus

b.   any Surrender Charge shown on the Policy  Schedule.

SURRENDER CHARGE. The Table of Surrender Charges is shown on the Policy
Schedule.

If we approve a requested increase in the Specified Amount, additional Surrender
Charges will apply to this Policy. We will send the new Table of Surrender
Charges to the Owner.

NET CASH SURRENDER VALUE. The Net Cash Surrender Value as of any date is equal
to:

a.   the Cash Surrender Value; minus

b.   any outstanding policy loan; plus

c.   any unearned loan Interest.

INSUFFICIENT VALUE. If the Net Cash Surrender Value on any Monthly Anniversary
Day is not sufficient to cover the Cost of Insurance and the Monthly
Administrative Charge for the next month, this Policy will terminate subject to
the Grace Period section.

BASIS OF COMPUTATIONS. Guaranteed values are at least equal to those required by
law. Where required, a detailed statement of the method of computation of values
has been filed with the insurance department of the state in which this Policy
was delivered.

If the Net Investment Results credited to the Policy Value at all times from the
date of issue should equal 4% with premiums and benefits determined accordingly
under the terms of the Policy, then the resulting Cash Surrender Values will
never be less than the minimum cash surrender values calculated according to the
Standard Nonforfeiture Law using 4% and using:

<PAGE>

a.   the 1980 Commissioners Standard Ordinary Mortality Table, Age Last Birthday
     for nonsmokers at attained ages 15 and below, and using the 1980
     Commissioners Standard Ordinary Nonsmoker Mortality Table, Age Last
     Birthday for nonsmokers at attained ages 16 and above; and

b.   the 1980 Commissioners Standard Ordinary Smoker Mortality Table, Age Last
     Birthday for smokers at attained ages 16 and above.

                             SURRENDER AND WITHDRAWALS

SURRENDER. The Owner may surrender this Policy for the Net Cash Surrender Value.
The request must be in writing on a form suitable to us. It may be surrendered
at any time prior to termination of the Policy as provided in the Termination
provision.

Ordinarily, the surrender will be processed within 7 days from the date the
request for surrender is received at our Home Office.

WITHDRAWALS. Cash withdrawals may be made at any time after the first policy
year and during the lifetime of the Insured. Only one withdrawal is allowed
during a policy year. During any year in which the Surrender Charge is greater
than zero, the amount of the withdrawal may not be more than the Maximum
Withdrawal Percent, shown on the Policy Schedule, of the Net Cash Surrender
Value. During any year in which the Surrender Charge is equal to zero, the
amount of the withdrawal may not be more than the Net Cash Surrender Value. Any
partial withdrawal is subject to a Minimum Withdrawal Amount as shown on the
Policy Schedule. The request for a withdrawal must be from the Owner and in
writing on a form suitable to us.

An amount equal to the Withdrawal Charge shown on the Policy Schedule will be
deducted from each withdrawal amount and the balance paid to the Owner.

When a withdrawal is made, the Policy Value will be reduced by the amount of the
withdrawal. The reduction will be made in proportion to the values of the
General Account and each of the Subaccounts, or by any other method requested by
the Owner and acceptable to us. If the Death Benefit is Type 1, the Insured's
Specified Amount will also be reduced by the amount of the withdrawal. These
reductions will result in a reduction in the Death Benefit, which may be
determined from the Death Benefit section. No withdrawal will be allowed if the
resulting Insured's Specified Amount would be less than the Minimum Specified
Amount shown on the Policy Schedule.

Ordinarily, withdrawals will be processed within 7 days from the date the
request for a withdrawal is received at our Home Office.

                                       LOANS

CASH LOANS. During the continuance of this Policy, we will grant a loan against
this Policy provided:

a.   written loan agreement is executed; and
b.   this Policy is assigned to us.

This Policy will be the sole security for the loan. The amount of outstanding
loans with interest may not exceed the Cash Surrender Value as of the date of
the policy loan. Ordinarily, the loan will be processed within 7 days from the
date the request for a loan is received at our Home Office.

The loan will be made in proportion to the values of the General Account and
each of the Subaccounts, or by any other method requested by the Owner and
acceptable to us. The amount of the loan made against the Subaccounts will be
deducted from the Investment Amount, but will remain part of the Policy Value.
The loan amount will earn interest at not less than the Loan Collateral Rate
shown on the Policy Schedule.

If at any time the total policy loan plus loan interest equals or exceeds the
Cash Surrender Value, this Policy will become void, but not until 61 days after
notice has been mailed to the last known address of the Owner and any assignee
of record.

INTEREST ON POLICY LOANS. Interest on any loan will be at the Policy Loan Rate
shown on the Policy Schedule, payable annually in advance. Interest not paid
when due will be added to the loan and bear interest at the same Policy Loan
Rate.

