N-4/A 1 n4a1.htm n4a1.htm
As filed with the Securities and Exchange Commission on December 6, 2016
1933 Act Registration No. 333-214235
1940 Act Registration No. 811-08517
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM N-4
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
PRE-EFFECTIVE AMENDMENT NO. 1
 
And
 
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
 
AMENDMENT NO. 540
 
Lincoln Life Variable Annuity Account N
(Exact Name of Registrant)
 
Lincoln Core IncomeSM Variable Annuity
 
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
(Name of Depositor)
 
1300 South Clinton Street
Post Office Box 1110
Fort Wayne, Indiana 46801
(Address of Depositor’s Principal Executive Offices)
 
Depositor’s Telephone Number, Including Area Code: (260) 455-2000
 
Kirkland L. Hicks, Esquire
The Lincoln National Life Insurance Company
1300 South Clinton Street
Post Office Box 1110
Fort Wayne, IN 46801
(Name and Address of Agent for Service)
 
Copy to:
 
Mary Jo Ardington, Esquire
The Lincoln National Life Insurance Company
1300 S. Clinton Street
Fort Wayne, IN 46801
 
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of the Registration Statement.
 
Title of Securities being registered:
Interests in a separate account under individual flexible
payment deferred variable annuity contracts.
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) shall determine.

 
 

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK
 
Lincoln Life Variable Annuity Account N
Lincoln New York Account N for Variable Annuities
 

Rate Sheet Prospectus Supplement dated ____, 2016

This Rate Sheet Prospectus Supplement (“Rate Sheet”) applies to purchasers of Lincoln Core Income Variable Annuity between __________ and _________, 2017.  This supplement is for informational purposes and requires no action on your part.


This Rate Sheet provides the Core Income Benefit percentage, the Cost of Living Adjustment (COLA) percentage, the Account Value percentage, the Account Value Withdrawal percentage, and Reduction percentages that we are currently offering.  This Rate Sheet will replace and supersede any previously issued Rate Sheet(s), and must be retained with the current prospectus.
 
For new contractowners, the current Rate Sheet will be included with the prospectus.  You can also obtain the most current Rate Sheet by contacting your financial professional, or online at LincolnFinancial.com.  This Rate Sheet has been filed with the Securities and Exchange Commission.

 
The rates below apply for applications signed between _______ and _________ 2017. The rates may be different than those listed below for applications signed after __________ 2017.
 
 
Core Income Benefit Percentage
 
The initial Core Income Payment amount is calculated at the time the contract is issued and is equal to a percentage of the initial Purchase Payment, which is listed below.  The Core Income Benefit Percentage will also be applied to additional Purchase Payments.  The current Core Income Benefit Percentage is:
 

Single Life Option
Joint Life Option
4%
4%
 
COLA Percentage
 
The Core Income Payment will automatically increase each year by a Cost of Living Adjustment (COLA) beginning on the first Benefit Year anniversary.  The current COLA percentage is:
 
2%
 
Account Value Percentage
 
The Account Value Percentage is used to determine the Core Income Payment amount at the time of the first withdrawal on or after age 60 (your age or spouse’s age if younger), if this provides a higher Core Income Payment.  The current Account Value Percentage is:
 

Single Life Option
Joint Life Option
4%
4%
 

Account Value Withdrawal Percentage
 

The Account Value Withdrawal Percentage is used to determine what amount may be withdrawn, if any, in excess of the Core Income Payment.

Single Life Option
Joint Life Option
4%
4%
 

 

Core Income Payment Reduction Percentage for Ages 60-64
 
The Reduction Percentage is applied to the Core Income Payment if a withdrawal occurs once you (or the younger spouse if applicable) are age 60, but less than age 65.
 
Single Life Option
Joint Life Option
25%
25%
 
 
Death of First Measuring Life Reduction to Core Income Payment
 
 
The Death of First Measuring Life Reduction Percentage is applied to the Core Income Payment upon the first death under the Joint Life Option. The current Death of First Measuring Life Reduction to Core Income Payment Percentage is:
 
25%

In order to receive the rates indicated in this Rate Sheet, your application must be signed and dated on or before the last day of the effective period noted above. We must receive your application in Good Order within 10 days from the date you sign your application, and the annuity must be funded within 60 calendar days.  Additional paperwork may be required if these conditions are not met and you still wish to purchase the annuity in order to receive the applicable rates in effect at that time. 



 
 
 

 


The information in this prospectus is not complete and may be changed. We may not sell these securities
until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.
Lincoln Core IncomeSM Variable Annuity
Individual Variable Annuity Contracts
Lincoln Life Variable Annuity Account N
XX XX, 2016


Home Office:
The Lincoln National Life Insurance Company
1300 South Clinton Street
Fort Wayne, IN 46802
www.LincolnFinancial.com
1-888-868-2583

This prospectus describes an individual flexible premium deferred variable
annuity contract that is issued by The Lincoln National Life Insurance Company
(Lincoln Life or Company). This contract can be purchased as either a
nonqualified annuity or qualified retirement annuity under Sections 408 (IRAs)
and 408A (Roth IRAs) of the tax code. Generally, you do not pay federal income
tax on the contract's growth until it is paid out. You receive tax deferral for
an IRA whether or not the funds are invested in an annuity contract. Further,
if your contract is a Roth IRA, you generally will not pay income tax on a
distribution, provided certain conditions are met. Therefore, there should be
reasons other than tax deferral for purchasing a qualified annuity contract.

The contract is designed to accumulate Contract Value and to provide income
over a certain period of time, or for life, subject to certain conditions. This
contract also offers a Death Benefit payable upon the death of the
Contractowner or Annuitant. This prospectus is used by both new purchasers and
current Contractowners.

The state in which your contract is issued will govern whether or not certain
features, riders, restrictions, limitations, charges and fees will apply to
your contract. All material state variations are discussed in this prospectus,
however, non-material variations may not be discussed. You should refer to your
contract regarding state-specific features. Please contact the Home Office or
your financial professional regarding availability.

The minimum initial Purchase Payment for the contract is $25,000. Additional
Purchase Payments, subject to certain restrictions, may be made to the contract
and must be at least $100 per payment ($25 if transmitted electronically), and
at least $300 annually.

You should carefully consider whether or not this contract is the best product
for you.

