LINCOLN NATIONAL FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT K
485BPOS, 1998-04-23
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<PAGE>
                                                      Registration No. 33-76432
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                   SECURITIES AND EXCHANGE COMMISSION 
                       Washington, D.C.  20549  

                       -------------------------
   
                    POST-EFFECTIVE AMENDMENT NO. 4 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 K
                           (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

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

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It is proposed that this filing will become effective (check appropriate box)
   
    [ ] immediately upon filing pursuant to paragraph (b) 
    [X] on May 1, 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 
May 1, 1998.
    
    [ ]  Check box if it is proposed that this filing will become effective 
         on (date) at (time) pursuant to Rule 487.

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

<PAGE>

              RECONCILIATION AND TIE BETWEEN ITEMS 
               IN FORM N-8B-2 AND THE PROSPECTUS  

N-8B-2 ITEM  CAPTION IN PROSPECTUS   
- -----------  ---------------------
                
 1           Cover Page   
 2           Cover Page   
 3           Not applicable   
 4           Distribution of the Policy   
 5           Lincoln Life, The General Account and The Separate Account   
 6           The Account   
 7           Not applicable   
 8           Not applicable   
 9           Legal Proceedings   
10           Summary of the Policy; The Policy; The Separate Account; The  
             Investment Advisors; Addition, Deletion or   
             Substitution of Investments; Charges and Deductions; Policy   
             Benefits; Voting Rights; General Provisions   
11           Summary of the Policy; The Investment Advisors   
12           Summary of the Policy; The Investment advisors   
13           Summary of the Policy; Charges and Deductions   
14           Summary of the Policy; Requirements for Issuance of Policy   
15           Premium Payment and Allocation of Premiums   
16           Premium Payment and Allocation of Premiums; The Separate Account 
17           Summary of the Policy; Charges and Deductions; Policy Benefits 
18           Premium Payment and Allocation of Premiums; Policy Benefits   
19           General Provisions; Voting Rights   
20           Not Applicable   
21           Policy Benefits; General Provisions   
22           Not applicable   
23           Safekeeping of the Account's Assets   
24           General Provisions   
25           Lincoln Life   
26           Not applicable   
27           Investment Advisors; Charges and Deductions   
28           Executive Officers and Directors of Lincoln National Life    
             Insurance Co.   
29           Lincoln Life, The General Account, and The Separate Account   
30           Not applicable   
31           Not applicable   
32           Not applicable   
33           Not applicable   
34           Not applicable   
35           The Policy   

<PAGE>

N-8B-2 ITEM  CAPTION IN PROSPECTUS   
- -----------  --------------------------
  
 36          Not applicable   
 37          Not applicable   
 38          Summary of the Policy; Distribution of the Policy   
 39          Summary of the Policy; Distribution of the Policy   
 40          Not applicable   
 41          Distribution of the Policy   
 42          Not applicable   
 43          Not applicable   
 44          Charges and Deductions   
 45          Not applicable   
 46          Policy Benefits   
 47          Not applicable   
 48          Not applicable   
 49          Not applicable   
 50          Not applicable   
 51          Cover Page; Summary of the Policy; Charges and Deductions; Policy 
             Benefits; The Policy   
 52          Addition, Deletion or Substitution of Investments   
 53          Federal Tax Matters   
 54          Not applicable   
 55          Not applicable   
 56          Not applicable   
 57          Not applicable   
 58          Not applicable   
 59          Not applicable   
<PAGE>


LINCOLN LIFE -Registered Trademark-




MULTI FUND -Registered Trademark-
VARIABLE LIFE
PROSPECTUS

Variable Annuity Account K

May 1, 1998
<PAGE>
MULTI FUND-REGISTERED TRADEMARK- VARIABLE LIFE
 
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE
LIFE ACCOUNT K 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 $50,000 or more. Subject to the payment of a minimum premium
for the first policy year, 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 the Lincoln Life Flexible Premium Variable Life
Account K (SEPARATE ACCOUNT). Amounts allocated to the SEPARATE ACCOUNT may be
invested in any of the following FUNDS or SERIES:
 
- - Lincoln National Aggressive Growth Fund, Inc.
 
- - Lincoln National Bond Fund, Inc.
 
- - Lincoln National Capital Appreciation Fund, Inc.
 
- - Lincoln National Equity-Income Fund, Inc.
 
- - Lincoln National Global Asset Allocation Fund, Inc.
 
- - Lincoln National Growth and Income Fund, Inc.
 
- - Lincoln National International Fund, Inc.
 
- - Lincoln National Managed Fund, Inc.
 
- - Lincoln National Money Market Fund, Inc.
 
- - Lincoln National Social Awareness Fund, Inc.
 
- - Lincoln National Special Opportunities Fund, Inc.
 
- - Delaware Group Premium Fund, Inc.
 
   
  -- Decatur Total Return Series
    
   
  -- Trend Series
    
   
  -- Global Bond Series
    
 
The amount of the death benefit may, and the POLICY VALUE will, reflect the
investment experience of the chosen SUB-ACCOUNTS 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 8.
 
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 a current prospectus
for the Lincoln FUNDS and the Delaware Group Premium Fund, Inc.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, OR BY ANY STATE REGULATORY AGENCY, NOR HAS THE COMMISSION,
OR ANY STATE REGULATORY AGENCY, PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
Please read this prospectus carefully and retain it for future reference.
 
   
The date of this prospectus is May 1, 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                                       4
The General Account                                4
The Separate Account                               4
The investment advisors                            5
Addition, deletion or substitution of
  investments                                      5
- -----------------------------------------------------
THE POLICY
Requirements for issuance of a policy              6
Units and unit values                              6
Premium payment and allocation of
  premiums                                         6
Dollar cost averaging program                      8
Effective date                                     8
Right to examine policy                            8
Policy termination                                 8
- -----------------------------------------------------
CHARGES AND DEDUCTIONS
Percent of premium charge                          8
Contingent deferred sales charge                   8
Contingent deferred administrative
  charge                                           9
Surrender charge                                   9
Monthly deductions                                 9
Cost of insurance charges                         10
Monthly charge                                    10
Fund charges and expenses                         10
Mortality and expense risk charge                 11
Other charges                                     11
Reduction of charges                              11
Exchange of Lincoln Life Universal Life
  policies                                        12
Term conversion credits                           12
- -----------------------------------------------------
POLICY BENEFITS
Death benefit and death benefit types             12
Death benefit guarantee                           13
Policy changes                                    13
Policy value                                      14
Transfer between subaccounts                      15
Transfer to and from the General Account          15
Loans                                             15
Withdrawals                                       15
i
<CAPTION>
                                             PAGE
- -----------------------------------------------------
<S>                                       <C>
 
Policy lapse and reinstatement                    16
Surrender of the policy                           16
Proceeds and payment options                      17
- -----------------------------------------------------
GENERAL PROVISIONS
The contract                                      17
Suicide                                           17
Representations and contestability                17
Incorrect age or sex                              18
Change of owner or beneficiary                    18
Assignment                                        18
Reports and records                               18
Projection of benefits and values                 18
Postponement of payments                          18
Riders                                            18
- -----------------------------------------------------
DISTRIBUTION OF THE POLICY                        20
- -----------------------------------------------------
FEDERAL TAX MATTERS
Tax status of the policy                          20
Tax treatment of policy benefits                  21
Taxation of the Separate Account                  23
- -----------------------------------------------------
VOTING RIGHTS                                     23
- -----------------------------------------------------
STATE REGULATION OF LINCOLN LIFE AND THE
  SEPARATE ACCOUNT                                23
- -----------------------------------------------------
SAFEKEEPING OF THE SEPARATE ACCOUNT'S
  ASSETS                                          24
- -----------------------------------------------------
LEGAL PROCEEDINGS                                 24
- -----------------------------------------------------
EXPERTS                                           24
- -----------------------------------------------------
PREPARING FOR YEAR 2000                           24
- -----------------------------------------------------
ADDITIONAL INFORMATION                            25
- -----------------------------------------------------
APPENDIX A: Table of base minimum
  premiums                                        26
- -----------------------------------------------------
APPENDIX B: Table of surrender charges            28
- -----------------------------------------------------
APPENDIX C: Executive Officers &
  Directors of Lincoln National Life
  Insurance Co.                                   30
- -----------------------------------------------------
APPENDIX D: Illustrations of policy
  values                                          32
- -----------------------------------------------------
APPENDIX E: Definitions for Separate
  Account K                                       41
- -----------------------------------------------------
FINANCIAL STATEMENTS                              44
</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 Appendices 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 12.)
    
 
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. Any
voluntary decrease during the first 16 years of the POLICY or during the 16
years following an increase in the SPECIFIED AMOUNT will result in partial
SURRENDER CHARGES.
 
HOW ARE THE PREMIUMS FLEXIBLE?
 
You have considerable flexibility concerning the amount and frequency of premium
payments. During the first three 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 policy year, you may, subject to certain restrictions, make premium
payments in any amount and at any frequency. (See Premium payments and
allocation of premiums, page 6.)
 
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 INVESTMENT CHOICES DO I HAVE?
 
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. The SUBACCOUNTS of the SEPARATE ACCOUNT each
invest in one of the available FUNDS or SERIES listed below.
 
FUNDS
All of the FUNDS with the exception of the Special Opportunities Fund are
diversified, open-end management investment companies. The Special Opportunities
Fund is open-end, but is non-diversified.
 
AGGRESSIVE GROWTH FUND (1994) -- The investment objective is maximum capital
appreciation. The FUND invests in stocks of smaller, lesser-known companies
which have a chance to grow significantly in a short time.
 
BOND FUND (1981) -- The investment objective is maximum current income
consistent with prudent investment strategy. The FUND invests primarily in
medium-and long-term corporate and government bonds.
 
CAPITAL APPRECIATION FUND (1994) -- The investment objective is long-term growth
of capital consistent with preservation of capital. The FUND primarily buys
stocks in a large number of companies of all sizes if the companies are
competing well and if their products or services are in high demand. It may also
buy some money market securities and bonds, including junk (high-risk) bonds.
 
EQUITY-INCOME FUND (1994) -- The investment objective is to achieve reasonable
income by investing primarily in income-producing equity securities. The FUND
invests mostly in high-income stocks and some high-yielding bonds (including
junk bonds).
 
                                                                               1
<PAGE>
GLOBAL ASSET ALLOCATION FUND (1987) -- The investment objective is long-term
total return consistent with preservation of capital. The FUND allocates its
assets among several categories of equity and fixed-income securities, both of
U.S. and foreign issuers.
 
GROWTH AND INCOME FUND (1981) -- The investment objective is long-term capital
appreciation. The FUND buys stocks of established companies.
 
INTERNATIONAL FUND (1991) -- The investment objective is maximum long-term
capital appreciation. The FUND trades in securities issued outside the United
States -- mostly stocks, with an occasional bond or money market security.
 
MANAGED FUND (1983) -- The investment objective is maximum long-term total
return (capital gains plus income) consistent with prudent investment strategy.
The FUND invests in a mix of stocks, bonds and money market securities, as
determined by an investment committee.
 
MONEY MARKET FUND (1981) -- The investment objective is maximum current income
consistent with the preservation of capital. The FUND invests in short term
obligations issued by U.S. corporations; the U.S. Government; and
federally-chartered banks and U.S. branches of foreign banks.
 
SOCIAL AWARENESS FUND (1988) -- The investment objective is long-term capital
appreciation. The FUND buys stocks of established companies which adhere to
certain specific social criteria.
 
SPECIAL OPPORTUNITIES FUND (1981) -- The investment objective is maximum capital
appreciation. The FUND primarily invests in mid-size companies whose stocks have
significant growth potential. Current income is a secondary consideration.
 
SERIES
Three SERIES are being offered by Delaware Group Premium Fund, Inc.
 
   
DECATUR TOTAL RETURN -- Seeks the highest possible total rate of return by
selecting issues that exhibit the potential for capital appreciation while
providing higher than average dividend income. It invests generally, but not
exclusively, in common stocks and income-producing securities convertible into
common stocks, consistent with the SERIES' objective.
    
 
   
TREND -- Seeks long-term capital appreciation by investing primarily in
small-cap common stocks and convertible securities of emerging and other
growth-oriented companies. These securities will have been judged to be
responsive to changes in the market place and to have fundamental
characteristics to support growth. Income is not an objective.
    
 
GLOBAL BOND -- Seeks current income consistent with preservation of principal by
investing primarily in fixed income securities that may also provide the
potential for capital appreciation. This SERIES is a global fund. As such, at
least 65% of the SERIES' assets will be invested in fixed income securities of
issuers organized or having a majority of their assets in or deriving a majority
of their operating income in at least three different countries, one of which
may be the United States.
 
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
8.) 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. To the extent that such distribution
expenses are not recovered through explicit sales
 
2
<PAGE>
charges, we will recover them from our other assets or surplus, including income
from mortality and expense risk charges and COST OF INSURANCE charges.
 
PERCENT OF PREMIUM CHARGE. A percent of premium charge is currently deducted
from each premium you pay. The total charge currently consists of the sum of the
following:
 
  a.  1.95% for charges deemed to be sales loads as defined by the Investment
      Company Act of 1940. This item is guaranteed not to exceed 1.95%.
 
  b.  2.00% for premium taxes and other taxes not deemed to be sales loads as
      defined by the Investment Company Act of 1940. This item is guaranteed not
      to exceed 4.00%.
 
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 or if the SPECIFIED AMOUNT is voluntarily
reduced. During the first two policy years, the CDSC is no greater than 44% of
the required BASE MINIMUM PREMIUM for the POLICY. Upon actual surrender or
voluntary reduction of SPECIFIED AMOUNT in the first two years of the POLICY,
the actual CDSC is subject to certain maximum limits. (See Charges and
deductions, page 8.) During the third and subsequent policy years, the CDSC will
equal the CDSC during the first 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 which is deducted if the POLICY lapses or is surrendered or if the
SPECIFIED AMOUNT is voluntarily reduced. The CDAC is no greater than 88% of the
required BASE MINIMUM PREMIUM for the POLICY. During the second and subsequent
policy years, the CDAC will equal the first 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 CDSD AND CDAC
(OR AFTER AN INCREASE)        TO BE DEDUCTED
<S>                           <C>
- -------------------------------------------------------
 2                                                 100%
 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 9.
 
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 $7.50 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 consisting of a processing fee and
a possible early withdrawal penalty is deducted from each withdrawal. The early
withdrawal penalty portion is applicable only at times when the SURRENDER CHARGE
is greater than zero. As a current practice, the withdrawal charge is equal to
3% of the withdrawn amount during the first 10 policy years, and is equal to $10
at all other times. This charge is guaranteed not to exceed the greater of $25
or 5% of the withdrawn amount at times when the SURRENDER CHARGE is greater than
zero and is guaranteed not to exceed $25 at all other times.
 
   
The daily rate of .0018630% (which is equivalent to an annual rate of .68%) 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%.
    
 
                                                                               3
<PAGE>
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 or
SERIES 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 or SERIES. It is estimated that,
in the aggregate, such fees and expenses for the FUNDS and SERIES, expressed as
an annual percentage of each entity's net assets, will range from .35% to 1.02%.
See page 10 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 20-23. 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.
    
 
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 K (SEPARATE ACCOUNT) was
established by Lincoln Life as a separate account on March 9, 1994. 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 SUBACCOUNTS. Each SUBACCOUNT invests
exclusively in shares of one of the following FUNDS or SERIES:
 
Lincoln National Aggressive Growth Fund, Inc.
Lincoln National Bond Fund, Inc.
Lincoln National Capital Appreciation Fund, Inc.
Lincoln National Equity-Income Fund, Inc.
Lincoln National Global Asset Allocation Fund, Inc.
Lincoln National Growth and Income Fund, Inc.
Lincoln National International Fund, Inc.
 
4
<PAGE>
   
Lincoln National Managed Fund, Inc.
Lincoln National Money Market Fund, Inc.
Lincoln National Social Awareness Fund, Inc.
Lincoln National Special Opportunities Fund, Inc.
Delaware Decatur Total Return Series
Delaware Trend Series
Delaware Global Bond Series
    
 
   
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 or SERIES 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 Board of Directors for the FUNDS and of the SERIES and to remedy, at
Lincoln Life's own expense, any such conflict.
    
 
There is no assurance that any FUND or SERIES will achieve its stated objective.
For a complete description of the FUNDS or SERIES, please refer to the
prospectuses for the FUNDS or SERIES 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 FUNDS. Lincoln Investment is a wholly owned subsidiary of
Lincoln National Corp. 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.
 
Additionally, Lincoln Investment currently has six sub-advisory agreements in
which the sub-advisor may perform some or substantially all of the investment
advisory services required by nine of the FUNDS. No additional compensation from
the assets of those FUNDS will be assessed as a result of the sub-advisory
agreements. The following lists the six sub-advisors and the respective FUNDS
for which they act:
 
<TABLE>
<S>                       <C>
SUB-ADVISOR               FUND(S)
 
Clay Finlay, Inc.         International
Fidelity Management
  Trust Co.               Equity-Income
Janus Capital Corp.       Capital Appreciation
Lynch & Mayer, Inc.       Aggressive Growth
Putnam Investment
  Management, Inc.        Global Asset Allocation
Vantage Global Advisors,
  Inc.                    Growth and Income;
                          Managed (for stock
                          portfolio); Social
                          Awareness; and Special
                          Opportunities
</TABLE>
 
The Bond and Money Market Funds do not have sub-advisors.
 
   
Delaware Management is the investment advisor for the Delaware Decatur Total
Return Series and the Delaware Trend Series. Delaware International, an
affiliate of Delaware Management, is the investment advisor for the Delaware
Global Bond Series. Delaware Management is a wholly-owned, indirect subsidiary
of Delaware Management Holdings, Inc. On April 3, 1995, Delaware Management
Holdings, Inc. merged with Lincoln National Corp., the holding company for
Lincoln National Life Insurance Co. As a result of the merger, Delaware
Management Holdings and Delaware Management became indirect, wholly-owned
subsidiaries of and are thus subject to the ultimate control of Lincoln National
Corp. Delaware Management and Delaware International are registered with the
Securities and Exchange Commission as investment advisers. Additional
information about Delaware Management may be found in the Delaware Group Premium
Fund, Inc. prospectus.
    
 
ADDITION, DELETION, OR
SUBSTITUTION OF INVESTMENTS
 
Lincoln Life 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 ACCOUNT or that the
SEPARATE ACCOUNT may purchase. Lincoln Life reserves the right to eliminate the
shares of any FUND or SERIES 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
or SERIES 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
 
                                                                               5
<PAGE>
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 $50,000. 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 payments, or transfer of values into a SUBACCOUNT), the amount
purchases UNITS in that SUBACCOUNT; the number of UNITS purchased is determined
by dividing the dollar amount of the transaction by the UNIT VALUE on the day
the transaction is made. Similarly, whenever an amount is redeemed from a
SUBACCOUNT (due to loans and loan interest charges, withdrawals and withdrawal
charges, surrender and SURRENDER CHARGES, transfers of values out of a
SUBACCOUNT and transfer charges, income tax deductions (if any), cost of
insurance charges, or monthly 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 three policy
years, the 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. Payment of the DEATH
BENEFIT GUARANTEE MONTHLY PREMIUM during the first three policy years will
guarantee that the POLICY will remain in force for the first three policy years
despite negative NET CASH SURRENDER VALUE (see Death benefit guarantee, page
13), 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
charges, and extra COST OF INSURANCE CHANGES for substandard risks. A table of
base minimum premiums per $1,000 of SPECIFIED AMOUNT is in Appendix A, pages
26-27.
    
 
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.
 
6
<PAGE>
   
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 three policy years. Unless the POLICY is being
continued under the DEATH BENEFIT GUARANTEE, (see Death benefit guarantee, page
13), the POLICY will lapse any time outstanding loans with interest 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 16.) 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 8).
 
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 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
 
                                                                               7
<PAGE>
   
the GENERAL ACCOUNT will earn a current interest rate guaranteed to be at least
equal to the GENERAL ACCOUNT guaranteed interest rate shown on the policy
schedule. OWNERS should periodically review their allocations of premiums and
values in light of market conditions, interest rates, and overall estate
planning requirements.
    
 
DOLLAR COST AVERAGING PROGRAM
 
The OWNER may wish to make uniform monthly transfers from the GENERAL ACCOUNT to
one or more of the SUBACCOUNTS over a 12, 24, or 36-month period through the
Dollar Cost Averaging (DCA) program. Under the program, the owner designates the
total amount of POLICY VALUE ($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;
 
  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 percent of premium charge is currently deducted
from each premium you pay. The total charge currently consists of the sum of the
following:
 
  a.  1.95% for charges deemed to be sales loads as defined by the Investment
      Company Act of 1940. This item is guaranteed not to exceed 1.95%.
 
  b.  2.00% for premium taxes and other taxes not deemed to be sales loads as
      defined by the Investment Company Act of 1940. This item is guaranteed not
      to exceed 4.00%.
 