LOAN REPAYMENTS. Loan repayments will be allocated to the Subaccounts in accord
with the most recent premium allocation or by any other method requested by the
Owner and acceptable to us.

                                   DEATH BENEFIT

Death Benefit Coverages. Subject to the provisions of this Policy, the Insured's
Death Benefit at any time prior to the Maturity Date will be either Type 1 or
Type 2 as defined below.
     Type 1.   Basic Coverage. If the Insured's Specified Amount includes the
               Policy Value, as shown on the Policy Schedule, the Insured's
               Death Benefit at any time will equal the Insured's Specified
               Amount.   75

     Type 2.   Basic plus Policy Value Coverage. If the Insured's Specified
               Amount is in addition to the Policy Value, as shown on the Policy
               Schedule, the Insured's Death Benefit at any time will be equal
               to the Policy Value plus the Insured's Specified Amount.

The Insured's Death Benefit, however, will never be less than the following
percentage of the Policy Value:


<TABLE>
<CAPTION>

     In the case of an        The applicable
     Insured with an          percentage will
     attained age as of       decrease by a
     the beginning of the     ratable portion
     contract year of.,       for each full year:

<PAGE>
     More      But Not
     Than;     More Than:     From:               To:
     <S>       <C>            <C>                <C>
     0..............40        250%...............250%
     40.............45        250%...............215%
     45.............50        215%...............185%
     50.............55        185%...............150%
     55.............60        150%...............130%
     60.............65        130%...............120%
     65.............70        120%...............115%
     70.............75        115%...............105%
     75.............90        105%...............105%
     90.............95        105%...............100%
     95.............99        100%...............100%
</TABLE>


                                      CHANGES

CHANGES IN TYPE OF DEATH BENEFIT COVERAGE. The Owner may change the type of
coverage. The request must be in writing on a form suitable to us. The change
will be effective on the first Monthly Anniversary Day on or next following the
day we receive the request. No change in the type of death benefit will be
allowed if the resulting Insured's Specified Amount would be less then the
Minimum Specified Amount shown on the Policy Schedule. The Insured's Specified
Amount will be changed as follows:

1.   If the change is from Type 1 to Type 2, the Insured's Specified Amount
     after such change will be equal to:

     a)   the Insured's Specified Amount prior to such change; minus

     b)   the Policy Value on the date of change.

2.   If the change is from Type 2 to Type 1, the Insured's Specified Amount
     after such change will  be equal to:

     a)   the Insured's Specified Amount prior to such change; plus

     b)   the Policy Value on the date of change.

CHANGES IN AMOUNT OF INSURANCE COVERAGE. The Insured's Specified Amount may be
increased or decreased at any time. The request for change must be from the
Owner and in writing on a form suitable to us. The change is subject to:

1.   Any decrease will become effective on the first Monthly Anniversary Day on
     or next following the day we receive the request. Any such decrease will
     reduce insurance in the following order:

     a)   against insurance provided by the most recent increase;

     b)   against the next most recent increases successively; and

     c)   against insurance provided under the original application.

2.   The Insured's Specified Amount after any requested decrease may not be 
     less than the Minimum Specified Amount shown on the Policy Schedule.

3.   Any request for an increase must be applied for on a supplemental
     application.

     Such increase will be subject to:

     a.   evidence of insurability satisfactory to us;

     b.   our issue rules and limits at the time of increase; and

     c.   the sufficiency of the Net Cash Surrender Value to cover the next Cost
          of Insurance deduction, the Monthly Administrative Charge, plus the
          additional Surrender Charges due to such increase.

Any increase will become effective on the effective date shown on a supplement
to the Policy Schedule.

APPLICATION FOR ADDITIONAL INSURANCE. Additional insurance on the life of other
persons may be applied for by supplemental application. Approval of the
additional insurance will be subject to evidence of insurability satisfactory to
us. Additional insurance will also be subject to the sufficiency of the Net Cash
Surrender Value to cover the next Cost of Insurance deduction and the Monthly
Administrative Charge. The new insurance will be provided by rider and will
become effective on the Policy Date shown on a supplement to the Policy
Schedule.

                                      PROCEEDS

Proceeds. Proceeds mean the amount payable on;

a.   the Maturity Date; or

b.   the surrender of this Policy; or

c.   the death of the Insured.

The Proceeds to be paid on the death of the Insured will be:

a.   the Death Benefit; minus

b.   any outstanding policy loan; plus

c.   any unearned loan interest,

The Proceeds to be paid on the surrender of this Policy or on the Maturity Date
will be the Net Cash Surrender Value.

The Proceeds to be paid on the death of any person insured by rider will be as
provided in the rider.