All Purchase Payments for benefits on a variable basis will be placed in
Lincoln Life Variable Annuity Account N (Variable Annuity Account [VAA]). The
VAA is a segregated investment account of Lincoln Life. You take all the
investment risk on the Contract Value and the retirement income for amounts
placed into one or more of the contract's variable options ("Subaccounts"),
which, in turn, invest in corresponding underlying funds. If the Subaccounts
you select make money, your Contract Value goes up; if they lose money, it goes
down. How much it goes up or down depends on the performance of the Subaccounts
you select. We do not guarantee how any of the Subaccounts or their funds will
perform. Also, neither the U.S. Government nor any federal agency insures or
guarantees your investment in the contract. The contracts are not bank deposits
and are not endorsed by any bank or government agency.

The available funds are listed below:

Lincoln Variable Insurance Products Trust:

     Lincoln iShares (Reg. TM) Fixed Income Allocation Fund
     Lincoln iShares (Reg. TM) Global Moderate Allocation Fund
     Lincoln iShares (Reg. TM) U.S. Moderate Allocation Fund

This prospectus gives you information about the contract that you should know
before you decide to buy a contract and make Purchase Payments. You should also
review the prospectuses for the funds and keep all prospectuses for future
reference.

Neither the SEC nor any state securities commission has approved this contract
or determined that this prospectus is accurate or complete. Any representation
to the contrary is a criminal offense.

More information about the contract is in the current Statement of Additional
Information (SAI), dated the same date as this prospectus. The SAI is
incorporated by reference into this prospectus and is legally part of this
prospectus. For a free copy of the SAI, write: The Lincoln National Life
Insurance Company, PO Box 2348, Fort Wayne, IN 46801-2348, or call
1-888-868-2583. The SAI and other information about Lincoln Life and the VAA
are also available on the SEC's website (http://www.sec.gov). There is a table
of contents for the SAI on the last page of this prospectus.


                                                                               1
<PAGE>

Table of Contents




Item                                                                                        Page

Special Terms                                                                                3
Expense Tables                                                                               5
Summary of Common Questions                                                                  7
The Lincoln National Life Insurance Company                                                  8
Variable Annuity Account (VAA)                                                               9
Investments of the Variable Annuity Account                                                 10
Charges and Other Deductions                                                                11
The Contracts                                                                               13
 Purchase Payments                                                                          14
 Transfers On or Before the Annuity Commencement Date                                       15
 Surrenders and Withdrawals                                                                 18
 Death Benefit                                                                              19
Core Income Benefit                                                                         21
i4LIFE (Reg. TM) Advantage                                                                  24
Annuity Payouts                                                                             28
Distribution of the Contracts                                                               31
Federal Tax Matters                                                                         32
Additional Information                                                                      37
 Voting Rights                                                                              37
 Return Privilege                                                                           38
 State Regulation                                                                           38
 Records and Reports                                                                        38
 Cyber Security                                                                             38
Legal Proceedings                                                                           39
Contents of the Statement of Additional Information (SAI) for Lincoln Life Variable         40
  Annuity Account N



2
<PAGE>

Special Terms
In this prospectus, the following terms have the indicated meanings:

Access Period-Under i4LIFE (Reg. TM) Advantage, a defined period of time during
which we make Regular Income Payments to you while you still have access to
your Account Value. This means that you may make withdrawals, surrender the
contract, and have a Death Benefit.

Account or Variable Annuity Account (VAA)-The segregated investment account,
Account N, into which we set aside and invest the assets for the variable side
of the contract offered in this prospectus.

Account Value-Under i4LIFE (Reg. TM) Advantage, the initial Account Value is
the Contract Value on the Valuation Date that i4LIFE (Reg. TM) Advantage is
effective, less any applicable premium taxes. During the Access Period, the
Account Value on a Valuation Date equals the total value of all of the
Contractowner's Accumulation Units, reduced by Regular Income Payments and
withdrawals.

Accumulation Unit-A measure used to calculate Contract Value for the variable
side of the contract before the Annuity Commencement Date and to calculate the
i4LIFE (Reg. TM) Advantage Account Value during the Access Period.

Annuitant-The person upon whose life the annuity benefit payments are based,
and upon whose death a Death Benefit may be paid.

Annuity Commencement Date-The Valuation Date when funds are withdrawn or
converted into Annuity Units for payment of retirement income benefits under
the Annuity Payout option you select (other than i4LIFE (Reg. TM) Advantage).

Annuity Payout-A regularly scheduled variable payment (under any of the
available annuity options) that occurs after the Annuity Commencement Date (or
Periodic Income Commencement Date if i4LIFE (Reg. TM) Advantage has been
elected).

Annuity Unit-A measure used to calculate the amount of Annuity Payouts after
the Annuity Commencement Date.

Beneficiary-The person you choose to receive any Death Benefit paid if you die
before the Annuity Commencement Date.

Benefit Year-Under Core Income Benefit, the 12-month period starting with the
effective date of the rider and starting with each anniversary of the rider
effective date after that.

Contractowner (you, your, owner)-The person who can exercise the rights within
the contract (decides on investment allocations, transfers, payout option,
designates the Beneficiary, etc.). Usually, but not always, the Contractowner
is the Annuitant.

Contract Value (may be referred to as Account Value in marketing materials)-At
any given time before the Annuity Commencement Date, the total value of all
Accumulation Units of a contract.

Contract Year-Each 12-month period starting with the effective date of the
contract and starting with each contract anniversary after that.

Core Income Payment-Under the Core Income Benefit, the guaranteed periodic
withdrawal amount available from the contract each Benefit Year for life.

Core Income Payment Annuity Payout Option-Under the Core Income Benefit, a
payout option in which the Contractowner (and surviving spouse if applicable)
will receive annual annuity payments equal to the Core Income Payment amount
for life.

Cost of Living Adjustment (COLA)-Under the Core Income Benefit, the automatic,
annual increase to the Core Income Payment.

Death Benefit-Before the Annuity Commencement Date, the amount payable to your
designated Beneficiary if the Contractowner dies. As an alternative, the
Contractowner may receive a Death Benefit on the death of the Annuitant prior
to the Annuity Commencement Date.

Excess Withdrawals-Amounts withdrawn during a Benefit Year, as specified for
the Core Income Benefit, which decrease or eliminate the guarantees under the
rider.

Fee-Based Financial Plan-A wrap account, managed account or other investment
program whereby an investment firm/

professional offers asset allocation and/or investment advice for a fee. Such
programs can be offered by broker-dealers, banks and registered investment
advisers, trust companies and other firms. Under this arrangement, the
Contractowner pays the investment firm/professional directly for services.


Good Order-The actual receipt at our Home Office of the requested transaction
in writing or by other means we accept, along with all information and
supporting legal documentation necessary to effect the transaction. The forms
we provide will identify the necessary documentation. We may, in our sole
discretion, determine whether any particular transaction request is in Good
Order, and we reserve the right to change or waive any Good Order requirements
at any time.