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 if the POLICY lapses or is surrendered or upon a voluntary reduction in
SPECIFIED AMOUNT. During the first policy year,
 
8
<PAGE>
   
the CDSC is approximately equal to 44% (less at older ages) 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 SURRENDER
CHARGE found in the table of Surrender Charges (see Appendix B, pages 28-29)
times one-third. (For example, the SURRENDER CHARGE for a male preferred smoker
age 35 is $9.99 per $1000 of SPECIFIED AMOUNT, or $999 for a policy with
$100,000 SPECIFIED AMOUNT. One-third of the SURRENDER CHARGE, or $333, is the
CDSC for the POLICY.) Furthermore, upon lapse or surrender of the POLICY or
voluntary reduction in SPECIFIED AMOUNT at any time during the first two policy
years, the total sales charges actually deducted (the sales charge component of
the percent of premium charge plus the 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 the sales charge component of the percent of premium
charge on premiums paid in excess of those amounts.
    
 
During the second and subsequent policy years, the CDSC will equal the CDSC
during the first policy year times the percent indicated in the following table.
 
   
CONTINGENT DEFERRED ADMINISTRATIVE CHARGE (CDAC). During the first 16 policy
years, the POLICY VALUE is subject to a CONTINGENT DEFERRED ADMINISTRATIVE
CHARGE which is deducted if the POLICY lapses or is surrendered or upon a
voluntary reduction in SPECIFIED AMOUNT. During the first policy year, the CDAC
is approximately equal to 88% (less at older ages) 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 SURRENDER CHARGE found in the table
of SURRENDER CHARGES (see Appendix B, pages 28-29) times two-thirds. (For
example, the SURRENDER CHARGE for a male preferred smoker age 35 is $9.99 per
$1,000 of SPECIFIED AMOUNT, or $999 for a policy with $100,000 SPECIFIED AMOUNT.
Two-thirds of the SURRENDER CHARGE, or $666, is the CDAC for the POLICY).
    
 
During the second and subsequent policy years the CDAC will equal the CDAC
during the first policy year 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. The additional CDAC is an amount per
$1,000 of increased SPECIFIED AMOUNT and will be deducted upon lapse or
surrender of the POLICY or upon a voluntary reduction of the increased SPECIFIED
AMOUNT 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 table below, where
policy year is calculated from the date of the increase.
 
<TABLE>
<CAPTION>
DURING POLICY YEAR        PERCENT OF CDSD AND CDAC
(OR AFTER AN INCREASE)    TO BE DEDUCTED
<S>                       <C>
- --------------------------------------------------
 2                                            100%
 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
above. For increases in the SPECIFIED AMOUNT, additional SURRENDER CHARGES
apply. During the first 5 years after an increase, the additional SURRENDER
CHARGES are calculated by multiplying the values in Appendix B by two-thirds.
During years 6 through 16 after an increase, the values in Appendix B are
multiplied by two-thirds and times 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 charge and a monthly COST OF INSURANCE deduction.
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.
 
                                                                               9
<PAGE>
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, rate class of
the person INSURED, and SPECIFIED AMOUNT of the POLICY. 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, rate
class, and SPECIFIED AMOUNT 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.
 
The SPECIFIED AMOUNT of the POLICY will affect the COST OF INSURANCE rates
applied to a specific POLICY. In general, policies with a SPECIFIED AMOUNT of
$200,000 or more will have lower current COST OF INSURANCE rates than policies
with smaller specified amounts.
 
MONTHLY CHARGE. A monthly charge of $7.50 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 or
SERIES deducts a daily charge as a percent of the net assets in each FUND or
SERIES 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 or SERIES 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 or SERIES.
    
 
   
The asset management charges, miscellaneous expenses and total expenses for each
of the FUNDS and SERIES are estimated, on the basis of their most recent fiscal
year experience, to be as follows:
    
 
10
<PAGE>
 
   
<TABLE>
<CAPTION>
                                          ASSET          MISC.
FUND                                      MGT. CHARGE*   EXPENSES*   TOTAL*
- ---------------------------------------------------------------------------
<S>                                       <C>            <C>         <C>
Aggressive Growth                              .73%         .08%      .81%
Bond                                           .46%         .07%      .53%
Capital Appreciation                           .80%         .09%      .89%
Equity-Income                                  .95%         .07%     1.02%
Global Asset Allocation                        .72%         .17%      .89%
Growth and Income                              .32%         .03%      .35%
International                                  .79%         .14%      .93%
Managed                                        .37%         .05%      .42%
Money Market                                   .48%         .11%      .59%
Social Awareness                               .36%         .05%      .41%
Special Opportunities                          .37%         .05%      .42%
 
SERIES
Decatur Total Return                           .60%         .11%      .71%
Trend                                          .67%         .13%      .80%
Global Bond                                    .47%         .33%      .80%
</TABLE>
    
 
*Expressed as an annual percentage of each entity's average daily net assets.
 
   
The table above reflects actual expenses during 1997. For that reason the table
reflects certain temporary fee waivers for the SERIES that were in effect for
that year (and continue in effect as of the date of this prospectus), but does
not reflect reductions in asset management fee rates for the Equity Income Fund
and the Capital Appreciation Fund that are in effect as of the date of this
prospectus but were not in effect at any time during 1997. If the fee waivers
for the Decatur Total Return, Trend, and Global Bond Series had not been in
effect for 1997, their total expenses would have been .71%, .88%, 1.08%, of
average daily net assets respectively.
    
 
See the prospectuses of the FUNDS and SERIES for more complete information about
their expenses.
 
   
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 .0018630% (which is
equivalent to an annual rate of .68%) 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.
    
 
   
Lincoln Life will reduce the current mortality and expense risk charge whenever
the previous year's average ratio of fund miscellaneous expenses to average net
assets exceeds .10 of 1%. The reduction for the following 12 months will take
effect each May 1 and will equal the excess, if any, of the average ratio of
fund miscellaneous expenses to average net assets over .10%; however, the
reduction will never exceed .10%.
    
 
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 equal to the greater
of (1) a minimum withdrawal charge or processing fee (currently limited
voluntarily to $10), or (2) at times when the SURRENDER CHARGE is greater than
zero, an amount equal to the amount withdrawn multiplied by the percent of
withdrawal charge (currently limited voluntarily to 3%, during the first ten
POLICY years only). The amount, if any, by which the withdrawal charge exceeds
the processing fee first reduces any remaining CDSC; any further excess next
reduces any remaining CDAC; and any remaining excess will be waived. The
withdrawal charge is guaranteed not to exceed the greater of $25 or 5% of the
withdrawn amount at times when the SURRENDER CHARGE is greater than zero and is
guaranteed not to exceed $25 at all other times.
 
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. The maximum number of transfers allowed between SUBACCOUNTs in a
policy year is twelve.
 
   
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 may make deductions from the POLICY to pay those taxes. (See Federal tax
matters, pages 20-23).
    
 
REDUCTION OF CHARGES
   
The percent of premium charge, SURRENDER CHARGE, and the monthly 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
policyholders, 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.
    
 
                                                                              11
<PAGE>
EXCHANGE OF LINCOLN LIFE
UNIVERSAL LIFE POLICIES
 
Existing Lincoln Life Universal Life policies may currently be exchanged for a
policy described in this prospectus. Because Lincoln Life's expenses are reduced
in such exchanges, as a current practice the percent of premium charge will be
waived on the amount of POLICY VALUE exchanged. In addition, as a current
practice the CONTINGENT DEFERRED SALES CHARGE and the CONTINGENT DEFERRED
ADMINISTRATIVE CHARGE will be reduced to 25% of the normal charges for the
SPECIFIED AMOUNT transferred and further reduced by the amount of any SURRENDER
CHARGE collected on the surrendered policy. All additional premiums will be
subject to the percent of premium charge and any increase in SPECIFIED AMOUNT
will be subject to additional SURRENDER CHARGES. Existing Lincoln Life Variable
Life policies may not be exchanged unless or until Lincoln Life receives special
exemptive relief from the Securities and Exchange Commission to honor such
exchange requests.
 
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. Term
insurance policies issued by Lincoln Life or by most other life insurance
companies may be converted to the POLICY under this program and receive 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.
 
POLICY BENEFITS
DEATH BENEFIT AND DEATH BENEFIT TYPES
 
   
As long as the POLICY remains in force (see Policy lapse and reinstatement, page
16), 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 17.) 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 16.) 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 13.)
    
 
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 anytime 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
</TABLE>
 
12
<PAGE>
<TABLE>
<CAPTION>
ATTAINED   SPECIFIED  ATTAINED   SPECIFIED  ATTAINED   SPECIFIED
AGE        PERCENTAGE AGE        PERCENTAGE AGE        PERCENTAGE
- ----------------------------------------------------------------
<S>        <C>        <C>        <C>        <C>        <C>
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 $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 three 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
three 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
 
                                                                              13
<PAGE>
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 or NET CASH
SURRENDER VALUE.
 
On the POLICY date, the POLICY VALUE will be the initial net premium, minus the
sum of the following:
 
  a.  The monthly 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;
 
  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 rate shown on the policy schedule 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.  All partial SURRENDER CHARGES deducted since the preceding day;
 
  j.  The monthly charge;
 
  k.  The COST OF INSURANCE for the following month;
 
  l.  Any charges for extra benefits.
 
On any day other than a MONTHLY ANNIVERSARY DAY, the POLICY VALUE is equal to
the sum of the following:
 
  a.  The POLICY VALUE on the preceding day;
 
  b.  Any increase due to NET INVESTMENT RESULTS in the value of the SUBACCOUNTS
      to which the INVESTMENT AMOUNT is allocated;
 
  c.  Interest at not less than the GENERAL ACCOUNT guaranteed interest rate
      shown on the policy schedule on amounts allocated to the GENERAL ACCOUNT;
 
  d.  Interest at not less than the rate shown on the policy schedule on any
      outstanding loan amount;
 
  e.  Any net premiums received since the preceding day.
 
Minus the sum of the following:
 
  f.  Any decrease due to NET INVESTMENT RESULTS in the value of the SUBACCOUNTS
      to which the INVESTMENT AMOUNT is allocated;
 
  g.  Any withdrawals; and
 
  h.  Any amount charged against the INVESTMENT AMOUNT for federal or other
      governmental income taxes.
 
   
The charges and deductions described above are further discussed in Charges and
deductions, page 8.
    
 
   
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 or SERIES' assets, reduced by the per unit share of the asset
management charge, any miscellaneous expenses incurred by the FUND or SERIES,
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 or SERIES
during the period.
    
 
The value of the assets in the FUNDS or SERIES will be taken at their fair
market value in accordance with accepted accounting practices and applicable
laws and regulations.
 
14
<PAGE>
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
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
18.)
    
 
   
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 20-23.)
    
 
   
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 16.)
    
 
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 5.05%.
The amount will remain a part of the POLICY VALUE, but will not be increased or
decreased by investment results in the SEPARATE ACCOUNT. Therefore, the POLICY
VALUE could be more or less than what it would have been if the policy loan had
not been made, depending on the investment results in the SEPARATE ACCOUNT
compared to the interest credited to the assets transferred to the GENERAL
ACCOUNT to secure the loan. In this way, a loan may have a permanent effect upon
both the POLICY VALUE and the death benefit and may increase or decrease the
potential for policy lapse. In addition, outstanding policy loans reduce the
death benefit.
 
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
 
                                                                              15
<PAGE>
   
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. As a current practice, the withdrawal charge is equal to 3% of
the withdrawn amount during the first 10 policy years, and is equal to $10 at
all other times. This charge is guaranteed not to exceed the greater of $25 or
5% of the withdrawn amount at times when the SURRENDER CHARGE is greater than
zero and is guaranteed not to exceed $25 at all other times. The OWNER should be
aware that withdrawals may result in the OWNER incurring a tax liability. (See
Federal tax matters, pages 20-23.)
    
 
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 12.) 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 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 18.)
    
 
POLICY LAPSE AND REINSTATEMENT
 
   
During the first three 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 13) 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 consequences.
 
16
<PAGE>
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.
 
   
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 non-participating; 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 during the
lifetime of the INSURED. Also, any increase in coverage or any reinstatement
will not be contestable after that increase or reinstatement has
 
                                                                              17
<PAGE>
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.
 
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 and
SERIES.
 
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
 
18
<PAGE>
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
$25,000 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 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 DEATH BENEFIT GUARANTEE MONTHLY 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 0 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 0 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
 
                                                                              19
<PAGE>
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.
 
JOINT LIFE TERM RIDER FOR COVERED INSUREDS. This rider is available for issue
ages 20 to 80. This rider provides term insurance for two, three, or four
individuals and pays the Joint Life Term Death Benefit upon the death of the
first to die of the Covered Insureds. The COST OF INSURANCE and monthly charges
for this rider are deducted monthly from the POLICY VALUE.
 
LAST SURVIVOR TERM RIDER FOR COVERED INSUREDS. This rider is available for issue
ages 20 to 85 if the average of the ages does not exceed 80. This rider provides
term insurance for two, three, or four individuals and pays the last survivor
term death benefit upon the death of the last to die of the Covered Insureds.
The COST OF INSURANCE and monthly charges for this rider are deducted monthly
from the POLICY VALUE. The minimum issue amount is $25,000; the maximum issue
amount is equal to 19 times the SPECIFIED AMOUNT of the policy.
 
LAST SURVIVOR CONTINGENT OPTION INSURABILITY RIDER AND LAST SURVIVOR RETIREMENT
OPTION INSURABILITY RIDER. These riders are only available if a Last Survivor
Term Rider for Covered Insureds is on the POLICY. The Last Survivor Contingent
Option Rider is a guaranteed insurability rider that gives the OWNER the right
to purchase an additional last survivor policy without evidence of insurability
upon the death of the designated person (the option life). The Last Survivor
Retirement Option Insurability Rider grants a similar benefit to be exercised
within 60 days of the OPTION DATE. The OPTION DATE is chosen at issue and cannot
be later than age 80 of the oldest insured. Available to issue ages 20 through
70 of the oldest insured. The COST OF INSURANCE for this rider is based on the
contingent option amount and is deducted monthly from the POLICY VALUE. The
minimum issue amount is $100,000; the maximum issue amount is 5 times the
SPECIFIED AMOUNT of the last survivor term rider to which it is attached.
 
DISTRIBUTION OF THE POLICY
 
Lincoln Life intends to offer the POLICIES 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. 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 2% of all other premiums paid, plus 0.25% 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 the POLICY.
    
 
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
 
20
<PAGE>
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 were determined
not to be a life insurance contract for purposes of section 7702, such policy
would not provide most of the tax advantages normally provided by a life
insurance 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 or SERIES in which it invests, intends to comply with the
diversification requirements prescribed in Treasury Regulations, which affect
how each FUND'S or SERIES assets may be invested. Lincoln Life does not have
control over the FUNDS or SERIES or their investments. Nonetheless, Lincoln Life
believes that the FUNDS or SERIES 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 Department has issued no guidelines on this
subject, although it has indicated informally that guidelines could limit the
number of underlying funds or the frequency of transfers among those funds. Such
guidelines may apply prospectively only, although retroactive effect is possible
if the guidelines are considered not to embody a new position. For these
reasons, Lincoln Life reserves the right to modify the POLICY as necessary to
prevent the OWNER from being considered the owner of the assets of the SEPARATE
ACCOUNT or otherwise to qualify the POLICY for favorable tax treatment.
    
 
   
The following discussion assumes that the POLICY will qualify as a life
insurance contract for federal income tax purposes.
    
 
TAX TREATMENT OF POLICY BENEFITS
 
1. IN GENERAL. Lincoln Life believes that the proceeds and cash value increases
of a POLICY should be treated in a manner consistent with a fixed benefit life
insurance POLICY for federal income tax purposes. Thus, the death benefit under
the POLICY should be excludable from the gross income of the BENEFICIARY under
Section 101(a)(1) of the Code.
 
A change in a POLICY'S SPECIFIED AMOUNT, a change in death benefit option, the
payment of premiums, the addition of additional insurance, a policy loan, a
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
 
                                                                              21
<PAGE>
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 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.
 
22
<PAGE>
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 and
SERIES held in the SEPARATE ACCOUNT at regular and special shareholder meetings
of the FUNDS and SERIES in accordance with instructions received from persons
having voting interests in the SEPARATE ACCOUNT. If, however, the Investment
Company Act of 1940 or any regulation thereunder should be amended or if the
present interpretation thereof should change, and as a result Lincoln Life
determines that it is permitted to vote the fund shares in its own right, it may
elect to do so.
 
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 and
SERIES. Voting instructions will be solicited by written communications prior to
such meeting in accordance with procedures established by the FUNDS and SERIES.
Lincoln Life will vote shares of each FUND and SERIES 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 or SERIES. 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 FUNDS or SERIES or to
approve or disapprove an investment advisory contract for a FUND or SERIES. 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 or SERIES if Lincoln Life reasonably disapproves of such
changes. A change would be disapproved only if the proposed change is contrary
to state law or prohibited by state regulatory authorities or Lincoln Life
determined that the change would have an adverse effect on its GENERAL ACCOUNT
in that the proposed investment policy for any FUND or SERIES 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.
 
                                                                              23
<PAGE>
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 and SERIES 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 assets are
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.
    
 
   
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
    
 
24
<PAGE>
   
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 business 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 such 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.
 
                                                                              25
<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    38.73   42.39   51.20   52.47
 27    4.36    4.48    5.41    5.65   67    39.58   43.30   53.53   54.93
 28    4.57    4.69    5.41    5.65   68    41.17   45.11   55.99   57.52
 29    4.78    4.90    5.60    5.84   69    43.28   47.35   58.82   60.26
 30    5.01    5.13    5.94    6.18   70    45.66   49.78   61.93   63.21
- -------------------------------------------------------------------------
 31    5.26    5.38    6.18    6.42   71    48.30   52.46   65.39   66.41
 32    5.52    5.64    6.50    6.74   72    51.55   55.63   69.24   70.09
 33    5.80    5.92    6.84    7.08   73    55.35   59.42   73.74   74.33
 34    6.09    6.21    7.20    7.44   74    59.69   63.68   78.52   78.90
 35    6.40    6.52    7.58    7.82   75    64.41   68.23   83.30   83.55
- -------------------------------------------------------------------------
 36    6.73    6.85    7.99    8.23   76    69.46   72.85   87.78   88.03
 37    7.08    7.20    8.42    8.66   77    74.84   77.72   92.28   92.54
 38    7.21    7.57    9.11    9.35   78    80.70   82.95   96.81   97.06
 39    7.60    7.96    9.88   10.24   79    87.32   88.72  101.48  101.74
 40    8.02    8.38   10.76   11.12   80    94.43   95.11  106.44  106.69
- -------------------------------------------------------------------------
</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.
 
26
<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       3.06       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      32.23      34.59      39.74      41.52
27              3.73       3.85       4.49       4.61         67      33.48      35.93      40.14      42.12
28              3.90       4.02       4.71       4.83         68      33.83      36.35      41.44      42.92
29              4.09       4.21       4.93       5.05         69      34.44      36.92      43.19      44.63
30              4.28       4.40       5.17       5.29         70      35.49      38.12      45.32      46.67
- ------------------------------------------------------------------------------------------------------------
31              4.37       4.61       5.42       5.54         71      37.48      40.19      47.97      49.20
32              4.59       4.83       5.69       5.81         72      39.99      42.75      51.10      52.29
33              4.82       5.06       5.97       6.09         73      43.05      45.85      54.79      55.89
34              5.06       5.30       6.27       6.39         74      46.75      49.51      59.11      60.04
35              5.32       5.56       6.58       6.70         75      50.82      53.53      63.83      64.47
- ------------------------------------------------------------------------------------------------------------
36              5.59       5.83       6.79       7.03         76      55.39      57.93      68.68      69.06
37              5.76       6.12       7.14       7.38         77      60.51      62.76      73.61      73.86
38              6.06       6.42       7.50       7.74         78      66.49      68.31      79.00      79.26
39              6.38       6.74       7.88       8.12         79      73.50      74.73      84.97      85.22
40              6.71       7.07       8.58       8.82         80      81.21      81.89      91.60      91.86
- ------------------------------------------------------------------------------------------------------------
</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.
 