PAYMENT OF PROCEEDS. Any amount to be paid at the death of the Insured or on any
other termination of this Policy will be

<PAGE>

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

CLAIMS OF CREDITORS. To the extent allowed by law, Proceeds will not be subject
to any claims of a Beneficiary's creditors.

                                  PAYMENT OPTIONS

Upon written request, we will apply all or part of the Proceeds payable under
this Policy in accordance with any one of the options below. These options will
be available only with our consent if:

a.   the Proceeds to be settled under any option are $2,500 or less; or

b.   any installment or interest payment is $25 or less; or

c.   any payee is a corporation, partnership, association, trustee, or
     assignee.

While the Insured is alive, the Owner may elect any Payment Option. The Owner
may change any election if that right has been reserved.

At the time Proceeds are payable, a Beneficiary may elect or change any Payment
Option if Proceeds are available to the Beneficiary in one sum.

The Option Date is any date this Policy terminates under the Termination
provision.

OPTION A: Payment for a Designated Number of Years. We will pay equal monthly
installments for the number of years elected. Payments will begin on the Option
Date. The amount of each installment will be determined from the Option A Table.
The Option A Table is based on a guaranteed interest rate of 4% per year
compounded yearly.

OPTION B: Payment of Life Income. We will pay equal monthly installments
beginning on the Option Date. Payments will continue while the payee is alive.
Payments are guaranteed for 10, 15, or 20 years, as elected, and for life
thereafter. The amount of payment will depend on the age and sex of the payee
and may be determined from the Option B Table. If the payee is not an
individual, the amount of payment will depend on the age and sex of a person
chosen by the payee and agreed to by us. Payments will continue while the chosen
person is alive. Payment will be subject to acceptable proof of age. We may
require proof that the person on whose life the payment is based is alive when
each payment is due.

OPTION C: Proceeds Left at Interest. We will retain the Proceeds while the payee
is alive and will pay interest at a rate of not less than 4% per year. The
interest may be paid monthly, quarterly. semiannually, or annually, as elected,
or may be left with us to accumulate.

OPTION D: Payment of a Designated Amount. We will pay equal monthly, quarterly,
semiannual, or annual payments until the Proceeds with any interest are
exhausted. Payments will begin on the Option Date. The payment amount must be at
least $120 per year per $1,000 of Proceeds applied. Interest will be payable at
a rate of not less than 4% per year compounded yearly.

OPTION E: Payment of Proceeds under a Rider. Upon death of a person insured by
rider, the Proceeds payable due to that death, minus a charge of 2 1/2% of the
Proceeds, will be transferred to the Policy Value as a net premium. The Insured
must be alive and the Owner must be the Beneficiary of the rider on the date of
death of the person insured by rider.

ADDITIONAL OPTIONS. Any Proceeds payable under this Policy may also be settled
under any other method of settlement we offer on the Option Date.

ADDITIONAL INTEREST. Additional interest as we determine may be paid or credited
from time to time in addition to the payments guaranteed under a Payment Option.

PAYMENT CONTRACTS. When Proceeds become payable under a Payment Option, a
Payment Contract will be issued to the payee in exchange for this Policy. The
effective date of a Payment Contract will be the Option Date.

Payment Contracts may not be assigned.

A change in payment may be made only if it is provided for in the Payment
Contract.

WITHDRAWALS OF PROCEEDS UNDER PAYMENT CONTRACT. Proceeds may be withdrawn 
under a Payment Option if provided in the Payment Contract. Under Payment for 
a Designated Number of Years, the sum of the remaining guaranteed payments 
discounted at an interest rate of 4% compounded annually may be withdrawn. 
Under Payment of a Designated Amount and Proceeds Left at Interest, all or 
part of the remaining proceeds and any interest earned but not paid may be 
withdrawn. Proceeds may not be withdrawn from any of the Payment of Life 
Income Options. We may postpone payment of any withdrawal for not more than 6 
months from the date we receive the written request.

DEATH OF PAYEE UNDER PAYMENT CONTRACT. If any payments remain to be paid under a
Payment Option when the payee dies, payment will be made according to the
Payment Contract.