Lifetime Income Period-Under i4LIFE (Reg. TM) Advantage, the period of time
following the Access Period during which we make Regular Income Payments to you
(and Secondary Life, if applicable) for the rest of your life. During the
Lifetime Income Period, you will no longer have access to your Account Value or
receive a Death Benefit.

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

Periodic Income Commencement Date-The Valuation Date on which the amount of
i4LIFE (Reg. TM) Advantage Regular Income Payments are determined.


                                                                               3
<PAGE>

Purchase Payments-Amounts paid into the contract.


Rate Sheet-A prospectus supplement, that will be filed periodically, where we
declare the current Core Income Payment percentages, the effective period, Cost
of Living Adjustment (COLA) percentages, Account Value percentage, Account
Value withdrawal percentage, and percentage reductions to the Core Income
Benefit as applicable.


Regular Income Payments-The variable, periodic income payments paid under
i4LIFE (Reg. TM) Advantage.

Secondary Life-Under Core Income Benefit or i4LIFE (Reg. TM) Advantage, the
person designated by the Contractowner upon whose life the annuity payments
will also be contingent.

Selling Group Individuals-A Contractowner who meets one of the following
criteria at the time of the contract purchase and who purchases the contract
without the assistance of a registered representative under contract with us:
 o   Employees and registered representatives of any member of the selling
     group (broker-dealers who have selling agreements with us for the products
     described in this prospectus) and their spouses and minor children.
 o   Officers, directors, trustees or bona-fide full-time employees and their
     spouses and minor children of Lincoln Financial Group or any of the
     investment advisers of the funds currently being offered, or their
     affiliated or managed companies.

Subaccount-Each portion of the VAA that reflects investments in Accumulation
and Annuity Units of a class of a particular fund available under the
contracts. There is a separate Subaccount which corresponds to each class of a
fund.

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

Valuation Period-The period starting at the close of trading (normally 4:00
p.m. New York time) on each day that the NYSE is open for trading (Valuation
Date) and ending at the close of such trading on the next Valuation Date.


4
<PAGE>

Expense Tables
The following tables describe the fees and expenses that you will pay when
buying, owning, and surrendering the contract.

The first table describes the fees and expenses that you will pay at the time
that you buy the contract, surrender the contract, or transfer Contract Value
between investment options. State premium taxes may also be deducted. The
premium tax rates range from zero to 5%.

                       CONTRACTOWNER TRANSACTION EXPENSES





Accumulation Phase:
There are no sales charges, deferred sales charges, or surrender charges associated with
  this contract.



The following tables describe the fees and expenses that you will pay
periodically during the time that you own the contract, not including fund fees
and expenses.

                                    TABLE A






Annual Account Fee:1......................................................................     $    50
Separate Account Annual Expenses (as a percentage of average daily assets in the
  Subaccounts):
Product Charge2
  Guarantee of Principal Death Benefit:...................................................        0.75%
  Account Value Death Benefit.............................................................        0.55%



                                                         Joint
                                           Single Life       Life
Core Income Benefit:3
  Guaranteed Maximum Charge............       1.50%         1.50%
  Current Initial Annual Charge........       0.85%         0.85%



1 During the accumulation phase, the account fee will be deducted from your
  Contract Value on each contract anniversary, or upon the surrender of the
  contract. The account fee will be waived if your Contract Value is $50,000
  or more on the contract anniversary (or day of surrender).


2 The product charge consists of a mortality and expense risk charge and an
  administrative charge. The product charge rate is 0.55% on and after the
  Annuity Commencement Date.


3 As an annualized percentage of the greater of the Contract Value on the
  Valuation Date the charge is deducted or the sum of all Purchase Payments as
  adjusted for Excess Withdrawals. This charge is deducted from the Contract
  Value on a quarterly basis.




                                OPTIONAL TABLE B






i4LIFE (Reg. TM) Advantage:1
  Guarantee of Principal Death Benefit........    1.15%
  Account Value Death Benefit.................    0.95%




1 As an annualized percentage of average Account Value, computed daily. This
  charge is assessed only on and after the effective date of i4LIFE (Reg. TM)
  Advantage. See Charges and Other Deductions - i4LIFE (Reg. TM) Advantage
  Charge for further information. These charges continue during the Access
  Period. The i4LIFE (Reg. TM) Advantage charge rate is reduced to 0.95%
  during the Lifetime Income Period.





                                                                               5
<PAGE>

The next item shows the minimum and maximum total annual operating expenses
charged by the funds that you may pay
periodically during the time that you own the contract. The expenses are for
the year ended December 31, 2015. More detail concerning each fund's fees and
expenses is contained in the prospectus for each fund.





                                                                             Minimum   Maximum
                                                                            --------- --------

      Total Annual Fund Operating Expenses (expenses that are deducted from
       fund assets, including management fees, distribution and/or service
       (12b-1) fees, and other expenses)...................................  0.43%     0.60%
      Total Annual Fund Operating Expenses (after contractual waivers/
       reimbursements*)....................................................  0.28%     0.31%




*     Some of the funds have entered into contractual waiver or reimbursement
      arrangements that may reduce fund management and other fees and/or
      expenses during the period of the arrangement. These arrangements vary in
      length, but no arrangement will terminate before April 30, 2018.



The following table shows the expenses charged by each fund for the year ended
  December 31, 2015:
(as a percentage of each fund's average net assets):





                                                                                Management         12b-1 Fees
                                                                                Fees (before       (before any
                                                                                any waivers/       waivers/
                                                                                reimburse-         reimburse-
                                                                                ments)         +   ments)

Lincoln iShares (Reg. TM) Fixed Income Allocation Fund - Standard Class(1)          0.25%             0.00%
Lincoln iShares (Reg. TM) Global Moderate Allocation Fund - Standard Class(1)       0.25%             0.00%
Lincoln iShares (Reg. TM) U.S. Moderate Allocation Fund - Standard Class(1)         0.25%             0.00%




                                                                                    Other                            Total
                                                                                    Expenses                         Expenses
                                                                                    (before any       Acquired       (before any
                                                                                    waivers/          Fund           waivers/
                                                                                    reimburse-        Fees and       reimburse-
                                                                                +   ments)        +   Expenses   =   ments)

Lincoln iShares (Reg. TM) Fixed Income Allocation Fund - Standard Class(1)             0.22%            0.13%           0.60%
Lincoln iShares (Reg. TM) Global Moderate Allocation Fund - Standard Class(1)          0.07%            0.11%           0.43%
Lincoln iShares (Reg. TM) U.S. Moderate Allocation Fund - Standard Class(1)            0.09%            0.10%           0.44%




                                                                                              Total
                                                                                Total         Expenses
                                                                                Contractual   (after
                                                                                waivers/      Contractual
                                                                                reimburse-    waivers/
                                                                                ments         reimburse-
                                                                                (if any)      ments)

Lincoln iShares (Reg. TM) Fixed Income Allocation Fund - Standard Class(1)         -0.32%        0.28%
Lincoln iShares (Reg. TM) Global Moderate Allocation Fund - Standard Class(1)      -0.12%        0.31%
Lincoln iShares (Reg. TM) U.S. Moderate Allocation Fund - Standard Class(1)        -0.15%        0.29%




(1)   Other expenses based on estimates for the current fiscal year. AFFE based
on estimates of the current year.