                                                                              27
<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        **    3.52      **      **
- --------------------------------------------------------------------------
 1              2.79                   41    10.98   11.62   15.60   16.06
 2              2.79                   42    11.59   12.23   16.98   17.47
 3              2.79                   43    12.10   12.89   18.22   18.85
 4              2.79                   44    12.78   13.57   20.02   20.48
 5              2.79                   45    13.35   14.30   21.71   22.35
- --------------------------------------------------------------------------
 6              2.79                   46    13.97   15.09   23.19   23.98
 7              2.79                   47    14.96   16.06   24.66   25.61
 8              2.79                   48    15.80   17.23   26.53   27.48
 9              2.90                   49    16.96   18.39   28.40   29.35
10              3.04                   50    18.22   19.80   30.34   31.44
- --------------------------------------------------------------------------
11              3.17                   51    19.69   21.43   32.65   33.77
12              3.48                   52    21.14   23.06   35.07   36.32
13              3.96                   53    22.79   24.68   37.93   39.36
14              4.18                   54    24.73   26.77   40.96   42.39
15              4.42                   55    26.73   29.11   44.07   45.65
- --------------------------------------------------------------------------
16      4.73    4.88    5.65    5.81   56    28.91   31.44   47.06   48.40
17      5.19    5.35    6.12    6.27   57    31.31   33.99   48.33   48.40
18      5.43    5.59    6.36    6.51   58    33.95   36.81   48.40   48.40
19      5.43    5.59    6.36    6.51   59    36.65   39.82   48.40   48.40
20      5.43    5.59    6.58    6.75   60    39.75   43.08   48.40   48.40
- --------------------------------------------------------------------------
21      5.43    5.59    6.67    6.97   61    43.32   46.82   48.40   48.40
22      5.43    5.59    6.67    6.97   62    45.58   48.40   48.40   48.40
23      5.43    5.59    6.89    7.22   63    46.97   48.40   48.40   48.40
24      5.43    5.59    7.13    7.44   64    48.40   48.40   48.40   48.40
25      5.43    5.59    7.13    7.44   65    48.40   48.40   48.40   48.40
- --------------------------------------------------------------------------
26      5.50    5.65    7.13    7.44   66    48.40   48.40   48.40   48.40
27      5.74    5.92    7.13    7.44   67    48.40   48.40   48.40   48.40
28      6.03    6.18    7.13    7.44   68    48.12   48.12   48.40   48.40
29      6.31    6.47    7.37    7.70   69    47.85   47.85   48.35   48.35
30      6.60    6.78    7.83    8.14   70    47.62   47.62   48.28   48.28
- --------------------------------------------------------------------------
31      6.93    7.08    8.14    8.47   71    47.42   47.42   48.21   48.21
32      7.28    7.44    8.56    8.89   72    47.24   47.24   48.18   48.18
33      7.66    7.81    9.02    9.33   73    47.06   47.06   48.17   48.17
34      8.03    8.18    9.50    9.81   74    46.79   46.86   48.14   48.14
35      8.45    8.60    9.99   10.32   75    46.44   46.79   47.85   47.85
- --------------------------------------------------------------------------
36      8.87    9.04   10.54   10.85   76    46.06   46.44   46.81   46.81
37      9.35    9.50   11.11   11.42   77    45.38   46.06   45.65   45.65
38      9.50    9.99   12.01   12.34   78    44.08   45.38   44.37   44.37
39     10.03   10.49   13.02   13.51   79    42.67   42.67   42.96   42.96
40     10.58   11.04   14.19   14.67   80    41.12   41.12   41.41   41.41
- --------------------------------------------------------------------------
</TABLE>
 
 *For requested increases in the SPECIFIED AMOUNT, the applicable surrender
  charge is based on the AGE the increase is effective and will be two-thirds
  that of the corresponding SURRENDER CHARGE listed above.
 
**This classification is not available below the age of 16.
 
28
<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        **    2.90      **      **
- --------------------------------------------------------------------------
 1              2.31                   41     9.31    9.79   12.25   12.56
 2              2.31                   42     9.79   10.27   13.02   13.51
 3              2.31                   43    10.14   10.78   13.95   14.43
 4              2.31                   44    10.54   11.33   15.36   15.84
 5              2.31                   45    11.11   11.90   16.76   17.23
- --------------------------------------------------------------------------
 6              2.31                   46    11.55   12.50   17.75   18.39
 7              2.31                   47    12.19   13.13   18.92   19.56
 8              2.31                   48    12.72   13.82   20.17   20.97
 9              2.40                   49    13.27   14.54   21.80   22.59
10              2.51                   50    14.10   15.36   23.43   24.22
- --------------------------------------------------------------------------
11              2.62                   51    15.27   16.52   25.12   26.07
12              2.79                   52    16.28   17.69   26.99   27.94
13              2.82                   53    17.42   18.85   28.69   29.81
14              2.95                   54    18.68   20.26   30.56   31.68
15              3.06                   55    19.69   21.43   32.43   33.53
- --------------------------------------------------------------------------
16      3.04    3.19    3.63    3.78   56    20.61   22.35   33.90   35.16
17      3.17    3.32    3.78    3.96   57    21.63   23.52   35.53   36.81
18      3.30    3.45    4.03    4.18   58    22.62   24.68   37.00   38.43
19      3.45    3.61    4.14    4.29   59    23.78   25.85   38.63   40.06
20      3.61    3.76    4.31    4.47   60    25.41   27.48   40.96   42.39
- --------------------------------------------------------------------------
21      3.76    3.92    4.51    4.66   61    27.37   29.57   43.82   45.41
22      3.92    4.09    4.71    4.88   62    29.99   32.36   46.97   48.40
23      4.11    4.27    4.93    5.08   63    33.09   35.64   48.40   48.40
24      4.29    4.44    5.17    5.32   64    36.43   39.12   48.40   48.40
25      4.49    4.64    5.39    5.57   65    39.84   42.86   48.40   48.40
- --------------------------------------------------------------------------
26      4.69    4.86    5.65    5.81   66    43.19   46.35   48.40   48.40
27      4.91    5.08    5.92    6.07   67    45.56   48.40   48.40   48.40
28      5.15    5.30    6.20    6.36   68    46.75   48.40   48.40   48.40
29      5.39    5.54    6.51    6.67   69    48.17   48.17   48.31   48.31
30      5.65    5.81    6.82    6.97   70    47.78   47.78   47.97   47.97
- --------------------------------------------------------------------------
31      5.76    6.07    7.15    7.30   71    47.41   47.41   47.67   47.67
32      6.05    6.36    7.50    7.66   72    46.96   46.96   47.41   47.41
33      6.36    6.67    7.88    8.03   73    46.38   46.38   47.11   47.11
4       6.67    7.00    8.27    8.43   74    45.76   45.76   46.71   46.71
35      7.02    7.33    8.69    8.84   75    45.13   45.13   46.22   46.22
- --------------------------------------------------------------------------
36      7.37    7.70    8.95    9.26   76    44.54   44.54   45.73   45.73
37      7.59    8.07    9.42    9.72   77    43.99   43.99   45.30   45.30
38      7.99    8.47    9.90   10.21   78    43.48   43.48   44.06   44.06
39      8.40    8.89   10.41   10.71   79    42.51   42.51   42.65   42.60
40      8.84    9.33   11.33   11.64   80    40.94   40.94   41.07   41.07
- --------------------------------------------------------------------------
</TABLE>
 
 *For requested increases in the SPECIFIED AMOUNT, the applicable surrender
  charge is based on the AGE the increase is effective and will be two-thirds
  that of the corresponding SURRENDER CHARGE listed above.
 
**This classification is not available below the age of 16.
 
                                                                              29
<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>
    
 
30
<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.
    
 
                                                                              31
<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 percent of premium
charge is deducted, the current COST OF INSURANCE charges are deducted, and the
current mortality and expense risk charge is deducted. Although the contract
allows for a maximum percent of premium charge, maximum COST OF INSURANCE
charges specified in the 1980 Commissioners Standard Ordinary Smoker and
Nonsmoker tables, and a maximum mortality and expense risk charge of .90%,
Lincoln Life expects that it will continue to charge the current percent of
premium charge, the current COST OF INSURANCE charges, and the 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 percent of premium charge,
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 charges.
    
 
   
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 (average .58%*), the mortality and expense risk charge (.68%
current, and .90% guaranteed), and other expenses incurred by the FUNDS
including printing, mailing, Directors' fees, etc. (average .10%*) so that the
actual numbers in the illustrations are net of expenses. Thus, a 12% gross
annual return yields a net annual return of 10.49% using current charges, and
10.24% using guaranteed charges. Similarly, gross annual returns of 6% and 0%
yield net annual returns of 4.57% and -1.35% respectively using current charges,
and 4.34% and -1.57% respectively using guaranteed charges.
    
 
   
*These averages are based on actual expense figures for 1997. See Fund charges
and expenses, pages 10-11 and the FUNDS and the SERIES prospectuses for more
detailed information.
    
 
32
<PAGE>
MULTI FUND-REGISTERED TRADEMARK-
 
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
MALE ISSUE AGE 35
STANDARD NONSMOKER
$100,000 SPECIFIED AMOUNT
$1,300 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      $  1,365    $ 100,000   $ 100,000   $100,000    $   974    $ 1,040    $  1,106    $   114    $   180    $    246
    2         2,798      100,000     100,000    100,000      1,928      2,120       2,320      1,068      1,260       1,460
    3         4,303      100,000     100,000    100,000      2,859      3,240       3,652      1,999      2,380       2,792
    4         5,883      100,000     100,000    100,000      3,767      4,400       5,113      2,907      3,540       4,253
    5         7,542      100,000     100,000    100,000      4,651      5,602       6,718      3,791      4,742       5,858
- ----------------------------------------------------------------------------------------------------------------------------
    6         9,285      100,000     100,000    100,000      5,510      6,846       8,478      4,693      6,029       7,661
    7        11,114      100,000     100,000    100,000      6,342      8,133      10,411      5,568      7,359       9,637
    8        13,035      100,000     100,000    100,000      7,148      9,465      12,534      6,417      8,734      11,803
    9        15,051      100,000     100,000    100,000      7,926     10,843      14,867      7,238     10,155      14,179
   10        17,169      100,000     100,000    100,000      8,675     12,266      17,433      8,073     11,664      16,831
- ----------------------------------------------------------------------------------------------------------------------------
   15        29,455      100,000     100,000    100,000     11,929     20,115      34,707     11,757     19,943      34,535
   20        45,135      100,000     100,000    100,000     14,126     29,230      63,023     14,126     29,230      63,023
   25        65,147      100,000     100,000    146,744     14,718     39,638     109,511     14,718     39,638     109,511
   30        90,689      100,000     100,000    225,420     13,144     51,749     184,771     13,144     51,749     184,771
</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 .58% asset management charge, a .68% current mortality
and expense risk charge and other expenses estimated at .10%. Values illustrated
are also net of any other applicable contract charges.
    
 
                                                                              33
<PAGE>
MULTI FUND-REGISTERED TRADEMARK-
 
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
MALE ISSUE AGE 35
STANDARD NONSMOKER
$100,000 SPECIFIED AMOUNT
$1,300 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      $  1,365    $ 100,000   $ 100,000   $100,000    $   945    $ 1,009    $  1,073    $    85    $   149    $    213
    2         2,798      100,000     100,000    100,000      1,868      2,055       2,249      1,008      1,195       1,389
    3         4,303      100,000     100,000    100,000      2,767      3,136       3,536      1,907      2,276       2,676
    4         5,883      100,000     100,000    100,000      3,641      4,254       4,943      2,781      3,394       4,083
    5         7,542      100,000     100,000    100,000      4,490      5,409       6,485      3,630      4,549       5,625
- ----------------------------------------------------------------------------------------------------------------------------
    6         9,285      100,000     100,000    100,000      5,312      6,601       8,172      4,495      5,784       7,355
    7        11,114      100,000     100,000    100,000      6,106      7,830      10,018      5,332      7,056       9,244
    8        13,035      100,000     100,000    100,000      6,872      9,099      12,042      6,141      8,368      11,311
    9        15,051      100,000     100,000    100,000      7,609     10,407      14,259      6,921      9,719      13,571
   10        17,169      100,000     100,000    100,000      8,315     11,755      16,691      7,713     11,153      16,089
- ----------------------------------------------------------------------------------------------------------------------------
   15        29,455      100,000     100,000    100,000     11,342     19,110      32,919     11,170     18,938      32,747
   20        45,135      100,000     100,000    100,000     13,287     27,483      59,138     13,287     27,483      59,138
   25        65,147      100,000     100,000    136,472     13,539     36,723     101,845     13,539     36,723     101,845
   30        90,689      100,000     100,000    207,393     11,033     46,652     169,995     11,033     46,652     169,995
</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 .58% asset management charge, a .90% guaranteed maximum
mortality and expense risk charge and other expenses estimated at .10%. Values
illustrated are also net of any other applicable contract charges.
    
 
34
<PAGE>
MULTI FUND-REGISTERED TRADEMARK-
 
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
MALE ISSUE AGE 35
STANDARD SMOKER
$100,000 SPECIFIED AMOUNT
$1,650 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      $  1,732    $ 100,000   $ 100,000   $100,000    $ 1,228    $ 1,311    $  1,395    $   196    $   279    $    363
    2         3,552      100,000     100,000    100,000      2,432      2,674       2,928      1,400      1,642       1,896
    3         5,462      100,000     100,000    100,000      3,599      4,080       4,601      2,567      3,048       3,569
    4         7,467      100,000     100,000    100,000      4,731      5,531       6,432      3,699      4,499       5,400
    5         9,573      100,000     100,000    100,000      5,829      7,030       8,439      4,797      5,998       7,407
- ----------------------------------------------------------------------------------------------------------------------------
    6        11,784      100,000     100,000    100,000      6,894      8,580      10,640      5,914      7,600       9,660
    7        14,106      100,000     100,000    100,000      7,915     10,174      13,048      6,987      9,245      12,120
    8        16,544      100,000     100,000    100,000      8,895     11,815      15,687      8,018     10,938      14,810
    9        19,104      100,000     100,000    100,000      9,833     13,506      18,585      9,007     12,681      17,759
   10        21,791      100,000     100,000    100,000     10,731     15,252      21,771     10,009     14,530      21,048
- ----------------------------------------------------------------------------------------------------------------------------
   15        37,385      100,000     100,000    100,000     14,431     24,727      43,192     14,225     24,520      42,986
   20        57,287      100,000     100,000    122,936     16,453     35,497      78,303     16,453     35,497      78,303
   25        82,687      100,000     100,000    180,784     16,366     48,009     134,913     16,366     48,009     134,913
   30       115,105      100,000     100,000    275,542     13,184     63,064     225,854     13,184     63,064     225,854
</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 .58% asset management charge, a .68% current mortality
and expense risk charge and other expenses estimated at .10%. Values illustrated
are also net of any other applicable contract charges.
    
 
                                                                              35
<PAGE>
MULTI FUND-REGISTERED TRADEMARK-
 
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
MALE ISSUE AGE 35
STANDARD SMOKER
$100,000 SPECIFIED AMOUNT
$1,650 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      $  1,732    $ 100,000   $ 100,000   $100,000    $ 1,173    $ 1,254    $  1,334    $   141    $   222    $    302
    2         3,552      100,000     100,000    100,000      2,312      2,545       2,788      1,280      1,513       1,756
    3         5,462      100,000     100,000    100,000      3,412      3,872       4,371      2,380      2,840       3,339
    4         7,467      100,000     100,000    100,000      4,472      5,234       6,094      3,440      4,202       5,062
    5         9,573      100,000     100,000    100,000      5,489      6,630       7,968      4,457      5,598       6,936
- ----------------------------------------------------------------------------------------------------------------------------
    6        11,784      100,000     100,000    100,000      6,460      8,057      10,007      5,479      7,077       9,027
    7        14,106      100,000     100,000    100,000      7,382      9,515      12,227      6,454      8,586      11,298
    8        16,544      100,000     100,000    100,000      8,255     11,003      14,646      7,378     10,126      13,769
    9        19,104      100,000     100,000    100,000      9,076     12,521      17,283      8,250     11,696      16,458
   10        21,791      100,000     100,000    100,000      9,840     14,067      20,162      9,118     13,345      19,440
- ----------------------------------------------------------------------------------------------------------------------------
   15        37,385      100,000     100,000    100,000     12,775     22,232      39,252     12,569     22,025      39,046
   20        57,287      100,000     100,000    110,244     13,791     30,981      70,219     13,791     30,981      70,219
   25        82,687      100,000     100,000    160,322     11,862     39,979     119,643     11,862     39,979     119,643
   30       115,105      100,000     100,000    240,852      5,252     48,988     197,419      5,252     48,988     197,419
</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 .58% asset management charge, a 90% guaranteed maximum
mortality and expense risk charge and other expenses estimated at .10%. Values
illustrated are also net of any other applicable contract charges.
    
 
36
<PAGE>
MULTI FUND-REGISTERED TRADEMARK-
 
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
MALE ISSUE AGE 55
STANDARD NONSMOKER
$100,000 SPECIFIED AMOUNT
$3,250 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      $  3,412    $ 100,000   $ 100,000   $100,000    $ 2,199    $   2,356   $  2,514    $     0    $       0   $      0
    2         6,996      100,000     100,000    100,000      4,307        4,758      5,230      1,396        1,847      2,319
    3        10,758      100,000     100,000    100,000      6,323        7,210      8,173      3,412        4,299      5,262
    4        14,708      100,000     100,000    100,000      8,266        9,731     11,389      5,355        6,820      8,478
    5        18,856      100,000     100,000    100,000     10,128       12,320     14,903      7,217        9,409     11,992
- ------------------------------------------------------------------------------------------------------------------------------
    6        23,212      100,000     100,000    100,000     11,893       14,965     18,739      9,127       12,200     15,973
    7        27,785      100,000     100,000    100,000     13,564       17,675     22,941     10,944       15,055     20,321
    8        32,586      100,000     100,000    100,000     15,134       20,450     27,556     12,660       17,975     25,081
    9        37,628      100,000     100,000    100,000     16,599       23,291     32,635     14,270       20,962     30,306
   10        42,922      100,000     100,000    100,000     17,950       26,202     38,242     15,913       24,164     36,204
- ------------------------------------------------------------------------------------------------------------------------------
   15        73,637      100,000     100,000    100,000     22,867       42,073     77,472     22,285       41,490     76,890
   20       112,838      100,000     100,000    155,869     23,717       61,180    145,672     23,717       61,180    145,672
   25       162,869      100,000     100,000    270,293     16,787       86,532    257,422     16,787       86,532    257,422
   30       226,723      100,000     129,116    458,125          0      122,968    436,310          0      122,968    436,310
</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 .58% asset management charge, a .68% current mortality
and expense risk charge and other expenses estimated at .10%. Values illustrated
are also net of any other applicable contract charges.
    
 
                                                                              37
<PAGE>
MULTI FUND-REGISTERED TRADEMARK-
 
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
MALE ISSUE AGE 55
STANDARD NONSMOKER
$100,000 SPECIFIED AMOUNT
$3,250 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      $  3,412    $ 100,000   $ 100,000   $100,000    $ 2,129    $ 2,281    $  2,435    $     0    $     0    $      0
    2         6,996      100,000     100,000    100,000      4,161      4,600       5,057      1,250      1,689       2,146
    3        10,758      100,000     100,000    100,000      6,098      6,957       7,888      3,187      4,046       4,977
    4        14,708      100,000     100,000    100,000      7,934      9,349      10,946      5,023      6,438       8,035
    5        18,856      100,000     100,000    100,000      9,661     11,771      14,254      6,750      8,860      11,343
- ----------------------------------------------------------------------------------------------------------------------------
    6        23,212      100,000     100,000    100,000     11,274     14,220      17,836      8,508     11,455      15,071
    7        27,785      100,000     100,000    100,000     12,763     16,693      21,723     10,143     14,073      19,103
    8        32,586      100,000     100,000    100,000     14,116     19,179      25,945     11,642     16,705      23,471
    9        37,628      100,000     100,000    100,000     15,320     21,671      30,542     12,991     19,342      28,213
   10        42,922      100,000     100,000    100,000     16,361     24,163      35,563     14,323     22,125      33,525
- ----------------------------------------------------------------------------------------------------------------------------
   15        73,637      100,000     100,000    100,000     18,682     36,520      69,777     18,099     35,938      69,195
   20       112,838      100,000     100,000    138,981     13,499     48,054     129,888     13,499     48,054     129,888
   25       162,869            0     100,000    239,010          0     57,456     227,628          0     57,456     227,628
   30       226,723            0     100,000    399,103          0     63,278     380,098          0     63,278     380,098
</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 .58% asset management charge, a .90% guaranteed maximum
mortality and expense risk charge and other expenses estimated at .10%. Values
illustrated are also net of any other applicable contract charges.
    
 
38
<PAGE>
MULTI FUND-REGISTERED TRADEMARK-
 
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
MALE ISSUE AGE 55
STANDARD SMOKER
$100,000 SPECIFIED AMOUNT
$4,250 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      $  4,462    $ 100,000   $ 100,000   $100,000    $ 2,677    $   2,876   $  3,077    $     0    $       0   $      0
    2         9,148      100,000     100,000    100,000      5,251        5,820      6,415        686        1,255      1,850
    3        14,068      100,000     100,000    100,000      7,718        8,831     10,042      3,153        4,266      5,477
    4        19,234      100,000     100,000    100,000     10,084       11,921     14,003      5,519        7,356      9,438
    5        24,658      100,000     100,000    100,000     12,343       15,091     18,339      7,778       10,526     13,774
- ------------------------------------------------------------------------------------------------------------------------------
    6        30,354      100,000     100,000    100,000     14,490       18,347     23,098     10,153       14,010     18,761
    7        36,334      100,000     100,000    100,000     16,532       21,702     28,349     12,423       17,594     24,241
    8        42,613      100,000     100,000    100,000     18,444       25,147     34,146     14,564       21,267     30,266
    9        49,206      100,000     100,000    100,000     20,223       28,691     40,574     16,571       25,039     36,922
   10        56,129      100,000     100,000    100,000     21,856       32,339     47,729     18,660       29,143     44,533
- ------------------------------------------------------------------------------------------------------------------------------
   15        96,294      100,000     100,000    115,462     27,937       53,055     99,536     27,024       52,142     98,623
   20       147,557      100,000     100,000    199,887     29,838       81,077    186,810     29,838       81,077    186,810
   25       212,982      100,000     127,789    346,274     24,369      121,704    329,784     24,369      121,704    329,784
   30       296,483      100,000     180,082    586,276      5,697      171,507    558,358      5,697      171,507    558,358
</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 .58% asset management charge, a .68% current mortality
and expense risk charge and other expenses estimated at .10%. Values illustrated
are also net of any other applicable contract charges.
    