<PAGE>

                            OPTIONAL METHODS OF SETTLEMENT
             AMOUNT OF INSTALLMENT FOR EACH $1,000 OF PROCEEDS APPLIED

<TABLE>
<CAPTION>

          OPTION A TABLE                                          OPTION B TABLE

                                              FOR MALES                     FOR FEMALES

     NUMBER OF   AMOUNT OF    SETTLEMENT AGE  NUMBER OF MONTHLY             NUMBER OF MONTHLY
     YEARS       MONTHLY      OF PAYEE        INSTALLMENTS                  INSTALLMENTS
     PAYABLE     INSTALLMENT  LAST BIRTHDAY   CERTAIN                       CERTAIN

                                              120       180       240       120       180       240
     <S>         <C>          <C>             <C>       <C>       <C>       <C>       <C>       <C>
     1           $84.84       10*             $3.56     $3.55     $3.55     $3.49     $3.49     $3.49
     2            43.25       11               3.57      3.56      3.56      3.50      3.50      3.50
     3            29.40       12               3.58      3.58      3.57      3.51      3.51      3.51
     4            22.47       13               3.59      3.59      3.58      3.52      3.52      3.52
     5            18.32       14               3.60      3.60      3.60      3.53      3.53      3.53

     6            15.56       15               3.62      3.61      3.61      3.54      3.54      3.54
     7            13.59       16               3.63      3.63      3.62      3.55      3.55      3.55
     8            12.12       17               3.65      3.64      3.64      3.56      3.56      3.56
     9            10.97       18               3.66      3.66      3.65      3.57      3.57      3.57
     10           10.06       19               3.68      3.67      3.67      3.59      3.59      3.58

     11            9.31       20               3.70      3.69      3.69      3.60      3.60      3.60
     12            8.69       21               3.71      3.71      3.70      3.62      3.61      3.61
     13            8.17       22               3.73      3.73      3.72      3.63      3.63      3.62
     14            7.72       23               3.75      3.75      3.74      3.64      3.64      3.64
     15            7.34       24               3.77      3.77      3.76      3.66      3.66      3.65

     16            7.00       25               3.79      3.79      3.78      3.68      3.67      3.67
     17            6.71       26               3.82      3.81      3.80      3.70      3.69      3.69
     18            6.44       27               3.84      3.83      3.82      3.71      3.71      3.71
     19            6.21       28               3.86      3.86      3.85      3.73      3.73      3.72
     20            6.00       29               3.89      3.88      3.87      3.75      3.75      3.74

     21            5.81       30               3.92      3.91      3.90      3.77      3.77      3.76
     22            5.64       31               3.94      3.94      3.92      3.80      3.79      3.78
     23            5.49       32               3.97      3.97      3.95      3.82      3.81      3.81
     24            5.35       33               4.01      4.00      3.98      3.84      3.84      3.83
     25            5.22       34               4.04      4.03      4.01      3.87      3.86      3.85

                              35               4.07      4.06      4.04      3.89      3.89      3.88
                              36               4.11      4.10      4.07      3.92      3.92      3.91
                              37               4.15      4.13      4.11      3.95      3.94      3.93
                              38               4.19      4.17      4.14      3.98      3.97      3.96
                              39               4.23      4.21      4.18      4.02      4.01      3.99

                              40               4.27      4.25      4.22      4.05      4.04      4.02
                              41               4.32      4.29      4.26      4.09      4.07      4.06
                              42               4.37      4.34      4.30      4.12      4.11      4.09
                              43               4.42      4.39      4.34      4.16      4.15      4.13
                              44               4.47      4.43      4.38      4.20      4.19      4.17

                              45               4.53      4.48      4.43      4.25      4.23      4.20
                              46               4.58      4.54      4.47      4.29      4.27      4.25
                              47               4.64      4.59      4.52      4.34      4.32      4.29
                              48               4.71      4.65      4.57      4.39      4.37      4.33
                              49               4.77      4.71      4.63      4.45      4.42      4.38

</TABLE>


                          *Ages 10 and under.


<PAGE>

                                   OPTION B TABLE
                                    (CONTINUED)
<TABLE>
<CAPTION>

                          FOR MALES           FOR FEMALES

     SETTLEMENT AGE       NUMBER OF MONTHLY   NUMBER OF MONTHLY
     OF PAYEE             INSTALLMENTS        INSTALLMENTS
     LAST BIRTHDAY        CERTAIN             CERTAIN

               120        180       240       120       180       240
     <S>       <C>        <C>       <C>       <C>       <C>       <C>
     50        $4.84      $4.77     $4.68     $4.50     $4.47     $4.43
     51         4.91       4.84      4.73      4.56      4.53      4.48
     52         4.99       4,81      4.79      4.62      4.59      4.53
     53         5.07       4.98      4.85      4.69      4.65      4.58
     54         5.15       5.05      4.91      4.76      4.71      4.64

     55         5.24       5.13      4.97      4.83      4.78      4.70
     56         5.33       5.21      5.03      4.91      4.85      4.76
     57         5.43       5.29      5.09      4.99      4.92      4.82
     58         5.54       5.37      5.15      5.08      5.00      4.88
     59         5.65       5.46      5.21      5.17      5.08      4.95