Certain underlying funds have reserved the right to impose fees when fund
shares are redeemed within a specified period of time of purchase ("redemption
fees") which are not reflected in the table above. As of the date of this
prospectus, none have done so. See The Contracts - Market Timing for a
discussion of redemption fees.


For information concerning compensation paid for the sale of the contracts, see
Distribution of the Contracts.


EXAMPLES


The following Example is intended to help you compare the cost of investing in
the contract with the cost of investing in other variable annuity contracts.
These costs include Contractowner transaction expenses, separate account annual
expenses, and fund fees and expenses. The Example has been calculated using the
fees and expenses of the funds prior to the application of any contractual
waivers and/or reimbursements.

The Example assumes that you invest $10,000 in the contract for the time
periods indicated. The Example also assumes that your investment has a 5%
return each year, the maximum fees and expenses of any of the funds, and that
the Guarantee of Principal Death Benefit and the Core Income Benefit at the
guaranteed maximum charge are in effect. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:


1) If you surrender your contract at the end of the applicable time period:




 1 year      3 years      5 years      10 years
--------    ---------    ---------    ---------

   $XX         $XX          $XX          $XX


2) If you annuitize or do not surrender your contract at the end of the
applicable time period:




 1 year      3 years      5 years      10 years
--------    ---------    ---------    ---------

   $XX         $XX          $XX          $XX


For more information, see Charges and Other Deductions in this prospectus, and
the prospectuses for the funds. Premium taxes may also apply, although they do
not appear in the examples. Different fees and expenses not reflected in the
examples may be imposed during a period in which Annuity Payouts are made. See
The Contracts - Annuity Payouts. These examples should not be considered a
representation of past or future expenses. Actual expenses may be more or less
than those shown.


6
<PAGE>

Summary of Common Questions
What kind of contract am I buying? This contract is an individual deferred
flexible premium variable annuity contract between you and Lincoln Life. This
contract and certain riders, benefits, service features and enhancements may
not be available in all states, and the charges may vary in certain states. All
material state variations are discussed in this prospectus, however,
non-material variations may not be discussed. You should refer to your contract
regarding state-specific features. Please contact the Home Office or your
financial professional regarding their availability.


Who can purchase this contract? This contract is issued as part of a Fee-Based
Financial Plan. A Fee-Based Financial Plan generally refers to a wrap account,
managed account or other investment program whereby an investment
firm/professional offers asset allocation and/or investment advice for a fee.
Such programs can be offered by broker-dealers, banks and registered investment
advisers, trust companies and other firms. Under this arrangement, the
Contractowner pays the investment firm/professional directly for services.


What is the Variable Annuity Account (VAA)? It is a separate account we
established under Indiana insurance law, and registered with the SEC as a unit
investment trust. VAA assets are allocated to one or more Subaccounts,
according to your investment choices. VAA assets are not chargeable with
liabilities arising out of any other business which we may conduct. See
Variable Annuity Account.

What are my investment choices? You may allocate your Purchase Payments to the
VAA. Based upon your instruction for Purchase Payments, the VAA applies your
Purchase Payments to one or more of the Subaccounts, which, in turn, invest in
a corresponding underlying fund. Each fund holds a portfolio of securities
consistent with its investment policy. See Investments of the Variable Annuity
Account - Description of the Funds.

Who invests the money? The investment adviser for the funds is Lincoln
Investment Advisors Corporation. See Investments of the Variable Annuity
Account - Description of the Funds.

How does the contract work? If we approve your application, we will send you a
contract. When you make Purchase Payments during the accumulation phase, you
buy Accumulation Units. Guaranteed, periodic withdrawals are available for life
under the Core Income Benefit. If you decide to receive an Annuity Payout, your
Accumulation Units are converted to Annuity Units. Your Annuity Payouts will be
based on the number of Annuity Units you receive and the value of each Annuity
Unit on payout days. See The Contracts.


What charges do I pay under the contract? We apply a product charge to the
daily net asset value of the VAA for the Account Value and Guarantee of
Principal Death Benefits. The product charge consists of a mortality and
expense risk charge and an administrative charge. The charges for any rider
applicable to your contract will also be deducted from your Contract Value (or
Account Value if i4LIFE (Reg. TM) Advantage is elected). See Charges and Other
Deductions.


We will deduct any applicable premium tax from Purchase Payments or Contract
Value, unless the governmental entity dictates otherwise, at the time the tax
is incurred or at another time we choose.

See Expense Tables and Charges and Other Deductions for information regarding
additional fees and expenses that may be incurred.

The funds' investment management fees, expenses and expense limitations, if
applicable, are more fully described in the prospectuses for the funds.

Charges may also be imposed during the regular income or Annuity Payout period,
including i4LIFE (Reg. TM) Advantage, if elected. See The Contracts and Annuity
Payouts.

For information about the compensation we pay for sales of contracts, see The
Contracts - Distribution of the Contracts.

What Purchase Payments do I make, and how often? Your Purchase Payments are
completely flexible, subject to minimum and maximum Purchase Payment amounts.
For more information, see The Contracts - Purchase Payments.

Am I limited in the amount of Purchase Payments I can make into the contract?
Yes, Purchase Payments totaling $2 million or more are subject to Home Office
approval. This amount takes into consideration the total Purchase Payments for
all variable annuity contracts issued by the Company (or its affiliates)
(excluding Lincoln Investor Advantage (Reg. TM) contracts) for the same
Contractowner, joint owner, and/or Annuitant. Upon providing advance written
notice, we reserve the right to further limit, restrict, or suspend Purchase
Payments made to the contract.

After the first anniversary of the Core Income Benefit effective date,
additional Purchase Payments will be limited to $50,000 per Benefit Year. State
variations may apply. Please contact the Home Office or your financial
professional. If you elect i4LIFE (Reg. TM) Advantage, no additional Purchase
Payments will be allowed after the Periodic Income Commencement Date for
nonqualified contracts. For more information about these restrictions and
limitations, see The Contracts - Purchase Payments.