 
                                                                              39
<PAGE>
MULTI FUND-REGISTERED TRADEMARK-
 
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
MALE ISSUE AGE 55
STANDARD SMOKER
$100,000 SPECIFIED AMOUNT
$4,250 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      $  4,462    $ 100,000   $ 100,000   $100,000    $ 2,327    $ 2,513    $  2,700    $     0    $     0    $      0
    2         9,148      100,000     100,000    100,000      4,515      5,034       5,577          0        469       1,012
    3        14,068      100,000     100,000    100,000      6,564      7,566       8,656      1,999      3,001       4,091
    4        19,234      100,000     100,000    100,000      8,472     10,107      11,962      3,907      5,542       7,397
    5        24,658      100,000     100,000    100,000     10,234     12,656      15,525      5,669      8,091      10,960
- ----------------------------------------------------------------------------------------------------------------------------
    6        30,354      100,000     100,000    100,000     11,837     15,207      19,375      7,501     10,871      15,038
    7        36,334      100,000     100,000    100,000     13,266     17,749      23,543      9,158     13,641      19,435
    8        42,613      100,000     100,000    100,000     14,501     20,270      28,070     10,621     16,390      24,190
    9        49,206      100,000     100,000    100,000     15,521     22,757      33,007     11,869     19,105      29,355
   10        56,129      100,000     100,000    100,000     16,307     25,202      38,422     13,112     22,006      35,226
- ----------------------------------------------------------------------------------------------------------------------------
   15        96,294      100,000     100,000    100,000     16,176     36,833      76,828     15,263     35,920      75,915
   20       147,557      100,000     100,000    156,623      5,396     46,903     146,377      5,396     46,903     146,377
   25       212,982            0     100,000    271,636          0     53,431     258,701          0     53,431     258,701
   30       296,483            0     100,000    454,436          0     52,778     432,796          0     52,778     432,796
</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 .58% asset management charge, a .90% guaranteed maximum
mortality and expense risk charge and other expenses estimated at .10%. Values
illustrated are also net of any other applicable contract charges.
    
 
40
<PAGE>
APPENDIX E
 
DEFINITIONS FOR SEPARATE ACCOUNT K
 
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 or voluntary
reduction in the SPECIFIED AMOUNT. 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 or voluntary reduction
in the SPECIFIED AMOUNT. The CONTINGENT DEFERRED SALES CHARGE is part of the
total SURRENDER CHARGE.
 
COST OF INSURANCE CHARGE -- A charge deducted monthly from the policy value to
provide the life insurance protection for the insured.
 
DEATH BENEFIT GUARANTEE -- The guarantee that, provided the DEATH BENEFIT
GUARANTEE MONTHLY PREMIUM requirements are met, the POLICY will not lapse during
the first three 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 policy year and which
must continue to be paid in the second and third policy years if the POLICY does
not have positive NET CASH SURRENDER VALUE. Failure to pay this premium when
required will result in the POLICY lapsing at the end of the grace period.
 
DELAWARE MANAGEMENT -- Delaware Management Company Inc.
 
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 individual Lincoln National FUNDS in which the SEPARATE
ACCOUNT may invest.
 
   
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 or SERIES' assets, reduced by the per unit share of the asset
management charge, any miscellaneous expenses incurred by the FUND or SERIES,
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 or SERIES
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.
 
                                                                              41
<PAGE>
POLICY DATE -- The date set forth in the POLICY that is used to determine policy
years and policy months. Policy anniversaries are measured from the POLICY DATE.
The POLICY DATE is ordinarily the earlier of the date the full initial premium
is received from the OWNER or the date on which the POLICY is approved for
issue.
 
POLICY VALUE -- The sum of all values in the SEPARATE ACCOUNT and in the GENERAL
ACCOUNT at any time, irrespective of outstanding loans or SURRENDER CHARGE.
 
PROCEEDS -- The amount payable on the MATURITY DATE, or on surrender of the
POLICY, or after the death of any INSURED person. The PROCEEDS will be different
on each of these events.
 
RECORD DATE -- The RECORD DATE is the date the POLICY is recorded on the books
of Lincoln Life as an in-force policy. Ordinarily, the POLICY will be recorded
as in-force within three business days after the later of the date WE receive
the last outstanding requirement or the date of underwriting approval. The
RECORD DATE controls the timing of the transfer of initial assets from the
GENERAL ACCOUNT to the various SUBACCOUNTS.
 
SEPARATE ACCOUNT -- The Lincoln Life Flexible Premium Variable Life Account K, a
SEPARATE ACCOUNT established by Lincoln Life to receive and invest net premiums
paid under the POLICY.
 
SERIES -- Currently there are three SERIES available under the Delaware Group
Premium Fund, Inc. in which the Separate Account may invest.
 
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.
 
42
<PAGE>
THIS PAGE WAS INTENTIONALLY LEFT BLANK.
 
                                                                              43
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT K
STATEMENT OF ASSETS AND LIABILITY
DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                                         LINCOLN                     LINCOLN         LINCOLN
                                                         NATIONAL      LINCOLN       NATIONAL        NATIONAL
                                PERCENT                  AGGRESSIVE    NATIONAL      CAPITAL         EQUITY-
                                OF NET                   GROWTH        BOND          APPRECIATION    INCOME
                                ASSETS    COMBINED       ACCOUNT       ACCOUNT       ACCOUNT         ACCOUNT
<S>                             <C>       <C>            <C>           <C>           <C>             <C>
- -----------------------------------------------------------------------------------------------------------------
ASSETS
  Investments at net asset
  value:
  - Lincoln National
    Aggressive Growth Fund,
    Inc.
    380,466 shares at $16.39
    per share (cost -
    $4,981,797)                    8.8%   $  6,234,093   $ 6,234,093
- ------------------------------
  - Lincoln National Bond
    Fund, Inc.
    109,242 shares at $12.86
    per share (cost -
    $1,301,614)                    2.0       1,404,912                 $ 1,404,912
- ------------------------------
  - Lincoln National Capital
    Appreciation Fund, Inc.
    489,650 shares at $17.53
    per share (cost -
    $6,972,391)                   12.1       8,583,768                                 $8,583,768
- ------------------------------
  - Lincoln National
    Equity-Income Fund, Inc.
    534,480 shares at $20.12
    per share (cost -
    $8,035,602)                   15.2      10,752,636                                               $ 10,752,636
- ------------------------------
  - Lincoln National Global
    Asset Allocation Fund,
    Inc.
    166,758 shares at $15.63
    per share (cost -
    $2,341,000)                    3.7       2,606,155
- ------------------------------
  - Lincoln National Growth
    and Income Fund, Inc.
    359,536 shares at $41.95
    per share (cost -
    $11,905,887)                  21.3      15,081,999
- ------------------------------
  - Lincoln National
    International Fund, Inc.
    349,833 shares at $14.67
    per share (cost -
    $4,834,177)                    7.3       5,133,013
- ------------------------------
  - Lincoln National Managed
    Fund, Inc.
    104,972 shares at $19.30
    per share (cost -
    $1,714,852)                    2.9       2,026,404
- ------------------------------
  - Lincoln National Money
    Market Fund, Inc.
    42,223 shares at $10.00
    per share (cost -
    $422,233)                      0.6         422,233
- ------------------------------
  - Lincoln National Social
    Awareness Fund, Inc.
    272,661 shares at $35.66
    per share (cost -
    $7,663,912)                   13.7       9,722,243
- ------------------------------
  - Lincoln National Special
    Opportunities Fund, Inc.
    205,036 shares at $35.06
    per share (cost -
    $5,876,175)                   10.2       7,187,676
- ------------------------------
  - Delaware Group Premium
    Fund, Inc.:
    Equity/Income Series
    47,841 shares at $18.80
    per share (cost -
    $829,769)                      1.3         899,414
- ------------------------------
  - Emerging Growth Series
    28,544 shares at $17.39
    per share (cost -
    $439,171)                      0.7         496,384
- ------------------------------
  - Global Bond Series
    10,836 shares at $10.50
    per share (cost -
    $113,778)                      0.2         113,781
- ------------------------------  -------   ------------   -----------   -----------   -------------   ------------
TOTAL INVESTMENTS AND TOTAL
    ASSETS
    (Cost - $57,432,358)         100.0      70,664,711     6,234,093     1,404,912      8,583,768      10,752,636
- ------------------------------
LIABILITY-Payable to Lincoln
    National Life Insurance
    Company                        0.0           1,229           107            25            148             187
- ------------------------------  -------   ------------   -----------   -----------   -------------   ------------
NET ASSETS                       100.0%   $ 70,663,482   $ 6,233,986   $ 1,404,887     $8,583,620    $ 10,752,449
- ------------------------------  -------   ------------   -----------   -----------   -------------   ------------
                                -------   ------------   -----------   -----------   -------------   ------------
UNITS OUTSTANDING                                          3,196,605     1,073,009      4,478,120       5,017,820
- ------------------------------                           -----------   -----------   -------------   ------------
NET ASSET VALUE PER UNIT                                 $     1.950   $     1.309     $    1.917    $      2.143
- ------------------------------                           -----------   -----------   -------------   ------------
                                                         -----------   -----------   -------------   ------------
</TABLE>
 
See accompanying notes to financial statements.
 
44
<PAGE>
<TABLE>
<CAPTION>
                                LINCOLN         LINCOLN                                        LINCOLN      LINCOLN
                                NATIONAL        NATIONAL       LINCOLN          LINCOLN        NATIONAL     NATIONAL
                                GLOBAL ASSET    GROWTH AND     NATIONAL         NATIONAL       MONEY        SOCIAL
                                ALLOCATION      INCOME         INTERNATIONAL    MANAGED        MARKET       AWARENESS
                                ACCOUNT         ACCOUNT        ACCOUNT          ACCOUNT        ACCOUNT      ACCOUNT
<S>                             <C>             <C>            <C>              <C>            <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------
ASSETS
  Investments at net asset
  value:
  - Lincoln National
    Aggressive Growth Fund,
    Inc.
    380,466 shares at $16.39
    per share (cost -
    $4,981,797)
- ------------------------------
  - Lincoln National Bond
    Fund, Inc.
    109,242 shares at $12.86
    per share (cost -
    $1,301,614)
- ------------------------------
  - Lincoln National Capital
    Appreciation Fund, Inc.
    489,650 shares at $17.53
    per share (cost -
    $6,972,391)
- ------------------------------
  - Lincoln National
    Equity-Income Fund, Inc.
    534,480 shares at $20.12
    per share (cost -
    $8,035,602)
- ------------------------------
  - Lincoln National Global
    Asset Allocation Fund,
    Inc.
    166,758 shares at $15.63
    per share (cost -
    $2,341,000)                   $2,606,155
- ------------------------------
  - Lincoln National Growth
    and Income Fund, Inc.
    359,536 shares at $41.95
    per share (cost -
    $11,905,887)                                $ 15,081,999
- ------------------------------
  - Lincoln National
    International Fund, Inc.
    349,833 shares at $14.67
    per share (cost -
    $4,834,177)                                                  $5,133,013
- ------------------------------
  - Lincoln National Managed
    Fund, Inc.
    104,972 shares at $19.30
    per share (cost -
    $1,714,852)                                                                 $  2,026,404
- ------------------------------
  - Lincoln National Money
    Market Fund, Inc.
    42,223 shares at $10.00
    per share (cost -
    $422,233)                                                                                  $  422,233
- ------------------------------
  - Lincoln National Social
    Awareness Fund, Inc.
    272,661 shares at $35.66
    per share (cost -
    $7,663,912)                                                                                             $  9,722,243
- ------------------------------
  - Lincoln National Special
    Opportunities Fund, Inc.
    205,036 shares at $35.06
    per share (cost -
    $5,876,175)
- ------------------------------
  - Delaware Group Premium
    Fund, Inc.:
    Equity/Income Series
    47,841 shares at $18.80
    per share (cost -
    $829,769)
- ------------------------------
  - Emerging Growth Series
    28,544 shares at $17.39
    per share (cost -
    $439,171)
- ------------------------------
  - Global Bond Series
    10,836 shares at $10.50
    per share (cost -
    $113,778)
- ------------------------------  -------------   ------------   --------------   ------------   ----------   ------------
TOTAL INVESTMENTS AND TOTAL
    ASSETS
    (Cost - $57,432,358)           2,606,155      15,081,999      5,133,013        2,026,404      422,233      9,722,243
- ------------------------------
LIABILITY-Payable to Lincoln
    National Life Insurance
    Company                               46             263             90               35            7            169
- ------------------------------  -------------   ------------   --------------   ------------   ----------   ------------
NET ASSETS                        $2,606,109    $ 15,081,736     $5,132,923     $  2,026,369   $  422,226   $  9,722,074
- ------------------------------  -------------   ------------   --------------   ------------   ----------   ------------
                                -------------   ------------   --------------   ------------   ----------   ------------
UNITS OUTSTANDING                  1,535,399       6,833,682      4,090,760        1,149,186      359,951      3,824,404
- ------------------------------  -------------   ------------   --------------   ------------   ----------   ------------
NET ASSET VALUE PER UNIT          $    1.697    $      2.207     $    1.255     $      1.763   $    1.173   $      2.542
- ------------------------------  -------------   ------------   --------------   ------------   ----------   ------------
                                -------------   ------------   --------------   ------------   ----------   ------------
 
<CAPTION>
                                LINCOLN
                                NATIONAL
                                SPECIAL          EQUITY/      EMERGING     GLOBAL
                                OPPORTUNITIES    INCOME       GROWTH       BOND
                                ACCOUNT          ACCOUNT      ACCOUNT      ACCOUNT
<S>                             <C>              <C>          <C>          <C>
- ------------------------------
ASSETS
  Investments at net asset
  value:
  - Lincoln National
    Aggressive Growth Fund,
    Inc.
    380,466 shares at $16.39
    per share (cost -
    $4,981,797)
- ------------------------------
  - Lincoln National Bond
    Fund, Inc.
    109,242 shares at $12.86
    per share (cost -
    $1,301,614)
- ------------------------------
  - Lincoln National Capital
    Appreciation Fund, Inc.
    489,650 shares at $17.53
    per share (cost -
    $6,972,391)
- ------------------------------
  - Lincoln National
    Equity-Income Fund, Inc.
    534,480 shares at $20.12
    per share (cost -
    $8,035,602)
- ------------------------------
  - Lincoln National Global
    Asset Allocation Fund,
    Inc.
    166,758 shares at $15.63
    per share (cost -
    $2,341,000)
- ------------------------------
  - Lincoln National Growth
    and Income Fund, Inc.
    359,536 shares at $41.95
    per share (cost -
    $11,905,887)
- ------------------------------
  - Lincoln National
    International Fund, Inc.
    349,833 shares at $14.67
    per share (cost -
    $4,834,177)
- ------------------------------
  - Lincoln National Managed
    Fund, Inc.
    104,972 shares at $19.30
    per share (cost -
    $1,714,852)
- ------------------------------
  - Lincoln National Money
    Market Fund, Inc.
    42,223 shares at $10.00
    per share (cost -
    $422,233)
- ------------------------------
  - Lincoln National Social
    Awareness Fund, Inc.
    272,661 shares at $35.66
    per share (cost -
    $7,663,912)
- ------------------------------
  - Lincoln National Special
    Opportunities Fund, Inc.
    205,036 shares at $35.06
    per share (cost -
    $5,876,175)                   $7,187,676
- ------------------------------
  - Delaware Group Premium
    Fund, Inc.:
    Equity/Income Series
    47,841 shares at $18.80
    per share (cost -
    $829,769)                                    $  899,414
- ------------------------------
  - Emerging Growth Series
    28,544 shares at $17.39
    per share (cost -
    $439,171)                                                 $  496,384
- ------------------------------
  - Global Bond Series
    10,836 shares at $10.50
    per share (cost -
    $113,778)                                                              $  113,781
- ------------------------------  --------------   ----------   ----------   ----------
TOTAL INVESTMENTS AND TOTAL
    ASSETS
    (Cost - $57,432,358)           7,187,676        899,414      496,384      113,781
- ------------------------------
LIABILITY-Payable to Lincoln
    National Life Insurance
    Company                              124             17            9            2
- ------------------------------  --------------   ----------   ----------   ----------
NET ASSETS                        $7,187,552     $  899,397   $  496,375   $  113,779
- ------------------------------  --------------   ----------   ----------   ----------
                                --------------   ----------   ----------   ----------
UNITS OUTSTANDING                  3,562,581        611,898      414,153      101,980
- ------------------------------  --------------   ----------   ----------   ----------
NET ASSET VALUE PER UNIT          $    2.018     $    1.470   $    1.199   $    1.116
- ------------------------------  --------------   ----------   ----------   ----------
                                --------------   ----------   ----------   ----------
</TABLE>
 
                                                                              45
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT K
STATEMENTS OF OPERATIONS
 
<TABLE>
<CAPTION>
                                             LINCOLN               LINCOLN         LINCOLN
                                             NATIONAL  LINCOLN     NATIONAL        NATIONAL
                                             AGGRESSIVE NATIONAL   CAPITAL         EQUITY-
                                             GROWTH    BOND        APPRECIATION    INCOME
                                COMBINED     ACCOUNT   ACCOUNT     ACCOUNT         ACCOUNT
<S>                             <C>          <C>       <C>         <C>             <C>
- ----------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1995
Net Investment Income:
  - Dividends from investment
    income                      $   101,581  $    234   $13,846      $    7,021    $    24,214
- ------------------------------
  - Dividends from net
    realized gain on
    investments                      38,968        --        --              --          2,304
- ------------------------------
  - Mortality and expense
    guarantees                      (33,482)   (3,564)   (1,258)         (4,913)        (6,573)
- ------------------------------  -----------  --------  ---------   -------------   -----------
NET INVESTMENT INCOME (LOSS)        107,067    (3,330)   12,588           2,108         19,945
- ------------------------------
Net realized and unrealized
    gain on investments:
  - Net realized gain on
    investments                      38,900     7,569     1,104           3,796          7,164
- ------------------------------
  - Net change in unrealized
    appreciation or
    depreciation on
    investments                   1,082,468   162,670    20,865         194,245        270,358
- ------------------------------  -----------  --------  ---------   -------------   -----------
NET GAIN ON INVESTMENTS           1,121,368   170,239    21,969         198,041        277,522
- ------------------------------  -----------  --------  ---------   -------------   -----------
NET INCREASE IN NET ASSETS
    RESULTING FROM OPERATIONS   $ 1,228,435  $166,909   $34,557      $  200,149    $   297,467
- ------------------------------  -----------  --------  ---------   -------------   -----------
                                -----------  --------  ---------   -------------   -----------
YEAR ENDED DECEMBER 31, 1996
Net Investment Income:
  - Dividends from investment
    income                      $   386,777  $    874   $44,169      $   27,316    $    72,917
- ------------------------------
  - Dividends from net
    realized gain on
    investments                     486,335    27,277        --          83,521         40,158
- ------------------------------
  - Mortality and expense
    guarantees                     (137,790)  (14,319)   (4,377)        (17,494)       (23,371)
- ------------------------------  -----------  --------  ---------   -------------   -----------
NET INVESTMENT INCOME (LOSS)        735,322    13,832    39,792          93,343         89,704
- ------------------------------
Net realized and unrealized
    gain (loss) on
    investments:
  - Net realized gain (loss)
    on investments                  108,526    28,277      (373)         23,484         14,398
- ------------------------------
  - Net change in unrealized
    appreciation or
    depreciation on
    investments                   2,619,503   282,076   (14,439)        315,350        602,026
- ------------------------------  -----------  --------  ---------   -------------   -----------
NET GAIN (LOSS) ON INVESTMENTS    2,728,029   310,353   (14,812)        338,834        616,424
- ------------------------------  -----------  --------  ---------   -------------   -----------
NET INCREASE IN NET ASSETS
    RESULTING FROM OPERATIONS   $ 3,463,351  $324,185   $24,980      $  432,177    $   706,128
- ------------------------------  -----------  --------  ---------   -------------   -----------
                                -----------  --------  ---------   -------------   -----------
YEAR ENDED DECEMBER 31, 1997
Net Investment Income:
  - Dividends from investment
    income                      $    53,730  $     --   $    --      $       --    $        --
- ------------------------------
  - Dividends from net
    realized gain on
    investments                   1,532,452   174,545        --         171,653        142,580
- ------------------------------
  - Mortality and expense
    guarantees                     (332,703)  (30,497)   (7,224)        (42,257)       (50,684)
- ------------------------------  -----------  --------  ---------   -------------   -----------
NET INVESTMENT INCOME (LOSS)      1,253,479   144,048    (7,224)        129,396         91,896
- ------------------------------
Net realized and unrealized
    gain (loss) on
    investments:
  - Net realized gain on
    investments                     368,856    44,086     8,847         110,408         50,322
- ------------------------------
  - Net change in unrealized
    appreciation or
    depreciation on
    investments                   9,532,579   806,648    97,134       1,101,219      1,846,041
- ------------------------------  -----------  --------  ---------   -------------   -----------
NET GAIN (LOSS) ON INVESTMENTS    9,901,435   850,734   105,981       1,211,627      1,896,363
- ------------------------------  -----------  --------  ---------   -------------   -----------
NET INCREASE IN NET ASSETS
    RESULTING FROM OPERATIONS   $11,154,914  $994,782   $98,757      $1,341,023    $ 1,988,259
- ------------------------------  -----------  --------  ---------   -------------   -----------
                                -----------  --------  ---------   -------------   -----------
</TABLE>
 
See accompanying notes to financial statements.
 