     60         5.76       5.55      5.27      5.27      5.16      5.01
     61         5.88       5.64      5.34      5.37      5.25      5.08
     62         6.01       5.74      5.40      5.48      5.34      5.15
     63         6.14       5.84      5.45      5.59      5.44      5.22
     64         6.28       5.93      5.51      5.71      5.53      5.29

     65         6.43       6.03      5.57      5.84      5.63      5.35
     66         6.58       6.13      5.62      5.97      5.74      5.42
     67         6.73       6.23      5.67      6.11      5.84      5.48
     68         6.89       6.32      5.71      6.26      5.95      5.54
     69         7.05       6.42      5.75      6.42      6.06      5.60

     70         7.22       6.51      5.79      6.58      6.17      5.66
     71         7.39       6.60      5.82      6.75      6.28      5.71
     72         7.57       6.68      5.85      6.93      6.38      5.76
     73         7.74       6.76      5.88      7.12      6.49      5.80
     74         7.91       6.83      5.90      7.31      6.59      5.83

     75         8.08       6.90      5.92      7.50      6.68      5.87
     76         8.25       6.96      5.94      7.70      6.77      5.89
     77         8.42       7.02      5.95      7.89      6.86      5.92
     78         8.58       7.07      5.97      8.09      6.93      5.94
     79         8.73       7.12      5.97      8.28      7.00      5.95

     80         8.88       7.16      5.98      8.47      7.06      5.96
     81         9.02       7.19      5.99      8.65      7.11      5.97
     82         9.15       7.22      5.99      8.82      7.15      5.98
     83         9.26       7.24      6.00      8.98      7.19      5.99
     84#        9.37       7.27      6.00      9.13      7.22      5.99
</TABLE>

                        #Ages 84 and over.

<PAGE>

                  Flexible Premium Variable Life Insurance Policy
                    Net Cash Surrender Value Payable at Maturity
               Death Benefit Payable at Death Prior to Maturity Date
                              Adjustable Death Benefit
                    Flexible Premiums Payable During Lifetime of
                              Insured to Maturity Date
                          Nonparticipating - No Dividends








               If you have any questions concerning this Policy or if
              anyone suggests that you change or replace this Policy,
               please contact your Lincoln National Life agent or the
                            Home Office of the Company,

                                THE LINCOLN NATIONAL
                               LIFE INSURANCE COMPANY

                             1300 SOUTH CLINTON STREET
                                   P.O. BOX 1110
                             FORT WAYNE, INDIANA 46801






                                LINCOLN NATIONAL
                               LIFE INSURANCE CO.
                     A part of LINCOLN NATIONAL CORPORATION


<PAGE>

SERIES PARTICIPATION AGREEMENT

     THIS AGREEMENT, is hereby entered into by and among THE LINCOLN NATIONAL 
LIFE INSURANCE COMPANY ("Lincoln National"), a life insurance company 
organized under the laws of the State of Indiana for itself and on behalf of 
LINCOLN NATIONAL FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT G ("Account"), a 
segregated account established by Lincoln National in accordance with the 
laws of the State of Indiana, and AMERICAN VARIABLE INSURANCE SERIES 
("Series"), an open-end management investment company organized under the 
laws of the State of Massachusetts. This Agreement is effective as of the 
date on which the Securities and Exchange Commission declared effective the 
initial registration under the Securities Act of 1933 pertaining to policies 
issued through the account.

WITNESSETH:

     WHEREAS, the Account has been established by Lincoln National pursuant to
the Indiana Insurance Code in connection with certain variable life insurance
policies ("Policies") proposed to be issued to the public by Lincoln National;
and

     WHEREAS, the Account is being registered as a unit investment trust under
the Investment Company Act of 1940 (the "1940 Act"); and

     WHEREAS, the income, gains and losses, whether or not realized, from assets
allocated to the Account are, in accordance with the applicable Policies, to be
credited to or charged against such Account without regard to other income,
gains or losses of Lincoln National; and

      WHEREAS, the Account is subdivided into various Subaccounts
("Subaccounts") under which income, gains and losses, whether or not realized,
from assets allocated to each such Subaccount are, in accordance with the
applicable Policies, to be credited to or charged against such Subaccounts
without regard to other income, gains or losses of other Subaccounts or of
Lincoln National; and

     WHEREAS, the Series is divided into various funds ("Funds"), each Fund
being subject to separate investment policies and restrictions which may not be
changed without a majority vote of the shareholders of such Funds; and

     WHEREAS, certain Funds will serve as the underlying investment medium for
certain Subaccounts; and

     WHEREAS, Lincoln National, the principal underwriter for the Policies to be
funded by the Account, is a broker-dealer registered as such under the
Securities Exchange Act of 1934;

     NOW THEREFORE, in consideration of the foregoing and of mutual covenants
and conditions set forth herein and for other good and valuable consideration,
Lincoln National, the Account, and the Series hereby agree as follows:

       1. The Policies funded through the Account will provide for the
allocation of net amounts among certain Subaccounts for investment in such
shares of the Funds as may be offered from time to time in the prospectus of the
Policies. The selection of the particular Subaccount is to be made by the Policy
owner, and such selection may be changed or premiums may be transferred among
Subaccounts in accordance with the terms of the Policies.