How will my Annuity Payouts be calculated? If you decide to annuitize, you may
select an annuity option and start receiving variable Annuity Payouts from your
contract. See Annuity Payouts - Annuity Options. Remember that participants in
the VAA benefit from any gain, and take a risk of any loss, in the value of the
securities in the funds' portfolios, which would decrease the amount applied to
any payout option and the related payments.


                                                                               7
<PAGE>

What happens if I die before I annuitize? The Death Benefit may be paid upon
the death of either the Contractowner or the Annuitant. Upon the death of the
Contractowner, your Beneficiary will receive Death Benefit proceeds based upon
the Death Benefit in effect. Your Beneficiary has options as to how the Death
Benefit is paid. In the alternative, upon the death of the Annuitant the
Contractowner may choose to receive a Death Benefit. See The Contracts - Death
Benefit.

What happens if I die on or after the Annuity Commencement Date? Once you reach
the Annuity Commencement Date, any applicable Death Benefit will terminate.


What is Core Income Benefit? Core Income Benefit is a rider that provides
guaranteed periodic withdrawals called Core Income Payments based on a
percentage of Purchase Payments. The Core Income Payment will automatically
increase after the first year by a Cost of Living Adjustment (COLA) as well as
by a percentage of additional Purchase Payments. The Core Income Payment will
be decreased by Excess Withdrawals. Withdrawals may be made up to the Core
Income Payment amount as long as the Core Income Payment is greater than zero.
The Core Income Benefit must be purchased at the time the contract is issued.
There is an additional charge for this rider. See Charges and Other Deductions
- Rider Charges - Core Income Benefit Charge.


What is i4LIFE (Reg. TM) Advantage? i4LIFE (Reg. TM) Advantage is an Annuity
Payout option, available for purchase at an additional charge, that provides
periodic variable lifetime income payments. During the Access Period, you have
access to your Account Value, which means you have a Death Benefit and may
surrender the contract or make withdrawals. The charge is imposed only during
the i4LIFE (Reg. TM) Advantage payout phase.

May I surrender the contract or make a withdrawal? Yes, subject to contract
requirements and to the restrictions of any qualified retirement plan for which
the contract was purchased. A portion of surrender or withdrawal proceeds may
be taxable. In addition, if you decide to take a distribution before age 591/2,
a 10% Internal Revenue Service (IRS) additional tax may apply. A surrender or a
withdrawal also may be subject to 20% withholding. See The Contracts -
Surrenders and Withdrawals, Charges and Other Deductions and Federal Tax
Matters.

Do I get a free look at this contract? Yes. You can cancel the contract within
ten days (in some states longer) of the date you first receive the contract.
You need to return the contract, postage prepaid, to our Home Office. In most
states you assume the risk of any market drop on Purchase Payments you allocate
to the variable side of the contract. See Return Privilege.

Where may I find more information about Accumulation Unit values? Since no
sales of this product occurred before the date of this prospectus, financial
information for the Subaccounts is not included in this prospectus or in the
SAI.



Investment Results
At times, the VAA may compare its investment results to various unmanaged
indices or other variable annuities in reports to shareholders, sales
literature and advertisements. The results will be calculated on a total return
basis for various periods. Total returns include the reinvestment of all
distributions, which are reflected in changes in unit value.

The annual performance of the Subaccounts is based on past performance and does
not indicate or represent future performance.



The Lincoln National Life Insurance Company
The Lincoln National Life Insurance Company (Lincoln Life or Company),
organized in 1905, is an Indiana-domiciled insurance company, engaged primarily
in the direct issuance of life insurance contracts and annuities. Lincoln Life
is wholly owned by Lincoln National Corporation (LNC), a publicly held
insurance and financial services holding company incorporated in Indiana.
Lincoln Life is obligated to pay all amounts promised to Contractowners under
the contracts.

Any guarantees under the contract that exceed your Contract Value, such as
those associated with Death Benefit options and Core Income Benefit are paid
from our general account (not the VAA). Therefore, any amounts that we may pay
under the contract in excess of Contract Value are subject to our financial
strength and claims-paying ability and our long-term ability to make such
payments. With respect to the issuance of the contracts, Lincoln Life does not
file periodic financial reports with the SEC pursuant to the exemption for life
insurance companies provided under Rule 12h-7 of the Securities Exchange Act of
1934.

We issue other types of insurance policies and financial products as well. In
addition to any amounts we are obligated to pay in excess of Contract Value
under the contracts, we also pay our obligations under these products from our
assets in the general account. Moreover, unlike assets held in the VAA, the
assets of the general account are subject to the general liabilities of the
Company and, therefore, to the Company's general creditors. In the event of an
insolvency or receivership, payments we make from our general account to
satisfy claims under the contract would generally receive the same priority as
our other Contractowner obligations.

The general account is not segregated or insulated from the claims of the
insurance company's creditors. Investors look to the financial strength of the
insurance companies for these insurance guarantees. Therefore, guarantees
provided by the insurance


8
<PAGE>

company as to benefits promised in the prospectus are subject to the claims
paying ability of the insurance company and are subject to the risk that the
insurance company may not be able to cover or may default on its obligations
under those guarantees.

Our Financial Condition. Among the laws and regulations applicable to us as an
insurance company are those which regulate the investments we can make with
assets held in our general account. In general, those laws and regulations
determine the amount and type of investments which we can make with general
account assets.

In addition, state insurance regulations require that insurance companies
calculate and establish on their financial statements, a specified amount of
reserves in order to meet the contractual obligations to pay the claims of our
Contractowners. In order to meet our claims-paying obligations, we regularly
monitor our reserves to ensure we hold sufficient amounts to cover actual or
expected contract and claims payments. However, it is important to note that
there is no guarantee that we will always be able to meet our claims paying
obligations, and that there are risks to purchasing any insurance product.

State insurance regulators also require insurance companies to maintain a
minimum amount of capital in excess of liabilities, which acts as a cushion in
the event that the insurer suffers a financial impairment, based on the
inherent risks in the insurer's operations. These risks include those
associated with losses that we may incur as the result of defaults on the
payment of interest or principal on assets held in our general account, which
include bonds, mortgages, general real estate investments, and stocks, as well
as the loss in value of these investments resulting from a loss in their market
value.