46
<PAGE>
<TABLE>
<CAPTION>
                                LINCOLN         LINCOLN                                       LINCOLN     LINCOLN
                                NATIONAL        NATIONAL       LINCOLN          LINCOLN       NATIONAL    NATIONAL
                                GLOBAL ASSET    GROWTH AND     NATIONAL         NATIONAL      MONEY       SOCIAL
                                ALLOCATION      INCOME         INTERNATIONAL    MANAGED       MARKET      AWARENESS
                                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                         $  5,461     $   20,504        $  4,574      $     4,901    $ 5,094    $     2,674
- ------------------------------
  - Dividends from net
    realized gain on
    investments                          --         12,785          17,410               78         --          1,063
- ------------------------------
  - Mortality and expense
    guarantees                       (1,022)        (4,807)         (6,019)            (718)      (551)          (755)
- ------------------------------  -------------   ------------   --------------   -----------   ---------   -----------
NET INVESTMENT INCOME (LOSS)          4,439         28,482          15,965            4,261      4,543          2,982
- ------------------------------
Net realized and unrealized
    gain on investments:
  - Net realized gain on
    investments                       2,773          5,054             329            2,686         --          4,943
- ------------------------------
  - Net change in unrealized
    appreciation or
    depreciation on
    investments                      27,692        178,517          87,906           20,649         --         30,648
- ------------------------------  -------------   ------------   --------------   -----------   ---------   -----------
NET GAIN ON INVESTMENTS              30,465        183,571          88,235           23,335         --         35,591
- ------------------------------  -------------   ------------   --------------   -----------   ---------   -----------
NET INCREASE IN NET ASSETS
    RESULTING FROM OPERATIONS      $ 34,904     $  212,053        $104,200      $    27,596    $ 4,543    $    38,573
- ------------------------------  -------------   ------------   --------------   -----------   ---------   -----------
                                -------------   ------------   --------------   -----------   ---------   -----------
YEAR ENDED DECEMBER 31, 1996
Net Investment Income:
  - Dividends from investment
    income                         $ 19,412     $   94,720        $ 13,950      $    26,833    $16,811    $    21,248
- ------------------------------
  - Dividends from net
    realized gain on
    investments                      22,121        144,014          13,451           24,926         --         28,882
- ------------------------------
  - Mortality and expense
    guarantees                       (4,225)       (26,923)        (16,707)          (4,027)    (2,157)        (8,676)
- ------------------------------  -------------   ------------   --------------   -----------   ---------   -----------
NET INVESTMENT INCOME (LOSS)         37,308        211,811          10,694           47,732     14,654         41,454
- ------------------------------
Net realized and unrealized
    gain (loss) on
    investments:
  - Net realized gain (loss)
    on investments                    2,524         10,705           9,573            1,539         --          9,770
- ------------------------------
  - Net change in unrealized
    appreciation or
    depreciation on
    investments                      62,979        548,670         218,384           33,923         --        312,476
- ------------------------------  -------------   ------------   --------------   -----------   ---------   -----------
NET GAIN (LOSS) ON INVESTMENTS       65,503        559,375         227,957           35,462         --        322,246
- ------------------------------  -------------   ------------   --------------   -----------   ---------   -----------
NET INCREASE IN NET ASSETS
    RESULTING FROM OPERATIONS      $102,811     $  771,186        $238,651      $    83,194    $14,654    $   363,700
- ------------------------------  -------------   ------------   --------------   -----------   ---------   -----------
                                -------------   ------------   --------------   -----------   ---------   -----------
YEAR ENDED DECEMBER 31, 1997
Net Investment Income:
  - Dividends from investment
    income                         $     --     $        2        $     --      $        --    $41,796    $         7
- ------------------------------
  - Dividends from net
    realized gain on
    investments                     112,611        246,190         182,321           29,639         --        175,297
- ------------------------------
  - Mortality and expense
    guarantees                      (12,021)       (68,630)        (28,805)          (9,761)    (5,349)       (38,799)
- ------------------------------  -------------   ------------   --------------   -----------   ---------   -----------
NET INVESTMENT INCOME (LOSS)        100,590        177,562         153,516           19,878     36,447        136,505
- ------------------------------
Net realized and unrealized
    gain (loss) on
    investments:
  - Net realized gain on
    investments                       7,315         37,101          35,621            9,791         --         29,216
- ------------------------------
  - Net change in unrealized
    appreciation or
    depreciation on
    investments                     174,551      2,448,699          (5,427)         257,046         --      1,715,418
- ------------------------------  -------------   ------------   --------------   -----------   ---------   -----------
NET GAIN (LOSS) ON INVESTMENTS      181,866      2,485,800          30,194          266,837         --      1,744,634
- ------------------------------  -------------   ------------   --------------   -----------   ---------   -----------
NET INCREASE IN NET ASSETS
    RESULTING FROM OPERATIONS      $282,456     $2,663,362        $183,710      $   286,715    $36,447    $ 1,881,139
- ------------------------------  -------------   ------------   --------------   -----------   ---------   -----------
                                -------------   ------------   --------------   -----------   ---------   -----------
 
<CAPTION>
                                LINCOLN
                                NATIONAL
                                SPECIAL          EQUITY/     EMERGING    GLOBAL
                                OPPORTUNITIES    INCOME      GROWTH      BOND
                                ACCOUNT          ACCOUNT     ACCOUNT     ACCOUNT
<S>                             <C>              <C>         <C>         <C>
- ------------------------------
YEAR ENDED DECEMBER 31, 1995
Net Investment Income:
  - Dividends from investment
    income                        $   13,058     $      --    $    --     $   --
- ------------------------------
  - Dividends from net
    realized gain on
    investments                        5,328            --         --         --
- ------------------------------
  - Mortality and expense
    guarantees                        (3,302)           --         --         --
- ------------------------------  --------------   ---------   ---------   --------
NET INVESTMENT INCOME (LOSS)          15,084            --         --         --
- ------------------------------
Net realized and unrealized
    gain on investments:
  - Net realized gain on
    investments                        3,482            --         --         --
- ------------------------------
  - Net change in unrealized
    appreciation or
    depreciation on
    investments                       88,918            --         --         --
- ------------------------------  --------------   ---------   ---------   --------
NET GAIN ON INVESTMENTS               92,400            --         --         --
- ------------------------------  --------------   ---------   ---------   --------
NET INCREASE IN NET ASSETS
    RESULTING FROM OPERATIONS     $  107,484     $      --    $    --     $   --
- ------------------------------  --------------   ---------   ---------   --------
                                --------------   ---------   ---------   --------
YEAR ENDED DECEMBER 31, 1996
Net Investment Income:
  - Dividends from investment
    income                        $   47,611     $     391    $    --     $  525
- ------------------------------
  - Dividends from net
    realized gain on
    investments                      101,985            --         --         --
- ------------------------------
  - Mortality and expense
    guarantees                       (15,054)         (129)      (231)      (100)
- ------------------------------  --------------   ---------   ---------   --------
NET INVESTMENT INCOME (LOSS)         134,542           262       (231)       425
- ------------------------------
Net realized and unrealized
    gain (loss) on
    investments:
  - Net realized gain (loss)
    on investments                     8,159           427       (127)       170
- ------------------------------
  - Net change in unrealized
    appreciation or
    depreciation on
    investments                      249,872         4,450      1,545      2,191
- ------------------------------  --------------   ---------   ---------   --------
NET GAIN (LOSS) ON INVESTMENTS       258,031         4,877      1,418      2,361
- ------------------------------  --------------   ---------   ---------   --------
NET INCREASE IN NET ASSETS
    RESULTING FROM OPERATIONS     $  392,573     $   5,139    $ 1,187     $2,786
- ------------------------------  --------------   ---------   ---------   --------
                                --------------   ---------   ---------   --------
YEAR ENDED DECEMBER 31, 1997
Net Investment Income:
  - Dividends from investment
    income                        ($       5)    $   7,799    $   413     $3,718
- ------------------------------
  - Dividends from net
    realized gain on
    investments                      284,282        11,393      1,489        452
- ------------------------------
  - Mortality and expense
    guarantees                       (33,567)       (2,569)    (1,963)      (577)
- ------------------------------  --------------   ---------   ---------   --------
NET INVESTMENT INCOME (LOSS)         250,710        16,623        (61)     3,593
- ------------------------------
Net realized and unrealized
    gain (loss) on
    investments:
  - Net realized gain on
    investments                       22,670         1,854     11,588         37
- ------------------------------
  - Net change in unrealized
    appreciation or
    depreciation on
    investments                      972,575        65,195     55,668     (2,188)
- ------------------------------  --------------   ---------   ---------   --------
NET GAIN (LOSS) ON INVESTMENTS       995,245        67,049     67,256     (2,151)
- ------------------------------  --------------   ---------   ---------   --------
NET INCREASE IN NET ASSETS
    RESULTING FROM OPERATIONS     $1,245,955     $  83,672    $67,195     $1,442
- ------------------------------  --------------   ---------   ---------   --------
                                --------------   ---------   ---------   --------
</TABLE>
 
                                                                              47
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT K
STATEMENTS OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                                      LINCOLN                 LINCOLN         LINCOLN
                                                      NATIONAL    LINCOLN     NATIONAL        NATIONAL
                                                      AGGRESSIVE  NATIONAL    CAPITAL         EQUITY-
                                                      GROWTH      BOND        APPRECIATION    INCOME
                                         COMBINED     ACCOUNT     ACCOUNT     ACCOUNT         ACCOUNT
<S>                                      <C>          <C>         <C>         <C>             <C>
- ----------------------------------------------------------------------------------------------------------
NET ASSETS AT JANUARY 1, 1995            $ 1,203,385  $  125,792  $   51,089    $  161,315    $    256,790
Changes from operations:
  - Net investment income (loss)             107,067      (3,330)     12,588         2,108          19,945
- ---------------------------------------
  - Net realized gain on investments          38,900       7,569       1,104         3,796           7,164
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                            1,082,468     162,670      20,865       194,245         270,358
- ---------------------------------------  -----------  ----------  ----------  -------------   ------------
NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                        1,228,435     166,909      34,557       200,149         297,467
- ---------------------------------------
Net increase from unit transactions        9,610,893   1,047,415     360,859     1,265,087       1,698,228
- ---------------------------------------  -----------  ----------  ----------  -------------   ------------
TOTAL INCREASE IN NET ASSETS              10,839,328   1,214,324     395,416     1,465,236       1,995,695
- ---------------------------------------  -----------  ----------  ----------  -------------   ------------
NET ASSETS AT DECEMBER 31, 1995           12,042,713   1,340,116     446,505     1,626,551       2,252,485
Changes from operations:
  - Net investment income (loss)             735,322      13,832      39,792        93,343          89,704
- ---------------------------------------
  - Net realized gain (loss) on
    investments                              108,526      28,277        (373)       23,484          14,398
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                            2,619,503     282,076     (14,439)      315,350         602,026
- ---------------------------------------  -----------  ----------  ----------  -------------   ------------
NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                        3,463,351     324,185      24,980       432,177         706,128
- ---------------------------------------
Net increase from unit transactions       19,203,948   1,796,894     472,875     2,347,846       2,456,873
- ---------------------------------------  -----------  ----------  ----------  -------------   ------------
TOTAL INCREASE IN NET ASSETS              22,667,299   2,121,079     497,855     2,780,023       3,163,001
- ---------------------------------------  -----------  ----------  ----------  -------------   ------------
NET ASSETS AT DECEMBER 31, 1996           34,710,012   3,461,195     944,360     4,406,574       5,415,486
Changes from operations:
  - Net investment income (loss)           1,253,479     144,048      (7,224)      129,396          91,896
- ---------------------------------------
  - Net realized gain on investments         368,856      44,086       8,847       110,408          50,322
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                            9,532,579     806,648      97,134     1,101,219       1,846,041
- ---------------------------------------  -----------  ----------  ----------  -------------   ------------
NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                       11,154,914     994,782      98,757     1,341,023       1,988,259
- ---------------------------------------
Net increase (decrease) from unit
    transactions                          24,798,556   1,778,009     361,770     2,836,023       3,348,704
- ---------------------------------------  -----------  ----------  ----------  -------------   ------------
TOTAL INCREASE (DECREASE) IN NET ASSETS   35,953,470   2,772,791     460,527     4,177,046       5,336,963
- ---------------------------------------  -----------  ----------  ----------  -------------   ------------
NET ASSETS AT DECEMBER 31, 1997          $70,663,482  $6,233,986  $1,404,887    $8,583,620    $ 10,752,449
- ---------------------------------------  -----------  ----------  ----------  -------------   ------------
                                         -----------  ----------  ----------  -------------   ------------
</TABLE>
 
See accompanying notes to financial statements.
 
48
<PAGE>
<TABLE>
<CAPTION>
                                         LINCOLN         LINCOLN                                        LINCOLN      LINCOLN
                                         NATIONAL        NATIONAL       LINCOLN          LINCOLN        NATIONAL     NATIONAL
                                         GLOBAL ASSET    GROWTH AND     NATIONAL         NATIONAL       MONEY        SOCIAL
                                         ALLOCATION      INCOME         INTERNATIONAL    MANAGED        MARKET       AWARENESS
                                         ACCOUNT         ACCOUNT        ACCOUNT          ACCOUNT        ACCOUNT      ACCOUNT
<S>                                      <C>             <C>            <C>              <C>            <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSETS AT JANUARY 1, 1995              $   43,333    $    168,500     $  258,660     $     31,853   $   14,256   $     18,113
Changes from operations:
  - Net investment income (loss)                4,439          28,482         15,965            4,261        4,543          2,982
- ---------------------------------------
  - Net realized gain on investments            2,773           5,054            329            2,686           --          4,943
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                                27,692         178,517         87,906           20,649           --         30,648
- ---------------------------------------  -------------   ------------   --------------   ------------   ----------   ------------
NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                            34,904         212,053        104,200           27,596        4,543         38,573
- ---------------------------------------
Net increase from unit transactions           258,459       1,674,531      1,459,803          288,488      155,292        333,155
- ---------------------------------------  -------------   ------------   --------------   ------------   ----------   ------------
TOTAL INCREASE IN NET ASSETS                  293,363       1,886,584      1,564,003          316,084      159,835        371,728
- ---------------------------------------  -------------   ------------   --------------   ------------   ----------   ------------
NET ASSETS AT DECEMBER 31, 1995               336,696       2,055,084      1,822,663          347,937      174,091        389,841
Changes from operations:
  - Net investment income (loss)               37,308         211,811         10,694           47,732       14,654         41,454
- ---------------------------------------
  - Net realized gain (loss) on
    investments                                 2,524          10,705          9,573            1,539            0          9,770
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                                62,979         548,670        218,384           33,923            0        312,476
- ---------------------------------------  -------------   ------------   --------------   ------------   ----------   ------------
NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                           102,811         771,186        238,651           83,194       14,654        363,700
- ---------------------------------------
Net increase from unit transactions           810,974       4,065,327      1,561,336          618,878      482,943      2,235,088
- ---------------------------------------  -------------   ------------   --------------   ------------   ----------   ------------
TOTAL INCREASE IN NET ASSETS                  913,785       4,836,513      1,799,987          702,072      497,597      2,598,788
- ---------------------------------------  -------------   ------------   --------------   ------------   ----------   ------------
NET ASSETS AT DECEMBER 31, 1996             1,250,481       6,891,597      3,622,650        1,050,009      671,688      2,988,629
Changes from operations:
  - Net investment income (loss)              100,590         177,562        153,516           19,878       36,447        136,505
- ---------------------------------------
  - Net realized gain on investments            7,315          37,101         35,621            9,791           --         29,216
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                               174,551       2,448,699         (5,427)         257,046           --      1,715,418
- ---------------------------------------  -------------   ------------   --------------   ------------   ----------   ------------
NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                           282,456       2,663,362        183,710          286,715       36,447      1,881,139
- ---------------------------------------
Net increase (decrease) from unit
    transactions                            1,073,172       5,526,777      1,326,563          689,645     (285,909)     4,852,306
- ---------------------------------------  -------------   ------------   --------------   ------------   ----------   ------------
TOTAL INCREASE (DECREASE) IN NET ASSETS     1,355,628       8,190,139      1,510,273          976,360     (249,462)     6,733,445
- ---------------------------------------  -------------   ------------   --------------   ------------   ----------   ------------
NET ASSETS AT DECEMBER 31, 1997            $2,606,109    $ 15,081,736     $5,132,923     $  2,026,369   $  422,226   $  9,722,074
- ---------------------------------------  -------------   ------------   --------------   ------------   ----------   ------------
                                         -------------   ------------   --------------   ------------   ----------   ------------
 
<CAPTION>
                                         LINCOLN
                                         NATIONAL
                                         SPECIAL          EQUITY/      EMERGING     GLOBAL
                                         OPPORTUNITIES    INCOME       GROWTH       BOND
                                         ACCOUNT          ACCOUNT      ACCOUNT      ACCOUNT
<S>                                      <C>              <C>          <C>          <C>
- ---------------------------------------
NET ASSETS AT JANUARY 1, 1995              $   73,684     $       --   $       --   $       --
Changes from operations:
  - Net investment income (loss)               15,084             --           --           --
- ---------------------------------------
  - Net realized gain on investments            3,482             --           --           --
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                                88,918             --           --           --
- ---------------------------------------  --------------   ----------   ----------   ----------
NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                           107,484             --           --           --
- ---------------------------------------
Net increase from unit transactions         1,069,576             --           --           --
- ---------------------------------------  --------------   ----------   ----------   ----------
TOTAL INCREASE IN NET ASSETS                1,177,060             --           --           --
- ---------------------------------------  --------------   ----------   ----------   ----------
NET ASSETS AT DECEMBER 31, 1995             1,250,744             --           --           --
Changes from operations:
  - Net investment income (loss)              134,542            262         (231)         425
- ---------------------------------------
  - Net realized gain (loss) on
    investments                                 8,159            427         (127)         170
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                               249,872          4,450        1,545        2,191
- ---------------------------------------  --------------   ----------   ----------   ----------
NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                           392,573          5,139        1,187        2,786
- ---------------------------------------
Net increase from unit transactions         2,130,598         94,828      101,005       28,483
- ---------------------------------------  --------------   ----------   ----------   ----------
TOTAL INCREASE IN NET ASSETS                2,523,171         99,967      102,192       31,269
- ---------------------------------------  --------------   ----------   ----------   ----------
NET ASSETS AT DECEMBER 31, 1996             3,773,915         99,967      102,192       31,269
Changes from operations:
  - Net investment income (loss)              250,710         16,623          (61)       3,593
- ---------------------------------------
  - Net realized gain on investments           22,670          1,854       11,588           37
- ---------------------------------------
  - Net change in unrealized
    appreciation or depreciation on
    investments                               972,575         65,195       55,668       (2,188)
- ---------------------------------------  --------------   ----------   ----------   ----------
NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                         1,245,955         83,672       67,195        1,442
- ---------------------------------------
Net increase (decrease) from unit
    transactions                            2,167,682        715,758      326,988       81,068
- ---------------------------------------  --------------   ----------   ----------   ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS     3,413,637        799,430      394,183       82,510
- ---------------------------------------  --------------   ----------   ----------   ----------
NET ASSETS AT DECEMBER 31, 1997            $7,187,552     $  899,397   $  496,375   $  113,779
- ---------------------------------------  --------------   ----------   ----------   ----------
                                         --------------   ----------   ----------   ----------
</TABLE>
 
                                                                              49
<PAGE>
THIS PAGE WAS INTENTIONALLY LEFT BLANK.
 