       2. Series shares to be made available to certain Subaccounts shall be
sold by the respective Funds and purchased by Lincoln National for the
corresponding Subaccount at the net asset value (without the imposition of a
sales load) next computed after receipt of each order by the Series, as
established in accordance with the provisions of the then current prospectus of
the Series. Orders concerning a particular Fund shall be placed for such
quantities and at such times as determined by Lincoln National to be necessary
to meet the requirements of the Policies. Premium payments or withdrawal
requests received by Lincoln National (or its designated agent) shall be deemed
to have been received by the Series' transfer agent for purposes of computing
the share price for corresponding purchases and redemptions of shares of the
Series; PROVIDED that such payments or requests are communicated to the Series'
transfer agent not later than the time, and in the manner, designated by the
Series' transfer agent, on the business day next following such receipt by
Lincoln National (or its designated agent).

      The Series reserves the right to delay any transfer of its shares until
the payment check has cleared. The Series reserves the right to suspend sales if
the Board of Trustees of the Series deems it appropriate and in the best
interests of the Series or in response to the order of an appropriate regulatory
authority.

      3. Transfer of the Series' shares will be by book entry only. No stock
certificates will be issued to the Account. Shares ordered from a particular
Fund will be

<PAGE>

- -2


recorded in an appropriate title for the corresponding Subaccount on the books
of Lincoln National. Lincoln National will provide to the Series a list of
Policy owners (and their addresses) upon written notice from any officer of the
Series or member of the Series' Board.

       4. The Series shall furnish notice promptly to Lincoln National of any
dividend or distribution payable on any shares underlying Subaccounts. All of
such dividends and distributions as are payable on shares of a Fund recorded in
the, title for the corresponding Subaccount shall be automatically reinvested in
additional shares of that Fund. The Series shall notify Lincoln National of the
number of shares so issued.

      5. The Series shall pay all its expenses incidental to its performance
under this Agreement. The Series shall see to it that all of its shares are
registered and authorized for, issue in accordance with applicable federal and
state laws prior to their purchase by Lincoln National for the Subaccount. The
Series shall bear the expenses for the cost of registration of its shares,
preparation of its prospectuses, proxy materials and reports, the printing and
distribution of such items to each Policy owner who has allocated net amounts to
any Subaccount, the preparation of all statements - and notices required by any
federal or state law, or taxes imposed upon the Fund on the issue or transfer of
the Series' shares subject to this Agreement.

       6. Lincoln National or its agents shall make no representations 
concerning the Series' shares except those contained in the then current 
prospectus of the Series and in printed information subsequently issued on 
behalf of the Series or approved in writing by the Series as supplemental to 
such prospectus.

       7. It is understood among the parties to this Agreement that shares of
the Series may be offered to separate accounts of various insurance companies in
addition to Lincoln National and in connection with insurance policies or
contracts other than the Policies (this practice is herein described as "mixed
and shared funding"). It is also understood among the parties that shares of the
Fund may be offered to other persons identified in paragraph f of Temporary
Regulation Section 1.817-5T. The Series and CRMC filed an application and an
amendment thereto (file number 812-6393) (the "Application") for an order of the
Securities and Exchange Commission, pursuant to Section 6(c) of the 1940 Act
exempting the Series and Capital Research and Management Company and certain
life insurance companies from


<PAGE>



- -3


certain provisions of the 1940 Act and the rules thereunder to the extent
necessary to permit shares of the Series to be sold in connection with mixed and
shared funding. The order was granted in SEC release no. IC-15899 (the "Order"),
subject to certain conditions contained in the Application, (the "Conditions").
The following is a summary of the Conditions as set forth in the Notice of
Application and Opportunity for Hearing (SEC release no. IC-15233):

(a) A majority of the Board of the Series shall consist of persons who are not
"interested persons" of the Series as defined by the 1940 Act.

(b) The Board of the Series will monitor the Series for the existence of any
material irreconcilable conflict between the interests of policy (or contract)
owners of all separate accounts investing in the Series.

(c)  Lincoln National shall report any potential or existing conflict to the
Series' Board.

(d) The Board of the Series shall promptly notify Lincoln National in writing of
any irreconcilable material conflict and its implications.

(e) If an irreconcilable material conflict exists, Lincoln National shall, to
the extent practicable, take whatever steps are necessary to eliminate such a
conflict.