How to Obtain More Information. We encourage both existing and prospective
Contractowners to read and understand our financial statements. We prepare our
financial statements on both a statutory basis and according to Generally
Accepted Accounting Principles (GAAP). Our audited GAAP financial statements,
as well as the financial statements of the VAA, are located in the SAI. If you
would like a free copy of the SAI, please write to us at: PO Box 2348, Fort
Wayne, IN 46801-2348, or call 1-888-868-2583. In addition, the Statement of
Additional Information is available on the SEC's website at http://www.sec.gov.
You may obtain our audited statutory financial statements and any unaudited
statutory financial statements that may be available by visiting our website at
www.LincolnFinancial.com.

You also will find on our website information on ratings assigned to us by one
or more independent rating organizations. These ratings are opinions of an
operating insurance company's financial capacity to meet the obligations of its
insurance and annuity contracts based on its financial strength and/or
claims-paying ability. Additional information about rating agencies is included
in the SAI.

Lincoln Financial Group is the marketing name for Lincoln National Corporation
(NYSE:LNC) and its affiliates. Through its affiliates, Lincoln Financial Group
offers annuities, life, group life and disability insurance, 401(k) and 403(b)
plans, and comprehensive financial planning and advisory services.



Variable Annuity Account (VAA)
On November 3, 1997, the VAA was established as an insurance company separate
account under Indiana law. It is registered with the SEC as a unit investment
trust under the provisions of the Investment Company Act of 1940 (1940 Act).
The VAA is a segregated investment account, meaning that its assets may not be
charged with liabilities resulting from any other business that we may conduct.
Income, gains and losses, whether realized or not, from assets allocated to the
VAA are, in accordance with the applicable annuity contracts, credited to or
charged against the VAA. They are credited or charged without regard to any
other income, gains or losses of Lincoln Life. We are the issuer of the
contracts and the obligations set forth in the contract, other than those of
the Contractowner, are ours. The VAA satisfies the definition of a separate
account under the federal securities laws. We do not guarantee the investment
performance of the VAA. Any investment gain or loss depends on the investment
performance of the funds. You assume the full investment risk for all amounts
allocated to the VAA.

The VAA is used to support other annuity contracts offered by us in addition to
the contracts described in this prospectus. The other annuity contracts
supported by the VAA generally invest in the same funds as the contracts
described in this prospectus. These other annuity contracts may have different
charges that could affect the performance of their Subaccounts, and they offer
different benefits.



Financial Statements
The December 31, 2015 financial statements of the VAA and the December 31, 2015
consolidated financial statements of Lincoln Life are located in the SAI. If
you would like a free copy of the SAI, complete and mail the request on the
last page of this prospectus, or call 1-888-868-2583.


                                                                               9
<PAGE>

Investments of the Variable Annuity Account
You decide the Subaccount(s) to which you allocate Purchase Payments. There is
a separate Subaccount which corresponds to each class of each fund. You may
change your allocation without penalty or charges. Shares of the funds will be
sold at net asset value with no initial sales charge to the VAA in order to
fund the contracts. The funds are required to redeem fund shares at net asset
value upon our request.


Investment Advisers

As compensation for its services to the funds, each investment adviser for each
fund receives a fee from the funds which is accrued daily and paid monthly.
This fee is based on the net assets of each fund, as defined in the
prospectuses for the funds.


Certain Payments We Receive with Regard to the Funds

We (and/or our affiliates) incur expenses in promoting, marketing, and
administering the contracts and the underlying funds. With respect to a fund,
including affiliated funds, the adviser and/or distributor, or an affiliate
thereof, may make payments to us (or an affiliate) for certain services we
provide on behalf of the funds. Such services include, but are not limited to,
recordkeeping; aggregating and processing purchase and redemption orders;
providing Contractowners with statements showing their positions within the
funds; processing dividend payments; providing subaccounting services for
shares held by Contractowners; and forwarding shareholder communications, such
as proxies, shareholder reports, dividend and tax notices, and printing and
delivering prospectuses and updates to Contractowners. It is anticipated that
such payments will be based on a percentage of assets of the particular fund
attributable to the contracts along with certain other variable contracts
issued or administered by us (or an affiliate). These percentages are
negotiated and vary with each fund. Some advisers and/or distributors may pay
us significantly more than other advisers and/or distributors and the amount we
receive may be substantial. These percentages currently range up to XX%. We (or
our affiliates) may profit from these payments. These payments may be derived,
in whole or in part, from the investment advisory fee deducted from fund
assets. Contractowners, through their indirect investment in the funds, bear
the costs of these investment advisory fees (see the funds' prospectuses for
more information). Additionally, a fund's adviser and/or distributor or its
affiliates may provide us with certain services that assist us in the
distribution of the contracts and may pay us and/or certain affiliates amounts
for marketing programs and sales support, as well as amounts to participate in
training and sales meetings.


Description of the Funds

Each of the Subaccounts of the VAA is invested solely in shares of one of the
funds available under the contract. Each fund may be subject to certain
investment policies and restrictions which may not be changed without a
majority vote of shareholders of that fund.

We select the funds offered through the contract based on several factors,
including, without limitation, asset class coverage, the strength of the
manager's reputation and tenure, brand recognition, performance, the capability
and qualification of each sponsoring investment firm, and whether the fund is
affiliated with us. Another factor we consider during the initial selection
process is whether the fund or an affiliate of the fund will make payments to
us or our affiliates. We review each fund periodically after it is selected. We
reserve the right to remove a fund or restrict allocation of additional
Purchase Payments to a fund if we determine the fund no longer meets one or
more of the factors and/or if the fund has not attracted significant
Contractowner assets. Finally, when we develop a variable annuity product in
cooperation with a fund family or distributor (e.g., a "private label"
product), we generally will include funds based on recommendations made by the
fund family or distributor, whose selection criteria may differ from our
selection criteria.

Certain funds offered as part of this contract have similar investment
objectives and policies to other portfolios managed by the adviser. The
investment results of the funds, however, may be higher or lower than the other
portfolios that are managed by the adviser or sub-adviser. There can be no
assurance, and no representation is made, that the investment results of any of
the funds will be comparable to the investment results of any other portfolio
managed by the adviser or sub-adviser, if applicable.


Certain funds invest their assets in other funds. As a result, you will pay
fees and expenses at both fund levels. This will reduce your investment return.
These arrangements are referred to as funds of funds, which may have higher
expenses than funds that invest directly in debt or equity securities. An
advisor affiliated with us manages the available funds of funds.


Following are brief summaries of the fund descriptions. More detailed
information may be obtained from the current prospectus for each fund. You
should read each fund prospectus carefully before investing. Prospectuses for
each fund are available by contacting us. In addition, if you receive a summary
prospectus for a fund, you may obtain a full statutory prospectus by referring
to the contact information for the fund company on the cover page of the
summary prospectus. Please be advised that there is no assurance that any of
the funds will achieve their stated objectives.