50
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT K
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
 
1. ACCOUNTING POLICIES
 
THE SEPARATE ACCOUNT: Lincoln Life Flexible Premium Variable Life Account K
(Separate Account) was established as a segregated investment account of The
Lincoln National Life Insurance Company (Lincoln Life) on March 9, 1994. The
Separate Account was registered on May 2, 1994, under the Investment Company Act
of 1940, as amended, as a unit investment trust, and commenced investment
activity on May 17, 1994.
 
INVESTMENTS: The Separate Account invests in Lincoln National Aggressive Growth
Fund, Inc., Lincoln National Bond Fund, Inc., Lincoln National Capital
Appreciation Fund, Inc., Lincoln National Equity-Income Fund, Inc., Lincoln
National Global Asset Allocation Fund, Inc., Lincoln National Growth and Income
Fund, Inc., Lincoln National International Fund, Inc., Lincoln National Managed
Fund, Inc., Lincoln National Money Market Fund, Inc., Lincoln National Social
Awareness Fund, Inc., Lincoln National Special Opportunities Fund, Inc., and the
Delaware Group Premium Fund, Inc. which consists of three series: Equity/Income
Series, Emerging Growth Series, and Global Bond Series (Funds). Investments in
the Funds are stated at the closing net asset values per share on December 31,
1997. The Funds are register 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 3.95%
of the premium. Amounts retained during 1997, 1996 and 1995 by Lincoln Life for
such charges were $622,721, $253,616, and $235,219, respectively.
 
   
SEPARATE ACCOUNT CHARGES: Amounts are charged daily to the Separate Account by
Lincoln Life for a mortality and expense risk charge at a current annual rate of
 .68% 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 $6,516,490, $3,471,519,
and $1,085,945, respectively.
 
The monthly administrative charge amounts to $7.50 for each policy in force and
is intended to compensate Lincoln Life for continuing administration of the
policies, premium billing, 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 is equal to 3% of the amount withdrawn
for the first 10 years of the policy; and is equal to $10 thereafter.
    
 
   
Surrender charges are deducted if the policy is surrendered during the first
sixteen policy years. Surrender charges in the first five years are
approximately 132% of the required base minimum annual premium. 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.
    
 
                                                                              51
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT K
NOTES TO FINANCIAL STATEMENTS CONTINUED
3. NET ASSETS
Net Assets at December 31, 1997 consisted of the following:
 
<TABLE>
<CAPTION>
                                                      LINCOLN                 LINCOLN         LINCOLN
                                                      NATIONAL    LINCOLN     NATIONAL        NATIONAL
                                                      AGGRESSIVE  NATIONAL    CAPITAL         EQUITY-
                                                      GROWTH      BOND        APPRECIATION    INCOME
                                         COMBINED     ACCOUNT     ACCOUNT     ACCOUNT         ACCOUNT
<S>                                      <C>          <C>         <C>         <C>             <C>
- ----------------------------------------------------------------------------------------------------------
Unit Transactions                        $54,816,817  $4,747,253  $1,246,425    $6,609,555    $  7,761,508
- ---------------------------------------
Accumulated net investment income
    (loss)                                 2,098,204     154,504      45,599       225,002         202,028
- ---------------------------------------
Accumulated net realized gain on
    investments                              516,108      79,933       9,565       137,686          71,879
- ---------------------------------------
Net unrealized appreciation on
    investments                           13,232,353   1,252,296     103,298     1,611,377       2,717,034
- ---------------------------------------  -----------  ----------  ----------  -------------   ------------
                                         $70,663,482  $6,233,986  $1,404,887    $8,583,620    $ 10,752,449
                                         -----------  ----------  ----------  -------------   ------------
                                         -----------  ----------  ----------  -------------   ------------
</TABLE>
 
52
<PAGE>
<TABLE>
<CAPTION>
                                         LINCOLN         LINCOLN                                        LINCOLN      LINCOLN
                                         NATIONAL        NATIONAL       LINCOLN          LINCOLN        NATIONAL     NATIONAL
                                         GLOBAL ASSET    GROWTH AND     NATIONAL         NATIONAL       MONEY        SOCIAL
                                         ALLOCATION      INCOME         INTERNATIONAL    MANAGED        MARKET       AWARENESS
                                         ACCOUNT         ACCOUNT        ACCOUNT          ACCOUNT        ACCOUNT      ACCOUNT
<S>                                      <C>             <C>            <C>              <C>            <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Unit Transactions                          $2,185,882    $ 11,434,504     $4,608,602     $  1,628,741   $  366,130   $  7,438,863
- ---------------------------------------
Accumulated net investment income
    (loss)                                    142,481         418,268        179,976           72,062       56,096        181,014
- ---------------------------------------
Accumulated net realized gain on
    investments                                12,591          52,852         45,509           14,014           --         43,866
- ---------------------------------------
Net unrealized appreciation on
    investments                               265,155       3,176,112        298,836          311,552           --      2,058,331
- ---------------------------------------  -------------   ------------   --------------   ------------   ----------   ------------
                                           $2,606,109    $ 15,081,736     $5,132,923     $  2,026,369   $  422,226   $  9,722,074
                                         -------------   ------------   --------------   ------------   ----------   ------------
                                         -------------   ------------   --------------   ------------   ----------   ------------
 
<CAPTION>
                                         LINCOLN
                                         NATIONAL
                                         SPECIAL          EQUITY/      EMERGING     GLOBAL
                                         OPPORTUNITIES    INCOME       GROWTH       BOND
                                         ACCOUNT          ACCOUNT      ACCOUNT      ACCOUNT
<S>                                      <C>              <C>          <C>          <C>
- ---------------------------------------
Unit Transactions                          $5,441,224     $  810,586   $  427,993   $  109,551
- ---------------------------------------
Accumulated net investment income
    (loss)                                    400,563         16,885         (292)       4,018
- ---------------------------------------
Accumulated net realized gain on
    investments                                34,264          2,281       11,461          207
- ---------------------------------------
Net unrealized appreciation on
    investments                             1,311,501         69,645       57,213            3
- ---------------------------------------  --------------   ----------   ----------   ----------
                                           $7,187,552     $  899,397   $  496,375   $  113,779
                                         --------------   ----------   ----------   ----------
                                         --------------   ----------   ----------   ----------
</TABLE>
 
                                                                              53
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT K
NOTES TO FINANCIAL STATEMENTS CONTINUED
4. SUMMARY OF CHANGES FROM UNIT TRANSACTIONS
 
<TABLE>
<CAPTION>
                                         YEAR ENDED               YEAR ENDED               YEAR ENDED
                                         DECEMBER 31, 1997        DECEMBER 31, 1996        DECEMBER 31, 1995
                                         UNITS       AMOUNT       UNITS       AMOUNT       UNITS      AMOUNT
- ----------------------------------------------------------------------------------------------------------------
<S>                                      <C>         <C>          <C>         <C>          <C>        <C>
LINCOLN NATIONAL AGGRESSIVE GROWTH ACCOUNT:
Purchases                                 1,857,662  $ 3,244,854   1,986,444  $ 2,987,630  1,159,747  $1,427,495
- ---------------------------------------
Redemptions                                (831,938)  (1,466,845)   (792,146)  (1,190,736)  (305,953)   (380,080)
- ---------------------------------------  ----------  -----------  ----------  -----------  ---------  ----------
                                          1,025,724    1,778,009   1,194,298    1,796,894    853,794   1,047,415
LINCOLN NATIONAL BOND ACCOUNT:
Purchases                                   666,395      830,597     693,235      807,378    424,613     471,334
- ---------------------------------------
Redemptions                                (376,407)    (468,827)   (286,906)    (334,503)   (99,138)   (110,475)
- ---------------------------------------  ----------  -----------  ----------  -----------  ---------  ----------
                                            289,988      361,770     406,329      472,875    325,475     360,859
LINCOLN NATIONAL CAPITAL APPRECIATION ACCOUNT:
Purchases                                 2,767,136    4,881,183   2,493,097    3,622,132  1,370,722   1,602,221
- ---------------------------------------
Redemptions                              (1,149,846)  (2,045,160)   (877,059)  (1,274,286)  (283,683)   (337,134)
- ---------------------------------------  ----------  -----------  ----------  -----------  ---------  ----------
                                          1,617,290    2,836,023   1,616,038    2,347,846  1,087,039   1,265,087
LINCOLN NATIONAL EQUITY-INCOME ACCOUNT:
Purchases                                 2,753,656    5,292,565   2,536,624    3,788,423  1,894,714   2,316,819
- ---------------------------------------
Redemptions                              (1,015,473)  (1,943,861)   (894,662)  (1,331,550)  (506,306)   (618,591)
- ---------------------------------------  ----------  -----------  ----------  -----------  ---------  ----------
                                          1,738,183    3,348,704   1,641,962    2,456,873  1,388,408   1,698,228
LINCOLN NATIONAL GLOBAL ASSET ALLOCATION ACCOUNT:
Purchases                                 1,006,631    1,617,933     817,949    1,094,430    337,111     383,453
- ---------------------------------------
Redemptions                                (345,299)    (544,761)   (214,270)    (283,456)  (109,622)   (124,994)
- ---------------------------------------  ----------  -----------  ----------  -----------  ---------  ----------
                                            661,332    1,073,172     603,679      810,974    227,489     258,459
LINCOLN NATIONAL GROWTH AND INCOME ACCOUNT:
Purchases                                 4,237,766    8,383,967   3,852,907    5,990,307  1,673,828   2,191,176
- ---------------------------------------
Redemptions                              (1,462,992)  (2,857,190) (1,234,826)  (1,924,980)  (395,844)   (516,645)
- ---------------------------------------  ----------  -----------  ----------  -----------  ---------  ----------
                                          2,774,774    5,526,777   2,618,081    4,065,327  1,277,984   1,674,531
INTERNATIONAL ACCOUNT:
Purchases                                 2,284,323    2,890,808   2,367,582    2,701,296  1,898,555   1,960,609
- ---------------------------------------
Redemptions                              (1,234,513)  (1,564,245)   (997,656)  (1,139,960)  (483,694)   (500,806)
- ---------------------------------------  ----------  -----------  ----------  -----------  ---------  ----------
                                          1,049,810    1,326,563   1,369,926    1,561,336  1,414,861   1,459,803
LINCOLN NATIONAL MANAGED ACCOUNT:
Purchases                                   711,229    1,140,785     809,601    1,098,752    304,840     370,882
- ---------------------------------------
Redemptions                                (282,214)    (451,140)   (356,357)    (479,874)   (69,401)    (82,394)
- ---------------------------------------  ----------  -----------  ----------  -----------  ---------  ----------
                                            429,015      689,645     453,244      618,878    235,439     288,488
LINCOLN NATIONAL MONEY MARKET ACCOUNT:
Purchases                                 2,288,211    2,625,533   1,041,082    1,150,176    388,505     409,737
- ---------------------------------------
Redemptions                              (2,526,367)  (2,911,442)   (604,852)    (667,233)  (240,559)   (254,445)
- ---------------------------------------  ----------  -----------  ----------  -----------  ---------  ----------
                                           (238,156)    (285,909)    436,230      482,943    147,946     155,292
LINCOLN NATIONAL SOCIAL AWARENESS ACCOUNT:
Purchases                                 3,142,231    6,904,574   1,848,868    3,083,622    338,743     453,053
- ---------------------------------------
Redemptions                                (923,437)  (2,052,268)   (512,433)    (848,534)   (87,411)   (119,898)
- ---------------------------------------  ----------  -----------  ----------  -----------  ---------  ----------
                                          2,218,794    4,852,306   1,336,435    2,235,088    251,332     333,155
</TABLE>
 
54
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT K
NOTES TO FINANCIAL STATEMENTS CONTINUED
4. SUMMARY OF CHANGES FROM UNIT TRANSACTIONS CONTINUED
<TABLE>
<CAPTION>
                                         YEAR ENDED               YEAR ENDED               YEAR ENDED
                                         DECEMBER 31, 1997        DECEMBER 31, 1996        DECEMBER 31, 1995
                                         UNITS       AMOUNT       UNITS       AMOUNT       UNITS      AMOUNT
- ----------------------------------------------------------------------------------------------------------------
<S>                                      <C>         <C>          <C>         <C>          <C>        <C>
LINCOLN NATIONAL SPECIAL OPPORTUNITIES ACCOUNT:
Purchases                                 2,055,847    3,733,833   2,301,459    3,348,686  1,097,775   1,395,688
- ---------------------------------------
Redemptions                                (874,099)  (1,566,151)   (838,052)  (1,218,088)  (251,286)   (326,112)
- ---------------------------------------  ----------  -----------  ----------  -----------  ---------  ----------
                                          1,181,748    2,167,682   1,463,407    2,130,598    846,489   1,069,576
EQUITY/INCOME SERIES:
Purchases                                   593,507      812,121     106,501      114,357         --          --
- ---------------------------------------
Redemptions                                 (70,154)     (96,363)    (17,956)     (19,529)        --          --
- ---------------------------------------  ----------  -----------  ----------  -----------  ---------  ----------
                                            523,353      715,758      88,545       94,828         --          --
EMERGING GROWTH SERIES:
Purchases                                   507,645      542,737     173,113      170,450         --          --
- ---------------------------------------
Redemptions                                (196,333)    (215,749)    (70,272)     (69,445)        --          --
- ---------------------------------------  ----------  -----------  ----------  -----------  ---------  ----------
                                            311,312      326,988     102,841      101,005         --          --
GLOBAL BOND SERIES:
Purchases                                    88,945       97,755      30,851       31,500         --          --
- ---------------------------------------
Redemptions                                 (15,057)     (16,687)     (2,759)      (3,017)        --          --
- ---------------------------------------  ----------  -----------  ----------  -----------  ---------  ----------
                                             73,888       81,068      28,092       28,483         --          --
                                                     -----------              -----------             ----------
NET INCREASE FROM UNIT TRANSACTIONS                  $24,798,556              $19,203,948             $9,610,893
                                                     -----------              -----------             ----------
                                                     -----------              -----------             ----------
</TABLE>
 
                                                                              55
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT K
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 Aggressive Growth
    Account                              $ 2,166,627  $  245,392
- ---------------------------------------
Lincoln National Bond Account                623,105     224,876
- ---------------------------------------
Lincoln National Capital Appreciation
    Account                                3,636,877     646,304
- ---------------------------------------
Lincoln National Equity-Income Account     3,746,927     236,104
- ---------------------------------------
Lincoln National Global Asset
    Allocation Account                     1,369,051     176,481
- ---------------------------------------
Lincoln National Growth and Income
    Account                                6,076,897     281,216
- ---------------------------------------
Lincoln National International Account     1,919,057     426,829
- ---------------------------------------
Lincoln National Managed Account             832,036      96,200
- ---------------------------------------
Lincoln National Money Market Account      2,014,573   2,247,521
- ---------------------------------------
Lincoln National Social Awareness
    Account                                5,245,111     236,424
- ---------------------------------------
Lincoln National Special Opportunities
    Account                                2,716,197     252,043
- ---------------------------------------
Equity/Income Account                        762,602      30,251
- ---------------------------------------
Emerging Growth Account                      464,642     137,761
- ---------------------------------------
Global Bond Account                           92,273       7,542
- ---------------------------------------  -----------  ----------
                                         $31,665,975  $5,244,944
                                         -----------  ----------
                                         -----------  ----------
</TABLE>
 
6. ADDITIONAL INVESTMENT OPTIONS
 
Effective May 1996, three investment options were added to the Separate Account.
The options include the Delaware Group Premium Funds, Inc. which consist of the
Equity/Income Series, Emerging Growth Series and the Global Bond Series.
 
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.
    
 
8. CHANGE IN MANAGEMENT
 
   
Effective August 29, 1996, Clay Finlay Inc., Subadvisor of the Lincoln National
International Fund Inc., accepted an offer to sell their ownership interest in
the firm to United Asset Management, a New York Stock Exchange ("NYSE") listed
company. In October 1996, variable contractholders, via proxy solicitation,
instructed Lincoln Life to vote to retain Clay Finlay as the Subadvisor of the
Lincoln National International Fund.
    
 
The shares were voted as follows:
 
  - 91.56% for retaining Clay Finlay,
 
  - 3.26% against retaining Clay Finlay,
 
  - 5.18% abstained
 
56
<PAGE>
REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
 
Board of Directors of Lincoln National Life Insurance Company
and
Policyowners of Lincoln National Flexible Premium Variable Life
Account K
 
   
We have audited the accompanying statement of assets and liability of
Lincoln National Flexible Premium Variable Life Account K (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 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 K 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
 
                                                                              57

<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 Aggressive Growth Fund, Inc. (AG)
 
Lincoln National Bond Fund, Inc. (B)
 
Lincoln National Capital Appreciation Fund, Inc. (CA)
 
Lincoln National Equity-Income Fund, Inc. (E-I)
 
Lincoln National Global Asset Allocation Fund, Inc. (GAA)
 
Lincoln National Growth and Income Fund, Inc. (GI)
 
Lincoln National International Fund, Inc. (I)
 
Lincoln National Managed Fund, Inc. (M)
 
Lincoln National Money Market Fund, Inc. (MM)
 
Lincoln National Social Awareness Fund, Inc. (SA)
 
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
Aggressive Growth Fund                               F-3
Bond Fund                                            F-9
Capital Appreciation Fund                           F-13
Equity-Income Fund                                  F-17
Global Asset Allocation Fund                        F-21
Growth and Income Fund                              F-26
International Fund                                  F-28
Managed Fund                                        F-32
Money Market Fund                                   F-36
Social Awareness Fund                               F-38
Special Opportunities Fund                          F-42
- --------------------------------------------------------
INVESTMENT POLICIES AND TECHNIQUES
Aggressive Growth Fund                               F-3
Bond Fund                                            F-9
Capital Appreciation Fund                           F-13
Equity-Income Fund                                  F-17
Global Asset Allocation Fund                        F-21
Growth and Income Fund                              F-26
International Fund                                  F-28
Managed Fund                                        F-32
Money Market Fund                                   F-36
Social Awareness Fund                               F-38
Special Opportunities Fund                          F-42
- --------------------------------------------------------
INVESTMENT RESTRICTIONS
Aggressive Growth Fund                               F-6
Bond Fund                                           F-11
Capital Appreciation Fund                           F-15
Equity-Income Fund                                  F-19
Global Asset Allocation Fund                        F-24
Growth and Income Fund                              F-26
International Fund                                  F-30
Managed Fund                                        F-34
Money Market Fund                                   F-37
Social Awareness Fund                               F-39
Special Opportunities Fund                          F-43
 
<CAPTION>
SUBJECT                                          PAGE
- --------------------------------------------------------
<S>                                            <C>
STRATEGIC PORTFOLIO TRANSACTIONS
Aggressive Growth Fund                               F-6
Bond Fund                                           F-11
Capital Appreciation Fund                           F-16
Equity-Income Fund                                  F-20
Global Asset Allocation Fund                        F-24
Growth and Income Fund                              F-27
International Fund                                  F-31
Managed Fund                                        F-34
Money Market Fund                                   F-37
Social Awareness Fund                               F-39
Special Opportunities Fund                          F-44
- --------------------------------------------------------
APPENDIX -- CONTAINS IMPORTANT INFORMATION
FOR ALL FUNDS
Net asset value                                     F-46
Management of the funds                             F-46
Purchase of securities being offered                F-48
Sale and redemption of shares                       F-49
Distributions and federal income tax
considerations                                      F-49
Management discussion of fund performance           F-49
Description of shares                               F-49
Strategic portfolio transactions --
additional information                              F-50
Foreign investments                                 F-52
General information                                 F-54
Statement of Additional Information
Table of contents -- 11 underlying funds            F-57
 
</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. 

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

The Prospectus consisting of 206 pages.       

     The undertaking to file reports     

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

     The signatures 

     The written consents of the following persons: 

         Jeremy Sachs, Esquire 
         Denis G. Schwartz, FSA  
         Ernst & Young LLP       

The following exhibits: 
   
1.    (1)    Certified Resolution of the Board of Directors of the Company 
             establishing the Account.
    
      (2)    Not applicable. 

      (3)    (a)    Not applicable.

             (b)    Not applicable.

             (c)    Commission Schedule (Revised).

      (4)    Not applicable. 
   
      (5)    (a)    Application.

             (b)    Policy.

      (6)    (a)    Articles of Incorporation of the Company are incorporated
                    herein by reference to registration statement filed on
                    Form S-6 (file no. 333-40745) filed on November 21, 1997.

             (b)    By-Laws of the 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)    Fund Participation Agreements (incorporated by reference
             to registrant's post-effective amendment number 3 filed 
             on April 25, 1997).
    
             (a)    Lincoln National Special Opportunities Fund, Inc. 

             (b)    Lincoln National Social Awareness Fund, Inc. 

             (c)    Lincoln National Global Asset Allocation Fund, Inc. 
                    (formerly, Lincoln National Putnam Master Fund, Inc.) 

             (d)    Lincoln National Aggressive Growth, Fund, Inc. 