(f) Lincoln National shall consider whether disclosure in the prospectus of the
Policies regarding potential risks of mixed and shared funding is appropriate.

(g) Lincoln National shall vote shares of the Series in accordance with
instructions received from the Policy owners whose Policy cash values are
invested in shares of the Series. Lincoln National shall vote shares of the
Series for which no instructions have been received in the same proportion as
shares of the Series for which instructions have been received from Policy
owners.

(h) Lincoln National and the Series shall undertake to comply with any material
applicable regulation of the Securities and Exchange Commission which may be
adopted relating to mixed and shared funding (including applying for any
additional exemptive relief, if necessary).

(i) The Series prospectus shall disclose that (1) shares of the Series are
offered to insurance company



<PAGE>


- -4



separate accounts funding both variable annuity and variable life insurance
contracts, (2) interests of various contract owners participating in a Fund
might be in conflict, and (3) the Board will monitor for the existence of any
material conflicts and determine what action, if any, should be taken.

             Lincoln National hereby agrees to comply with all the Conditions,
as applicable, and the Series reaffirms its undertaking to comply with the
Conditions. The provisions of this Section are not subject to termination
pursuant to section 9 of this Agreement and shall remain in effect for as long
as necessary to satisfy the Conditions.

8. The Series agrees to comply with the diversification requirements of Internal
Revenue Code section 817(h) and any regulations thereunder.

9. This Agreement shall terminate:

    a.    at the option of Lincoln National or of the Series upon NINE MONTHS'
advance written notice to the other;

    b.    at the option of Lincoln National upon institution of formal
enforcement proceedings against the Series by the Securities and Exchange
Commission;

    c.    upon a majority vote of the Policy owners having an interest in a
particular Subaccount to substitute the shares of another investment company for
the corresponding Series shares in accordance with the terms of the Policies for
which those Series shares had been selected to serve as the underlying
investment medium. Lincoln National will give 30 days' prior written notice to
the Series of the date of any proposed vote to substitute Series shares; and

    d.    in the event the Series' shares are not registered, issued or sold in
accordance with applicable state and/or federal law or such law precludes the
use of such shares as an underlying investment for the Policies issued or to be
issued by Lincoln National. In such event, prompt notice shall be given by
Lincoln National or the Series to the other.


<PAGE>



- -5
     10. Each notice required by this Agreement shall be given in writing and
delivered via certified mail - return receipt requested.

     11. The obligations of the Series under this Agreement are not binding upon
any of the Trustees, officers, employees, agents or shareholders of the Series
individually, but bind only the Series' assets. Lincoln National and the
Account agree to look solely to the assets of the Series for the satisfaction of
any liability of the Series with respect to this Agreement and will not seek
recourse against the members of the Board of Trustees of the Series, or its
officers, employees, agents or shareholders, or any of them, or any of their
personal assets for such satisfaction.

     12. This Agreement shall be construed in accordance with the laws of the
State of California.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested as of the date first above written.

LINCOLN NATIONAL LIFE INSURANCE COMPANY FOR ITSELF AND ON BEHALF OF LINCOLN
NATIONAL FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT G

Attest: /s/ John L. Steinkamp

By: /s/ Harlan K. Holly




AMERICAN VARIABLE INSURANCE SERIES

Attest: /s/ Kenneth R Gorvetzian

By: /s/ illegible









- -6



<PAGE>

                  [LETTERHEAD OF LINCOLN NATIONAL CORPORATION]

                                                             January 9, 1989


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Re:   The Lincoln National Life Insurance Company Flexible Premium 
      Variable Life Insurance Contracts (Account G) - Registration
      No. 33-22740

Gentlemen and Ladies:

      I have made such examination of law and examined such documents and
records as I have deemed necessary or appropriate to render the opinion
expressed below.

      I am of the opinion that, upon acceptance by Lincoln National Flexible
Premium Variable Life Account G of The Lincoln National Life Insurance Company
in accordance with the prospectus of payments made by purchasers of the flexible
premium variable life contracts which are the subject of the above referenced
registration statement, the purchasers will have legally issued, fully paid and
non-assessible interests in such contracts.

      I consent to the filing of this opinion as an exhibit to Registration
Statement No. 33-22740.

                                             Very truly yours,


                                             /s/ John L. Steinkamp
                                             ---------------------------
                                             John L. Steinkamp
                                             Vice President and
                                               Associate General Counsel


<PAGE>


April 15, 1998


Gentlemen:

This Opinion is furnished in connection with the filing of Post-Effective
Amendment #13 to Registration #33-22740 for the Lincoln Life Flexible
Premium Variable Life Account G.  In my capacity as Second Vice President  -
Business Engineering, I am familiar with the Registration Statement, its
exhibits, and the policy forms associated with the Registration Statement.
In my opinion:

   1.  The fees and charges deducted under the contract, in the aggregate, are
       reasonable in relation to the services rendered, the expenses expected
       to be incurred, and the risks assumed by the Lincoln National Life
       Insurance Company.