Lincoln Variable Insurance Products Trust, advised by Lincoln Investment
Advisors Corporation.


     oLincoln iShares (Reg. TM) Fixed Income Allocation Fund (Standard Class):
Maximize total return; a fund of funds.

     oLincoln iShares (Reg. TM) Global Moderate Allocation Fund (Standard
Class): Long-term capital appreciation; a fund of funds.


10
<PAGE>


     oLincoln iShares (Reg. TM) U.S. Moderate Allocation Fund (Standard Class):
Long-term capital appreciation; a fund of funds.



Fund Shares

We will purchase shares of the funds at net asset value and direct them to the
appropriate Subaccounts of the VAA. We will redeem sufficient shares of the
appropriate funds to pay Annuity Payouts, Death Benefits, surrender/withdrawal
proceeds or for other purposes described in the contract. If you want to
transfer all or part of your investment from one Subaccount to another, we may
redeem shares held in the first Subaccount and purchase shares of the other.
Redeemed shares are retired, but they may be reissued later.

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

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

The funds currently engage in mixed and shared funding. Therefore, due to
differences in redemption rates or tax treatment, or other considerations, the
interest of various Contractowners participating in a fund could conflict. Each
of the fund's Board of Directors will monitor for the existence of any material
conflicts, and determine what action, if any, should be taken. The funds do not
foresee any disadvantage to Contractowners arising out of mixed or shared
funding. If such a conflict were to occur, one of the separate accounts might
withdraw its investment in a fund. This might force a fund to sell portfolio
securities at disadvantageous prices. See the prospectuses for the funds.


Reinvestment of Dividends and Capital Gain Distributions

All dividends and capital gain distributions of the funds are automatically
reinvested in shares of the distributing funds at their net asset value on the
date of distribution. Dividends are not paid out to Contractowners as
additional units, but are reflected as changes in unit values.


Addition, Deletion or Substitution of Investments

We reserve the right, within the law, to make certain changes to the structure
and operation of the VAA at our discretion and without your consent. We may
add, delete, or substitute funds for all Contractowners or only for certain
classes of Contractowners. New or substitute funds may have different fees and
expenses, and may only be offered to certain classes of Contractowners.

Substitutions may be made with respect to existing investments or the
investment of future Purchase Payments, or both. We may close Subaccounts to
allocations of Purchase Payments or Contract Value, or both, at any time in our
sole discretion. The funds, which sell their shares to the Subaccounts pursuant
to participation agreements, also may terminate these agreements and
discontinue offering their shares to the Subaccounts. Substitutions might also
occur if shares of a fund should no longer be available, or if investment in
any fund's shares should become inappropriate, in the judgment of our
management, for the purposes of the contract, or for any other reason in our
sole discretion and, if required, after approval from the SEC.

We may also:
o remove, combine, or add Subaccounts and make the new Subaccounts available to
you at our discretion;
o transfer assets supporting the contracts from one Subaccount to another or
from the VAA to another separate account;
o combine the VAA with other separate accounts and/or create new separate
accounts;
o deregister the VAA under the 1940 Act; and
o operate the VAA as a management investment company under the 1940 Act or as
any other form permitted by law.

We may modify the provisions of the contracts to reflect changes to the
Subaccounts and the VAA and to comply with applicable law. We will not make any
changes without any necessary approval by the SEC. We will also provide you
written notice.



Charges and Other Deductions
We will deduct the charges described below to cover our costs and expenses,
services provided and risks assumed under the contracts. We incur certain costs
and expenses for the distribution and administration of the contracts and for
providing the benefits payable thereunder.

Our administrative services include:
o processing applications for and issuing the contracts;
o processing purchases and redemptions of fund shares as required (including
  automatic withdrawal services - See Additional Services and the SAI for more
  information on these programs);


                                                                              11
<PAGE>

o maintaining records;
o administering Annuity Payouts;
o furnishing accounting and valuation services (including the calculation and
monitoring of daily Subaccount values);
o reconciling and depositing cash receipts;
o providing contract confirmations;
o providing toll-free inquiry services; and
o furnishing telephone and other electronic surrenders, withdrawals and fund
transfer services.

The risks we assume include:
o the risk that lifetime payments to individuals from Core Income Benefit will
exceed the Contract Value;
o the risk that Death Benefits paid will exceed the actual Contract Value;
o the risk that Annuitants upon which Annuity Payouts are based live longer
  than we assumed when we calculated our guaranteed rates (these rates are
  incorporated in the contract and cannot be changed); and
o the risk that our costs in providing the services will exceed our revenues
from contract charges (which we cannot change).

The amount of a charge may not necessarily correspond to the costs associated
with providing the services or benefits indicated by the description of the
charge. Any remaining expenses will be paid from our general account which may
consist, among other things, of proceeds derived from product charges deducted
from the account. We may profit from one or more of the fees and charges
deducted under the contract. We may use these profits for any corporate
purpose, including financing the distribution of the contracts.


Deductions from the VAA

For the base contract, we apply to the average daily net asset value of the
Subaccounts a product charge which is equal to an annual rate of:





  Guarantee of Principal Death Benefit........   0.75%
  Account Value Death Benefit.................   0.55%



Account Fee

During the accumulation period, we will deduct an account fee of $50 from the
Contract Value on each contract anniversary to compensate us for the
administrative services provided to you; this $50 account fee will also be
deducted from the Contract Value upon surrender. This fee may be lower in
certain states, if required. The account fee will be waived for any contract
with a Contract Value that is equal to or greater than $50,000 on the contract
anniversary (or date of surrender). There is no account fee on contracts with
i4LIFE (Reg. TM) Advantage or contracts issued to Selling Group Individuals.


Rider Charges

A fee or expense may also be deducted in connection with any benefits added to
the contract by rider or endorsement. The deduction of a rider charge will be
noted on your quarterly statement.


Core Income Benefit Charge. While this rider is in effect, there is a charge
which is deducted quarterly. The current initial annual rider charge rate is
0.85% (0.2125% quarterly) for the single life option and 0.85% (0.2125%
quarterly) for the joint life option.


We will deduct this charge from the Contract Value on a quarterly basis, with
the first deduction occurring on the Valuation Date on or next following the
three-month anniversary of the rider effective date. The quarterly charge
equals the quarterly charge rate multiplied by the greater of the Contract
Value on the Valuation Date the charge is deducted, or the sum of all Purchase
Payments as adjusted for Excess Withdrawals (such result will never be less
than zero). Excess Withdrawals reduce the sum of all Purchase Payments in the
same proportion that withdrawals reduce the Contract Value.