             (e)    Lincoln National Money Market Fund, Inc. 

             (f)    Lincoln National Managed Fund, Inc. 

             (g)    Lincoln National International Fund, Inc. 

             (h)    Lincoln National Bond Fund, Inc. 

             (i)    Lincoln National Capital Appreciation Fund, Inc. 

             (j)    Lincoln National Equity Income Fund, Inc. 

             (k)    Lincoln National Growth & Income Fund, Inc. (formerly 
                    Lincoln National Growth Fund, Inc.)  

<PAGE>

             (l)    Delaware Group Premium Fund, Inc.     


(9)  Proposed Form of Indemnification Agreement (Revised).* 
   
(10) Form of Application see Exhibit 1(5)(a)

2.    See Exhibit 1(5)(b)
    
3.    Opinion and Consent of Jeremy Sachs, Esquire. 

4.    Not applicable. 

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

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

7.    Memorandum describing the Company's issuance, transfer and redemption 
      and conversion procedures for the Policy.  
   
8.    N/A 
    
9.    Other Exhibits.* 

      (1)    Power of Attorney - Jack D. Hunter 

      (2)    Power of Attorney - Gabriel Shaheen 
   
      (3)    Power of Attorney - Ian M. Rolland 

      (4)    Power of Attorney - Jon A. Boscia 

      (5)    Power of Attorney - Richard C. Vaughan 
    
*Previously filed as an exhibit to the registration statement   


<PAGE>
   
                                  SIGNATURES 
    
     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Lincoln Life Flexible Premium Variable Life Account K, 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 K
                          
                       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

/s/ Ian M. Rolland
- ----------------------------  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

    
</TABLE>

<PAGE>


                   ESTABLISHMENT OF SEGREGATED INVESTMENT ACCOUNT K
                                          OF
                     THE LINCOLN NATIONAL LIFE INSURANCE COMPANY


     Pursuant to the authority given to 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 K (the "Account").  The
Account is to be used in connection with the issuance by the Company of flexible
premium variable life insurance policies.  The Account should have authority to
issue an unlimited number of shares or units and shall be registered as a unit
investment trust investment company with the Securities and Exchange Commission
(the "SEC").  The Account shall invest in shares of investment companies which
are registered with the SEC.

Dated: March 7, 1994               /s/ Ian M.  Rolland
                                   ---------------------------------------------
                                        Ian M.  Rolland, Chief Executive Officer


<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>
                 INDIVIDUAL LIFE COMMISSION SCHEDULE (Contract 1285)
                    For Payment of First Year Policy Commissions,
                        Renewal Commissions, and Service Fees

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

                                                       
                               Multi Fund Variable Life (1)

<TABLE>
<CAPTION>
                  POLICY              Target             Excess
                   YEAR               Premium            Premium
- --------------------------------------------------------------------------------
                <S>                   <C>                <C>
                                           
                     1                 50%(2)              2% 
- --------------------------------------------------------------------------------

                   2-10                  2%                2% 
- --------------------------------------------------------------------------------

                11 or more               2%                2% 
- --------------------------------------------------------------------------------
</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.















                 INDIVIDUAL LIFE COMMISSION SCHEDULE (Contract 1288)
                    For Payment of First Year Policy Commissions,





<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

(A STOCK COMPANY)

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
                Flexible Premiums Payable Until Death or Maturity Date
                               Adjustable Death Benefit
                Death Benefit Payable at Death Prior to Maturity Date
                  Net Cash Surrender Value Payable at Maturity Date
                           Nonparticipating - No Dividends

<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                                                                        4
INVESTMENT AMOUNT AND TRANSFERS                                                4
POLICY VALUES                                                                  4
SURRENDER AND WITHDRAWALS                                                      6
LOANS                                                                          7
DEATH BENEFIT                                                                  7
CHANGES                                                                        7
PROCEEDS                                                                       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.


VUL5
<PAGE>

                                   POLICY SCHEDULE


THE 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.





POLICY NUMBER: 20 123456                POLICY DATE: SEPTEMBER 1, 1993

INSURED: ABRAHAM LINCOLN                MATURITY DATE: SEPTEMBER 1, 2057

SPECIFIED AMOUNT: $100,000              INITIAL PREMIUM: $2,000.00
     INCLUDES THE POLICY VALUE          

MALE AGE: 35                            PLANNED PERIODIC PREMIUM:
RATE CLASS: STANDARD NONSMOKER               AMOUNT: $2,000.00
                                             FREQUENCY: ANNUALLY

MONTHLY ANNIVERSARY DAY: 01             GUARANTEED MAXIMUM PERCENT
                                             OF PREMIUM CHARGE: 8.50%
MINIMUM SPECIFIED AMOUNT: $50,000.00         APPLIES TO ALL PREMIUMS

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

PERCENT OF WITHDRAWAL CHARGE: 5%        LOAN COLLATERAL RATE: 3%

MINIMUM WITHDRAWAL CHARGE: $25.00       GENERAL ACCOUNT GUARANTEED INTEREST
                                             RATE: .24662% PER MONTH WHICH
MAXIMUM WITHDRAWAL PERCENT: 20%              EQUALS 3% PER YEAR

CHARGE FOR TRANSFER: $10.00             DEATH BENEFIT FACTOR: 1.0024662

DEATH BENEFIT GUARANTEE PERIOD:         GUARANTEED MAXIMUM MORTALITY AND
     60 MONTHS                               EXPENSE RISK CHARGE RATE: .90%

DEATH BENEFIT GUARANTEE MONTHLY
     PREMIUM: $166.66

<PAGE>

                                   POLICY SCHEDULE

POLICY NUMBER: 20 123456                          POLICY DATE: SEPTEMBER 1, 1993

     INSURED: ABRAHAM LINCOLN



                               TABLE OF MONTHLY CHARGES

<TABLE>
<CAPTION>

        POLICY               MONTHLY             POLICY              MONTHLY
         YEAR                CHARGES              YEAR               CHARGES
<S>                          <C>                 <C>                 <C>
          1                  $75.00               12                 $75.00
          2                   75.00               13                  75.00
          3                   75.00               14                  75.00
          4                   75.00               15                  75.00
          5                   75.00               16                  75.00
          6                   75.00               17                  75.00
          7                   75.00               18                  75.00
          8                   75.00               19                  75.00
          9                   75.00               20                  75.00
          10                  75.00               THEREAFTER          75.00
          11                  75.00

</TABLE>

MONTHLY CHARGES WILL BE DEDUCTED FROM THE POLICY VALUE AT THE SAME TIME AND IN
THE SAME MANNER AS THE COST OF INSURANCE.


                              TABLE OF SURRENDER CHARGES

<TABLE>
<CAPTION>

     POLICY              SURRENDER           POLICY              SURRENDER
     YEAR                CHARGES             YEAR                CHARGES
<S>                      <C>                 <C>                 <C>
     1                   $2,429              14                  $ 1,166
     2                    2,332              15                    1,069
     3                    2,235              16                      972
     4                    2,138              17                      874
     5                    2,040              18                      777
     6                    1,943              19                      680
     7                    1,846              20                      583
     8                    1,749              21                      486
     9                    1,652              22                      389
     10                   1,555              23                      291
     11                   1,457              24                      194
     12                   1,360              25                       97
     13                   1,263              THEREAFTER                0

</TABLE>

SURRENDER CHARGES WILL ONLY BE DEDUCTED FROM THE POLICY VALUE IF THE SPECIFIED
AMOUNT IS DECREASED OR IF THIS POLICY TERMINATES DUE TO LAPSE OR SURRENDER.

<PAGE>

                                   POLICY SCHEDULE

                               ACCOUNT AND SUBACCOUNTS

POLICY NUMBER  20 123456                     POLICY DATE:   SEPTEMBER 1, 1993
INSURED:  ABRAHAM LINCOLN

ACCOUNT:  LINCOLN NATIONAL FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT K

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

<TABLE>
<CAPTION>


                                         
SUBACCOUNT                           FUND                            ALLOCATION


<C>                      <C>                                          <C>
GROWTH AND INCOME        LINCOLN NATIONAL GROWTH AND INCOME FUND, INC.   100%
BOND                     LINCOLN NATIONAL BOND FUND, INC.                  0%
INTERNATIONAL            LINCOLN NATIONAL INTERNATIONAL FUND, INC.         0%
MANAGED                  LINCOLN NATIONAL MANAGED FUND, INC.               0%
MONEY MARKET             LINCOLN NATIONAL MONEY MARKET FUND, INC.          0%
GLOBAL ASSET             LINCOLN NATIONAL GLOBAL ASSET ALLOCATION, INC.    0%
     ALLOCATION
SOCIAL AWARENESS         LINCOLN NATIONAL SOCIAL AWARENESS FUND, INC.      0%
SPECIAL OPPORTUNITIES    LINCOLN NATIONAL SPECIAL OPPORTUNITIES FUND, INC. 0%
AGGRESSIVE GROWTH        LINCOLN NATIONAL AGGRESSIVE GROWTH FUND, INC.     0%
CAPITAL APPRECIATION     LINCOLN NATIONAL CAPITAL APPRECIATION FUND, INC.  0%
EQUITY-INCOME            LINCOLN NATIONAL EQUITY-INCOME FUND, INC.         0%
EQUITY/INCOME            DELAWARE GROUP PREMIUM FUND, INC.                 0%
                              EQUITY/INCOME SERIES
EMERGING GROWTH          DELAWARE GROUP PREMIUM FUND, INC.                 0%
                              EMERGING GROWTH SERIES
GLOBAL BOND              DELAWARE GROUP PREMIUM FUND, INC.                 0%
                              GLOBAL BOND SERIES

<CAPTION>
IN ADDITION TO THE NET PREMIUM ALLOCATIONS ABOVE, THE INITIAL ALLOCATION OF NET
PREMIUMS TO THE GENERAL ACCOUNT IS INDICATED BELOW:
<S>                                                                        <C>
LINCOLN NATIONAL LIFE INSURANCE COMPANY GENERAL ACCOUNT                    0%
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

- --------------------------------------------------------------------------------
                  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 a rated class (other
than standard nonsmoker) is shown on the Policy Schedule, the guaranteed
maximum cost of insurance rates will be determined by multiplying the rates for
a standard nonsmoker rate class shown above by the rated class factor shown in
the table below.  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.

<TABLE>
<CAPTION>

                                 Rated Class Factors
<S>                      <C>                 <C>
                         A = 1.25            F = 2.50
                         B = 1.50            H = 3.00
                         C = 1.75            J = 3.50
                         D = 2.00            L = 4.00
                         E = 2.25            P = 5.00
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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


- --------------------------------------------------------------------------------
                  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 a rated class (other
than standard smoker) is shown on the Policy Schedule, the guaranteed maximum
cost of insurance rates will be determined by multiplying the rates for a
standard smoker rate class shown above by the rated class factor shown in the
table below. The rates shown above are based on the 1980 Commissioners Standard
Ordinary Smoker Mortality Table, Age Last Birthday. 

<TABLE>
<CAPTION>

                                 Rated Class Factors
<S>                      <C>                 <C>
                         A = 1.25            F = 2.50
                         B = 1.50            H = 3.00
                         C = 1.75            J = 3.50
                         D = 2.00            L = 4.00
                         E = 2.25            P = 5.00
</TABLE>


VULN5


<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 from
the Policy Date 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 under this
Policy with respect to such increase will be its Cost of Insurance and Monthly
Charges.

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 be the premiums paid, minus any withdrawals and minus the
cost of any riders, since the effective date of the reinstatement, minus any
policy loan, plus any unearned loan interest.

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:

a.   For all coverage provided in the original applica-  tion, 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.

b.   For any increase or addition to coverage, the effective date will be the
     first Monthly Anniversary Day concurrent with or next following the day We
     approve the application for that increase or addition.

c.   For any decrease in coverage, the effective date will be the first Monthly
     Anniversary Day concurrent with or next following the day We receive the
     request.

d.   For any insurance that has been reinstated, the effective date will be the
     first Monthly Anniversary Day concurrent with 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:

a.   The grace period ends as provided in the Grace Period provision without
     payment of required premium and the Policy is not being continued under the
     Death Benefit Guarantee provision.
b.   This Policy is surrendered.
c.   The Insured dies.
d.   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 Maturity date is shown on the Policy
Schedule. Coverage under this policy 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 the Maturity Date. 

AGE. Age means the Insured's age last birthday on the Policy Date. Attained age
means age last birthday on the policy anniversary concurrent with 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 current Death Benefit;


<PAGE>

d.   any current policy loans; and
e.   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. Upon request, 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 Periodic 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
We have made 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. 

   If not otherwise provided:

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

b.   If no Beneficiary survives the Insured, the Pro- ceeds 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.

The request to change the Beneficiary designation must be in writing on a form
acceptable to Us.  We reserve the right to require this Policy for endorsement
of a change of Beneficiary.  A change of Beneficiary will revoke any prior
Beneficiary 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. 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.

The Initial Premium is payable at the Home Office or may be delivered to any
authorized agent of the Company.  Planned Periodic Premiums are payable at the
Home Office.  Premium checks should be made payable to The Lincoln national Life
Insurance Company.  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.

Additional premium payments may be made at any time prior to the Maturity Date. 
We reserve the right to limit the number and amount of additional premium
payments.

Total premiums will be limited so that this Policy will continuously satisfy the
premium limitations under Section 7702 of the Internal Revenue Code of 1986, as
amended.  If any portion of a premium payment is in excess of the 


<PAGE>


limitation, a refund of the excess premium, with current interest credited
thereon, will be made to the Owner. The refund will be made within 60 days after
the end of the policy year in which We receive the excess. If a refund of the
excess premium is not made for any reason within 60 days after the end of the
policy year, the Specified Amount will automatically increase so that this
Policy will continuously satisfy the premium limitations of Section 7702.

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 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 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 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.

If C ever exceeds A minus B, the Death Benefit Guarantee no longer applies.

We reserve the right to increase the Death Benefit Guarantee Monthly Premium
when any one of the following occurs after the Policy Date:

a.   an increase in coverage under this Policy;

b.   An increase in coverage under any rider; or

c.   The addition of a rider.

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 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 Pol-  icy in force for a
     minimum of 2 months.

Reinstatement will become effective on the date described in the Effective Date
of Coverage provision.


                                   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 account shown
on the Policy Schedule. This Account 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 while this
Policy is in force. The request for change must be in writing on a form
acceptable to Us. The change will take effect on the date the request is
received at the 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 investment by a Subaccount.
This might happen because of a change in investment policy, or a change in the
laws or


<PAGE>


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 in which this Policy was 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 depends
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 while
this Policy is in force.

TRANSFERS. If this Policy is in force, amounts may be transferred as follows:

a.   Among Subaccounts, amounts may be transferred  as often as twelve times
     during a policy year.
b.   To the General Account from any of the Subaccounts, amounts may be
     transferred twelve times during a policy year.
c.   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.

The request to transfer amounts must be in writing on a form acceptable 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 the 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.

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; and
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.   any amount charged against the Investment Amount for federal or other
     governmental income taxes;
i.   all Partial Surrender Charges deducted since the preceding day;
j.   the Monthly Charge for the following month;
k.   the Cost of Insurance for the following month; and
l.   any charges for extra benefits.

On any day other than a Monthly Anniversary Day, the Policy Value is equal to
the sum of the following:

a.   the Policy Value on the preceding day;
b.   any increase due to Net Investment Results in the value of the Subaccounts
     to which the Investment Amount is allocated;
c.   interest at not less than the 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; and
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.   any amount charged against the Investment Amount for federal or other
     governmental income taxes; and
i.   all Partial Surrender Charges deducted since the preceding day.

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

a.   the Monthly Charge for the first month;
b.   the Cost of Insurance for the first month; and
c.   any charges for extra benefits.

When the Monthly 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 of Insurance for
this Policy is equal to:

a.   the Death Benefit on the Monthly Anniversary Day;
<PAGE>

     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 provision.

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 the 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
attained age, sex, and rate 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
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. These rates are based on the mortality
tables 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 CHARGE. The Monthly Charge is the charge for this Policy plus the charge
for any riders. The Table of Monthly Charges for this Policy is shown on the
Policy Schedule.

Monthly Charges are computed separately for the initial Specified Amount and for
each subsequent increase in the Specified Amount. If We approve a requested
increase in the Specified Amount, additional Monthly Charges will apply to this
Policy. We will send an additional Table of Monthly Charges to the Owner.

PERCENT OF PREMIUM CHARGE. The Guaranteed Maximum Percent of Premium Charge used
to determine the Net Premium is shown on the Policy Schedule. We may use a 
Percent of Premium Charge which is less than the Guaranteed Maximum Percent of 
Premium Charge.

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 applicable Surrender Charges.

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

Surrender Charges are computed separately for the initial Specified Amount and
for each subsequent increase in the Specified Amount, If We approve a requested
increase in the Specified Amount, additional Surrender Charges will apply to
this Policy, We will send an additional 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 Charge for
the next month, this Policy will terminate subject to the Grace Period
provision.

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
Policy Date should equal the General Account Guaranteed Interest Rate shown on
the Policy Schedule, with premiums and benefits determined accordingly under the
terms of this Policy, then the resulting Cash Surrender Value will never be less
than the minimum cash surrender value calculated according to the Standard
Non-forfeiture Law using the General Account Guaranteed
Interest Rate and using:

a.   the 1980 Commissioners Standard Ordinary Mortality Table, Age Last
     Birthday, 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

<PAGE>


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 acceptable 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 the Home Office. 

Partial Surrender Charges that are the result of decreases in the Specified
Amount are described in the Changes in Amount of Insurance Coverage provision.

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 Charges are 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 Charges are 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 acceptable to Us.

An amount equal to the Withdrawal Charge will be deducted from each withdrawal
amount and the balance paid to the Owner. During any year in which the Surrender
Charges are greater than zero, the Withdrawal Charge will be equal to the
greater of

a.   the Minimum Withdrawal Charge shown on the Policy Schedule; or
b.   the withdrawal amount times the Percent of With- drawal Charge shown on the
     Policy Schedule.

The excess, if any, of the Withdrawal Charge over the Minimum Withdrawal Charge
may not exceed the Surrender Charge and will reduce the Surrender Charge by the
amount of any such excess.

During any year in which the Surrender Charges are equal to zero, the Withdrawal
Charge will be the Minimum Withdrawal Charge. 

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 I or by any other method requested
by the Owner and acceptable to Us. If the Death Benefit coverage is Type 1, the
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 provision. No withdrawal will be allowed if
the resulting 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 the Home Office.


                                        LOANS

CASH LOANS. While this Policy is in force, We will grant a loan against this
Policy provided:

a.   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 the 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 of all policy loans plus loan interest equals or
exceeds the Cash Surrender Value, this Policy will terminate, 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. Interest is payable annually in advance. Interest
which is not paid when due will be added to the loan and will bear interest at
the same rate as the loan.

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. Subject to the provisions of this Policy, the Death Benefit
coverage at any time prior to the Maturity Date 


<PAGE>


will be either Type 1 or Type 2 as defined below.

Type 1.   Basic Coverage. If the Specified Amount includes the Policy Value, as
          shown on the Policy Schedule, the Death Benefit at any time will equal
          the Specified Amount.


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

The 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
          attained age as of            will decrease
          the beginning of the          proportionally
          contract year of:             for each full year:
         
          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
Death Benefit coverage. The request must be in writing on a form acceptable to
Us. The change will be effective on the first Monthly Anniversary Day concurrent
with or next following the day We receive the request. No change in the type of
Death Benefit coverage will be allowed if the resulting Specified Amount would
be less than the Minimum Specified Amount shown on the Policy Schedule. The
Specified Amount will be changed as follows:

a.   If the change is from Type I to Type 2, the Specified Amount after such
     change will be equal to:
     1.   the Specified Amount prior to such change; minus
     2.   the Policy Value on the date of change.
b.   If the change is from Type 2 to Type 1, the Speci- fied Amount after such
     change will be equal to:

     1.   the Specified Amount prior to such change; plus
     2.   the Policy Value on the date of change.

CHANGES IN AMOUNT OF INSURANCE COVERAGE. The 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 acceptable to Us.

Any decrease will become effective on the date described in the Effective Date
of Coverage provision. Any such decrease will reduce insurance in the following
order:

a.   against the insurance segment provided by the most recent increase;
b.   against the insurance segments provided by the next most recent increases
     successively; and
c.   against the insurance segment provided under the original application.

Any decrease will be subject to the deduction of Partial Surrender Charges from
the Policy Value. The Partial Surrender Charge deducted for each insurance
segment will be equal to:

a.   the Surrender Charge shown on that insurance segment's Policy Schedule as
     of the date of the decrease; multiplied by
b.   the amount of the decrease applicable to that insurance segment; divided by
c.   the original amount of that insurance segment.

The total Partial Surrender Charge deducted as of the date of the decrease will
be equal to the sum of the Partial Surrender charges for each insurance segment.