   2.  The illustrations of death benefits, policy values, and accumulated
       premiums shown in Appendix D to the Prospectus contained in the
       Registration Statement, based on the assumptions stated in the
       illustrations, are consistent with the assumptions stated in the
       policies.  The rate structure of the policies has not been designed so
       as to make the relationship between premiums and benefits, as shown in
       the illustrations, appear to be correspondingly more favorable to the
       prospective purchaser of policies that are Standard Male Nonsmokers or
       Smokers Age 35 or Age 55 than to prospective purchasers for policies
       that  are Males or Females at other ages or classifications.

   3.  The information contained in the illustrations in the section of the
       Prospectus entitled "Policy Benefits", based on the assumptions stated
       in the examples, is consistent with the provisions of the policies.

I hereby consent to the use of this opinion as an Exhibit to Post-Effective
Amendment # 13 to the Registration Statement and the use of my name under the
heading "Experts" in the Prospectus contained in the Registration Statement.

Sincerely,

/s/ Denis G. Schwartz
- -----------------------
Denis G. Schwartz, FSA
Second Vice President
Business Engineering




<PAGE>


                                                                    Exhibit 6



            CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Experts" in the 
Post-Effective Amendment No. 13 to the Registration Statement (Form S-6 No. 
33-22740) and the related Statement of Additional Information appearing 
therein and pertaining to Lincoln Life Flexible Premium Variable Life 
Account G, and to the use therein of our reports dated (a) February 5, 1998, 
with respect to the statutory-basis financial statements of The Lincoln 
National Life Insurance Company, and (b) April 8, 1998, with respect to the 
financial statements of Lincoln Life Flexible Premium Variable Life Account G.

                                                        /s/ Ernst & Young LLP

Fort Wayne, Indiana
April 22, 1998




<PAGE>

                                POWER OF ATTORNEY

      LET IT BE KNOWN that the directors and/or officers of The Lincoln National
Life Insurance Company whose signatures appear below appoint John L. Steinkamp
and Jack D. Hunter, jointly and severally, their attorneys-in-fact, with power
of substitution for them in all capacities, to sign the Registration Statement
under the Securities Act of 1933 and any and all pre- or post- effective
amendments to the Registration Statement related to the contracts to be issued
by The Lincoln National Life Insurance Company and Lincoln National Flexible
Premium Variable Life Account G (Registration No. 33-22740) and to file such
Registration Statement and amendments, with exhibits, with the Securities and
Exchange Commission, hereby ratifying all that each attorney-in-fact may do or
cause to be done by virtue of this power.


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


/s/ Ian M. Rolland           
- -------------------------
Ian M. Rolland             Director, Chairman and President       Nov. 10, 1988
                           (Chief Executive Officer)                           

                          
/s/ Howard E. Steele                           
- -------------------------
Howard E. Steele           Director and Executive Vice President  Nov. 10, 1988

                          
/s/ Thomas M. West                          
- -------------------------
Thomas M. West             Director and Executive Vice President  Nov. 10, 1988

                          
/s/ Donald L. VanWygarden
- -------------------------
Donald L. VanWygarden      Second Vice President and Controller   Nov. 10, 1988
                           (Chief Accounting Officer)

                          
/s/ John S. Acheson      
- -------------------------
John S. Acheson            Director                               Nov. 10, 1988

                          
/s/ Robert W. Crispin
- -------------------------
Robert W. Crispin          Director                               Nov. 10, 1988

                          
/s/ P. Kenneth Dunsire
- -------------------------
P. Kenneth Dunsire         Director and Executive Vice President  Nov. 10, 1988

                          
/s/ Robert A. Efroynson   
- -------------------------
Robert A. Efroynson        Director                               Nov. 10, 1988
<PAGE>                    
                          
    Signature                       Title                            Date
    ---------                       -----                            ----


/s/ Edward D. Irons
- -------------------------                          
Edward D. Irons            Director                               Nov. 10, 1988
                          


/s/ Ronald D. Jarvis
- -------------------------
Ronald D. Jarvis           Director                               Nov. 10, 1988
                          


/s/ M. Joyce Schlatter  
- -------------------------
M. Joyce Schlatter         Director                               Nov. 10, 1988
                          


/s/ Reed P. Miller
- -------------------------
Reed P. Miller             Vice President and                     Nov. 10, 1988
                           Valuation Actuary
                           (Chief Financial Officer)
                        


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