Following the date of the decrease, the Surrender Charges will be reduced. The
Surrender Charges remaining for each insurance segment will be equal to:

a.   the Surrender Charges shown on that insurance segment's Policy Schedule
     following the date of the decrease; multiplied by
b.   the amount of insurance remaining in effect for that insurance segment
     immediately following the most recent decrease; divided by
c.   the original amount of that insurance segment.

Following the date of the decrease, the total Surrender Charges remaining will
be equal to the sum of the Surrender Charges remaining for each insurance
segment.

Decreases will be allowed only to the extent that the Policy Value equals or
exceeds the sum of all Partial Surrender Charges to be deducted as a result of
the decrease. We may limit the amount of any decrease that would result in this
Policy becoming disqualified as life insurance under Section 7702 of the
Internal Revenue Code of 1986, as amended. The Specified Amount after any
requested decrease may not be less than the Minimum Specified Amount shown on
the Policy Schedule.

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 next Monthly Charge, and the additional Surrender
     Charges due to such increase.


<PAGE>


Any increase will become effective on the date described in the Effective Date
of Coverage provision.

APPLICATION FOR ADDITIONAL INSURANCE. Additional insurance on the lives 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
Charge. The new insurance will be provided by rider and will become effective on
the date described in the Effective Date of Coverage provision.


                                       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 paid in one sum unless otherwise
provided. Interest will be paid on this amount from date of death or Maturity
Date to the 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 the
date of payment may be applied to any Payment Option.

CLAIMS OF CREDITORS. To the extent allowed by law, the 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 Payment Option We offer on the
Option Date. The Option Date is any date this Policy terminates under the
Termination provision. When Proceeds become payable under a Payment Option, a
Payment Contract will be issued to the payee in exchange for this Policy.


<PAGE>

                   Flexible Premium Variable Life Insurance Policy
                Flexible Premiums Payable Until Death or Maturity Date
                               Adjustable Death Benefit
                Death Benefit Payable at Death Prior to Maturity Date
                  Net Cash Surrender Value Payable at 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>
Law Division
- --------------------------------------------------------------------------------
1300 South Clinton Street
P.C. Box 1110
Fort Wayne. Indiana 46801
Fax: 219-455-5135
Writer's Direct Dial



     219-455-3018

     JUNE 17, 1994


    The Lincoln National Life Insurance Company 
    1300 South Clinton Street 
    P.O. Box 1110 
    Fort Wayne, IN 46801
    
     Re:  Lincoln Life Flexible Premium Variable Life Account K, a 
          Segregated Account of The Lincoln National Life Insurance Company - 
          Registration Under the Securities Act of 1933 on Form S-6.
    
     Ladies and Gentlemen:
    
     I have made such examination of law and have examined such records and
     documents as I have deemed necessary to render the opinion expressed below.
    
     I am of the opinion that upon acceptance by Lincoln Life Flexible Premium
     Variable Life Account K (the "Fund"), a segregated account of The Lincoln
     National Life Insurance Company (LNL), of contributions from a person 
     pursuant to an insurance policy issued in accordance with the prospectus
     contained in the registration statement on Form S-6, and upon compliance 
     with applicable law, such person will have a legally issued interest in his
     or her individual account with the Fund, and the securities issued will
     represent binding obligations of LNL.
    
     I consent to the filing of this opinion as an exhibit to the Fund's
     Pre-Effective Amendment No. I to the Registration Statement on Form S-6.
    
                                                       Very truly yours,



                                                       Jeremy Sachs
                                                       General Counsel

     JS/ryj 
     VION12LB



<PAGE>


April 15, 1998


Gentlemen:

This Opinion is furnished in connection with the filing of Post-Effective
Amendment #4 to Registration #33-76432 for the Lincoln Life Flexible Premium
Variable Life Account K.  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 # 4 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. 4 to the Registration 
Statement (Form S-6 No. 33-76432) and the related Statement of Additional 
Information appearing therein and pertaining to Lincoln Life Flexible Premium
Variable Life Account K, 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 K.

                                       /s/ Ernst & Young LLP


Fort Wayne, Indiana
April 22, 1998



<PAGE>

June 10, 1994


                     THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

           DESCRIPTION OF ISSUANCE, TRANSFER AND REDEMPTION PROCEDURES FOR
                LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT K
                         Pursuant to Rule 6e-3(T)(b)(12)(iii)
                           And to Rule 6e-3(T)(b)(13)(v)(B)

This document describes the administrative procedures to be used by The Lincoln
National Life Insurance Company ("Lincoln Life") in the issuance of its 
flexible premium variable life policy ("Policylt"), the transfer of assets held
thereunder, and the redemption by Owners of their interests in the Policy.

I.  UNDERWRITING AND ISSUE

      A.  Application Process

Purchase of the Policy normally begins with the application process.
In this process, the applicant completes and signs an application that
has been filed and approved by the State Insurance Department. The
application contains questions on the identity and health of the
proposed insured, as well as other information used in the
underwriting and issue process. The application is also signed by the
agent, who is a licensed representative of Lincoln Life. In some
circumstances involving groups of individuals related by association,
employer, or some other affiliation, a shortened form of the
application may be used; such form contains fewer questions and the
underwriting is either done on a "simplified issue" or a "guaranteed
issue" basis.

The application may be submitted to Lincoln Life with or without a
premium payment (there are restrictions as to the maximum Specified
Amount that may be applied for when premium is accepted with the
application). When premium is accepted with the application, a
Conditional Receipt is given to the applicant.

      B.  Underwriting Process

The underwriting process consists of a thorough review of the
information contained in the application. In addition to this
information, the underwriting procedures establish certain other
underwriting requirements that must be met for various age and
Specified Amount combinations. Such additional requirements would
include any or all of such items as follows: inspection reports (by
telephone or in person), Medical Information Bureau reports, Attending
Physician Statements, Motor Vehicle Reports, and various levels of
physical examination by paramedical or medical personnel. The
underwriting process results in an evaluation by the underwriter of
the nature and degree of mortality risk associated with the proposed
insured. The underwriter assigns a classification ranging from
"preferred" to "declined," depending on the health, avocations and
other criteria of the proposed insured. Table ratings and temporary or
flat extra...premiums are used when appropriate. Insureds are also
classified on the basis of their tobacco use.

     C. Issue Process

The issue process consists of "building" the policy on the computer
system that issues and administers the Policy, as well as the printing
and assembling of the policy itself. The underwriting class assigned
by the underwriter is reflected in the Cost of Insurance Charges used
in the policy. The policy reflects the Specified Amount, beneficiary,
and other relevant information contained on the application. The
policy is normally delivered by the agent to the applicant or owner;
if no premium was accepted with the application, the premium is
normally collected when the policy is delivered. In cases where the
premium is to be paid by the proceeds of a surrender of an existing
life insurance policy, the proceeds are normally paid directly to
Lincoln Life by the other insurance company.

The minimum Specified Amount that may be issued is $50,000; there is no stated
maximum Specified Amount allowable. Issue ages for the primary
insured may be from 0 to 80 inclusive.

     D.  Increases in specified Amount

The owner may apply for increases to the Specified Amount. The underwriting and
issue processes for such increases are analagous to those used for new issues,
except that if sufficient net cash surrender value exists in the policy to fund
the new surrender charges and monthly deductions associated with the increase,
no additional premium will be required for the increase.

     E.  Reinstatements

Policies that lapse due to insufficient premium payments or insufficient policy
value may be reinstated within 5 years of the date of lapse. An application
similar to that required for new issue is required and the proposed insured must
qualify for the same underwriting class as originally issued. Premiums
sufficient to make the next two Death Benefit Guarantee Monthly Premiums (if the
net cash surrender value is negative) or else the next two monthly deductions
are required to reinstate the Policy. The period from lapse to reinstatement 
becomes a period of noncoverage.

II.  PREMIUM PROCESSING

     A.  Initial Premium

Premiums may be paid annually, semi-annually, quarterly, or monthly
Automatic Bank Check. The minimum initial premium required to place the Policy
in force is the first modal premium (annual, semiannual, quarterly) or, for
Automatic Bank Check policies, the Death Benefit Guarantee Monthly Premium
(Minimum Premium) for the first two months of coverage. (The
Minimum Premium is based on the age, sex, classification, Specified Amount, and
number and amounts of any riders on the Policy. State insurance laws
may prohibit unfair discrimination among insureds but recognize that
premiums may be based upon factors such as age, sex, health, and
occupation.) Subject to the Minimum Premium requirements for the first
policy year and subject to Federal maximum premium limitations, premiums are
flexible and may be paid at any time and in any amount.


                                      1
<PAGE>


Initial premiums are paid: 1) with the application, or 2) upon delivery of the
policy, or 3) by proceeds of surrender of a policy issued by another company.
All net premiums received prior to the Record Date (generally a date within
three business days of the later of the date the last requirement is received or
the date of underwriting approval) are allocated to the General Account as of
the later of the Policy Date or the date the premium is received. Interest is
credited to policy values from the date of allocation to the General Account
until the Record Date; the day after the Record Date, the value in the General
Account is reallocated to each of the funds and the General Account according to
the instructions of the individual (contained in the application or a supplement
to the application or any other suitable form). In cases where the initial
premium is received later than the Policy Date, the amount credited to the
General Account is net of Monthly Deductions (Cost of Insurance and Monthly
Charge) for monthly anniversaries preceding the date of receipt.

     B.  Minimum Premiums/Planned Periodic Premiums

The owner must pay sufficient premium to keep the Policy in force at all times.
During the first policy year, the Minimum Premium must be paid each month.
During the second and third policy year, payment of the Minimum Premium is
required only if the net cash surrender value is negative or if the owner wishes
to keep the Death Benefit Guarantee (the guarantee that the Policy will stay in
force despite negative cash surrender value). After the third policy year, the
owner must maintain sufficient net cash surrender value to meet monthly
deductions; whenever net cash surrender value is insufficient to meet those
deductions, the policy will enter into a 61 day grace period. During the grace
period, the owner must make a premium payment sufficient for two months, monthly
deductions, or the Policy will lapse at the end of the grace period.

Each owner also elects a planned periodic premium to be paid on a regular basis,
e.g. quarterly; the planned premium is the amount normally billed periodically.
The owner is not required to pay the planned premium as such and may pay greater
or smaller amounts at any time, subject to minimum and maximum limitations. The
planned periodic premium may be changed at any time by written request of the
owner. Planned premiums received prior to the Record Date are allocated to the
General Account in the same fashion as the initial premium; premiums received
after the Record Date are allocated to the General Account and each of the funds
according to the most recent allocation instructions provided by the owner.

     C.  Loan Repayments

Whenever a loan is outstanding on the Policy, the owner may make payments to
reduce the outstanding balance of the loan. The payments reduce the outstanding
loan balance by the amount of the loan repayment plus any unearned interest on
that amount. The total amount of loan reduction is immediately allocated to the
General Account and the funds according to the most recent premium allocation
instructions provided by the owner.



                                      2
<PAGE>


     D.  Unscheduled Payments

Unscheduled payments are payments that are received by Lincoln Life but do not
match the planned periodic premium billed to the owner. If such payments are
designated as premium payments, they are allocated in the same fashion as
planned premiums. If the payments are not designated as premium payments, they
are first applied to repay any outstanding loan on the Policy and any excess is
then applied as an unscheduled premium.

     E.  Excess Premiums

Excess premiums can occur when a premium payment causes total premiums paid to
exceed the maximum Federal premium limitation under section 7702 of the Internal
Revenue Code of 1986, as amended. Also, when the owner has given Lincoln Life
instructions not to allow the Policy to become a Modified Endowment Contract
under section 7702(A) of the IRC of 1986, as amended, excess premiums can result
when a premium payment causes total premiums paid to exceed the 7-pay
limitation. In either case, Lincoln Life allocates as much premium as possible
to the Policy; any excess is then applied first to the repayment of any
outstanding loan on the Policy, and any further excess is refunded to the owner.
An exception occurs when premiums in excess of the 7-pay limitation or in excess
of the maximum Federal premium limitation are received within 15 days of the
policy anniversary and the owner has instructed Lincoln Life to hold the premium
until it may be paid into the policy on the next policy anniversary.


III.  Redemptions

     A.  Surrenders

The owner may surrender the Policy in whole or in part at any time. Partial
surrenders are accomplished by requesting in writing a reduction in the
Specified Amount of the Policy; such reduction will result in partial Surrender
Charges being deducted from Policy Value. The deduction will be made from the
General Account and the funds in proportion to the value in each account. The
partial Surrender Charge consists of the Contingent Deferred Sales Charge and
the Contingent Deferred Administrative Charge. The remaining Surrender Charge is
reduced by the amount of this deduction from Policy Value. In determining the
amount of the Surrender Charge, decreases are allocated first to the most recent
increase, then to the next most recent increase, and so forth.

Full surrender is accomplished by requesting full surrender in writing on a form
suitable to Lincoln Life and results in the full Surrender Charge being deducted
from surrender proceeds. The full value in the General Account and each of the
funds is deducted from each account and the Surrender Charge is deducted from
the total of those amounts; the remaining net cash surrender value is paid to
the owner. For surrenders in the first two policy years, a calculation is
performed to determine whether any excess sales load has been deducted in the
surrender process; if so, the excess sales load is added to the amount of
surrender proceeds otherwise calculated and the total is paid to the owner.


                                     3

<PAGE>

      B.  Lapse

If the owner fails to make required premium payments and the 61 day grace period
expires, the policy will lapse. In this case, the surrender Charge and any due
and unpaid monthly deductions are deducted from the Policy Value. The full value
in the General Account and each of the subaccounts is deducted from each account
and the Surrender Charge and other amounts due are deducted from the total of
those amounts. For lapses in the first two policy years, a calculation is
performed to determine whether any excess sales load has been deducted in the
lapse process; if so, the excess sales load is refunded to the owner.

     C.  Withdrawals

After the first policy year, the owner may make withdrawals from the Policy
Value once per policy year. The maximum withdrawal is 20% of the net cash
surrender value for each policy year when the Surrender Charge is greater than
zero; however, as a current practice, the 20% limitation is not enforced for
policy years following the tenth policy anniversary. The amount withdrawn is
subject to withdrawal charges (see below). The total amount of the withdrawal is
deducted from the General Account and each of the funds in proportion to the
value in each account, unless the owner has given special instructions to deduct
the amount in some other fashion and Lincoln Life has agreed to do so.

At any time that the Surrender Charge is greater than zero, withdrawals incur a
withdrawal charge which is currently 3% of the withdrawn amount; at other times,
the withdrawal charge is currently $10. The withdrawal charge is guaranteed not
to exceed the greater of $25 or 5% of the withdrawn amount when the Surrender
Charge is greater than zero, and guaranteed not to exceed $25 at other times.
The withdrawal charge consists of a processing fee and a possible early
withdrawal penalty. The processing fee is currently $10 (guaranteed not to
exceed $25) and the balance of the withdrawal charge (if any) constitutes the
early withdrawal penalty. The remaining Surrender Charge is reduced by the
amount of any early withdrawal penalty.

Withdrawals may affect the death benefit under the Policy. If the death benefit
option is type 1, any withdrawal reduces the Specified Amount by an equal
amount. In contrast, if the death benefit option is type 2, withdrawals do not
affect the Specified Amount. If the policy value is such that the death benefit
is determined by using one of the IRC-required percentages, any withdrawal may
reduce the death benefit by as much as the applicable percentage times the
amount of the withdrawal.

     D.  Loans

At any time, the owner may borrow amounts up to the total net cash surrender
value. Any amount borrowed bears interest of 6.0% in advance (6.38% annual
effective rate) and is credited a current interest rate no less than 4.0%.
Interest may be paid in cash or added to the loan, in which case the total
loaned amount is charged and credited interest as described above. The
total amount loaned is transfered from the General Account and each of the
funds in proportion to the value in each account, unless the owner has given
special instructions to deduct the amount in some other fashion and Lincoln
Life has agreed to do so; the amount of the loan is paid to the owner and
the amount of the loan reduces the net cash surrender value.



                                     4

<PAGE>



     E.  Death Benefits

The Policy provides for the payment of the Death Benefit as defined in the
policy form upon the death of the insured. Two death benefit types are
available: type 1 pays the specified amount of the policy and type 2 pays the
specified amount of the policy plus the policy value. Under each death benefit
type, the actual death benefit may be larger if required under section 7702 of
the Internal Revenue Code of 1986, as amended. Death   benefit proceeds are
reduced by the amount of any outstanding loan.

The exact amount of the death benefit is determined as of the date of the
insured's death. Effective that day, the policy value in the General   Account
and each of the funds is valued and the results are used in the calculation of
the actual death benefit. Interest is paid on the death benefit from the date of
death until actual payment to the beneficiaries.

     F.  Accelerated Death Benefits

The owner may elect to attach the Accelerated Death Benefit Rider to the Policy.
If benefit claims occur under this rider, a lien is placed against the Policy
equal in amount to the benefit paid (increased with interest in arrears until
the date of death). The payment of the benefit has no effect on the policy
value in the General Account and in each of the funds. When the death benefit
is calculated, the amount of the lien (plus interest) is deducted from the
death proceeds under the terms of the rider.

III.  Refund Procedures

     A.  Declines and Not-Taken-Outs

In cases where the application is declined by Lincoln Life or the policy is
Not-Taken-Out by the owner, all monies received are refunded to the owner
without interest; such monies would not have been invested in any of the
underlying funds, so no investment experience is possible.

     B.  Free Look Procedures

The Policy contains a Free Look provision that allows the owner to cancel the
Policy and receive a full refund of premiums paid. The Free Look period extends
to the latest of: 10 days from receipt of the Policy, 45 days from the signing
of Part 1 of the application, or 10 days from the mailing or personal delivery
of the Notice of Withdrawal Right. Where state insurance regulations so require,
the Free Look period may be extended to meet such requirements. If the owner
exercises the Free Look privilege, all policy value is removed from the General
Account and each of the funds and the full amount of all premiums paid is
refunded, without interest or investment experience.

     C.  Suicide

The Policy contains a suicide provision that limits Lincoln Life's liability if
the insured commits suicide within two years of the issue of the Policy and
again within two years of any reinstatement or any increase in Specified Amount.
If it is determined that the insured committed suicide within two


                                     5

<PAGE>



years of initial policy issue, all policy value is removed from the General
Account and each of the funds and an amount (without interest or investment
experience) equal to the following is paid to the owner or beneficiary: all
premiums paid, minus any policy loan, plus any unearned loan interest, minus any
prior withdrawals, and minus the cost of any riders. Similarly, if suicide
occurs within two years of any reinstatement, an amount similarly calculated
(except that only premiums paid since the date of reinstatement are refunded)
is paid. If suicide occurs within two years of any increase in specified
Amount (and after two years from policy issue), the death benefit for the
original Specified Amount is processed normally and any Cost of Insurance
Deductions made for the increased Specified Amount are added to the death
benefit proceeds (the death benefit of the increased Specified Amount is not
paid).

     D.  Incontestibility

The Policy contains a Contestibility provision that allows Lincoln Life to
contest the validity of the Policy based on representations made in the
application, any supplement to the application, or any application for increase
in Specified Amount or any reinstatement application.

     E.  Incorrect Age or Sex

If there is a mistake in the age or sex of the insured that is determined, while
the insured is still living, the age and sex are corrected and an adjustment is
made to the policy values accordingly. If the mistake is determined in the
process of settling the death claim, the death benefit is adjusted to that
amount that would be purchased by the most recent cost of insurance at the
correct age and sex.

IV.  Transfers

      A.  Transfers From the General Account to the Separate Account

The owner may request to transfer amounts from the General Account to the
Separate Account at any time. The maximum amount transferrable from the General
Account is 20% of the policy value in the General Account in any twelve
consecutive months. However, this limitation is currently waived for the first
six policy months. Amounts transferred from the General Account are paid into
each of the funds according to the instructions of the owner. Telephone
transfers are permitted if the owner has completed the necessary telephone
transfer authorization form and correctly identifies himself (based on
information contained in the authorization form) prior to making the transfer
request. Transfers may be made by other persons who can provide the required
authorization information. Transfers are subject to a transfer charge of as much
as $10; under current practice, the transfer charge is $0.

      B.  Transfers Between Funds and From the Separate Account to the General
          Account

The owner may request to transfer amounts between the funds or from the Separate
Account to the General Account. A maximum of twelve~transfers is permitted per
year (including transfers from the General Account to the



                                     6
<PAGE>



Separate Account). Amounts transferred between funds are redeemed from one fund
and purchased into the requested fund as of the day the request is received.
Telephone transfers are permitted, as described in the preceding section.

     C.  Transfer Privilege Under Rule 6e-3(T)(b)(v)(B)

At any time in the life of the Policy, the owner may transfer 100% of the value
in the funds to the General Account. By so doing, the owner  effectively
eliminates the investment risks associated with the underlying funds and causes
the Policy to benefit from a guaranteed minimum interest crediting rate of 4%.
Accordingly, the death benefit and policy values of  the Policy will no longer
depend on the investment experience of the  Separate Account. On the date of
transfer of all values to the General Account, the death benefit,
net-amount-at-risk, and policy values require no special adjustments.


                                      7






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