The rider charge may increase annually on the Benefit Year anniversary at
Lincoln's sole discretion, up to the stated guaranteed maximum charge of 1.50%.
The first increase to the charge will not occur until after the earlier of: a)
5 years from the rider effective date, or b) the first Core Income Payment
withdrawal.


The rider charge will be discontinued upon the termination of the rider. A
portion of the rider charge, based on the number of days the rider was in
effect that quarter, will be deducted upon termination of the rider (surrender
of the contract) (except for death), or the election of an Annuity Payout
option, including i4LIFE (Reg. TM) Advantage. If the Contract Value is reduced
to zero while the Contractowner is receiving the Core Income Payment, no
further rider charge will be deducted.

i4LIFE (Reg. TM) Advantage Charge. While this rider is in effect, there is a
daily charge for i4LIFE (Reg. TM) Advantage that is based on your Account
Value. The initial Account Value is your Contract Value on the Valuation Date
i4LIFE (Reg. TM) Advantage becomes effective, less any applicable


12
<PAGE>

premium taxes. During the Access Period, your Account Value on a Valuation Date
equals the total value of all of the Contractowner's Accumulation Units, and
will be reduced by Regular Income Payments, as well as any withdrawals.


The annual i4LIFE (Reg. TM) Advantage charge rate during the Access Period is:
0.95% for the i4LIFE (Reg. TM) Advantage Account Value Death Benefit and 1.15%
for the i4LIFE (Reg. TM) Advantage Guarantee of Principal Death Benefit. During
the Lifetime Income Period, the rate for all Death Benefit options is 0.95%.
This rate consists of a mortality and expense risk charge and an administrative
charge. These charge rates replace the Separate Account Annual Expenses for the
base contract. i4LIFE (Reg. TM) Advantage and the charge will begin on the
Periodic Income Commencement Date which is the Valuation Date on which the
Regular Income Payment is determined and the beginning of the Access Period.
Refer to the i4LIFE (Reg. TM) Advantage section for explanations of the Account
Value, the Access Period, the Lifetime Income Period, and the Periodic Income
Commencement Date.



Deductions for Premium Taxes

Any premium tax or other tax levied by any governmental entity as a result of
the existence of the contracts or the VAA will be deducted from the Contract
Value, unless the governmental entity dictates otherwise, when incurred, or at
another time of our choosing.

The applicable premium tax rates that states and other governmental entities
impose on the purchase of an annuity are subject to change by legislation, by
administrative interpretation or by judicial action. These premium tax rates
generally depend upon the law of your state of residence. The tax rates range
from zero to 5%.


Other Charges and Deductions


We apply an annual product charge rate of 0.55% to the average daily net asset
value of the Subaccounts during the time you receive Annuity Payouts (except
for i4LIFE (Reg. TM) Advantage, which has a different charge), including
options that may be offered that do not have a life contingency and therefore
no mortality risk. This charge covers the expense risk and administrative
services listed previously in this prospectus. The expense risk is the risk
that our costs in providing the services will exceed our revenues from contract
charges.


There are additional deductions from and expenses paid out of the assets of the
underlying funds that are more fully described in the prospectuses for the
funds.


Additional Information

The charges described previously may be reduced or eliminated for any
particular contract. However, these reductions may be available only to the
extent that we anticipate lower distribution and/or administrative expenses, or
that we perform fewer sales or administrative services than those originally
contemplated in establishing the level of those charges, or when required by
law. Lower distribution and administrative expenses may be the result of
economies associated with:
o the use of mass enrollment procedures,
o the performance of administrative or sales functions by the employer,
o the use by an employer of automated techniques in submitting deposits or
  information related to deposits on behalf of its employees,
o the issue of a new Lincoln variable annuity contract with the proceeds from
  the surrender of an existing Lincoln variable annuity contract, if available
  in your state, or
o any other circumstances which reduce distribution or administrative expenses.

The exact amount of charges and fees applicable to a particular contract will
  be stated in that contract.



The Contracts

Purchase of Contracts
If you wish to purchase a contract, you may submit an application to our Home
Office or through a registered representative authorized by us. If you purchase
a contract in Florida or Nevada, you must apply for it through a registered
representative authorized by us. The completed application is sent to us and we
decide whether to accept or reject it. If the application is accepted, a
contract is prepared and executed by our legally authorized officers. The
contract is then sent to you either directly or through your financial
professional. See Distribution of the Contracts. The purchase of multiple
contracts with identical Contractowners, Annuitants and Beneficiaries will be
allowed only upon Home Office approval.

When a completed application and all other information necessary for processing
a purchase order is received in Good Order at our Home Office, an initial
Purchase Payment will be priced no later than two business days after we
receive the order. If you submit your application and/or initial Purchase
Payment to your registered representative, we will not begin processing your
purchase order until we receive the application and initial Purchase Payment
from your registered representative's broker-dealer. While attempting to finish


                                                                              13
<PAGE>

an incomplete application, we may hold the initial Purchase Payment for no more
than five business days unless we receive your consent to our retaining the
payment until the application is completed. If the incomplete application
cannot be completed within those five days and we have not received your
consent, you will be informed of the reasons, and the Purchase Payment will be
returned immediately. Once the application is complete, we will allocate your
initial Purchase Payment within two business days.


Who Can Invest

To apply for a contract, you must be of legal age in a state where the
contracts may be lawfully sold and also be eligible to participate in any of
the qualified and nonqualified plans for which the contracts are designed. At
the time of issue, the Contractowner, joint owner and Annuitant must be at
least age 50 and under age 81. To help the government fight the funding of
terrorism and money laundering activities, Federal law requires all financial
institutions to obtain, verify, and record information that identifies each
person who opens an account. When you open an account, we will ask for your
name, address, date of birth, and other information that will allow us to
identify you. We may also ask to see your driver's license, photo i.d. or other
identifying documents.

In accordance with money laundering laws and federal economic sanction policy,
the Company may be required in a given instance to reject a Purchase Payment
and/or freeze a Contractowner's account. This means we could refuse to honor
requests for transfers, withdrawals, surrenders or Death Benefits. Once frozen,
monies would be moved from the VAA to a segregated interest-bearing account
maintained for the Contractowner, and held in that account until instructions
are received from the appropriate regulator.

Do not purchase this contract if you plan to use it, or any of its riders, for
speculation, arbitrage, viatical arrangement, or other similar investment
scheme. The contract may not be resold, traded on any stock exchange, or sold
on any secondary market.

If you are purchasing the contract through a tax-favored arrangement, including
traditional IRAs and Roth IRAs, you should consider carefully the costs and
benefits of the contract (including annuity income benefits) before purchasing
the contract, since the tax-favored arrangement itself provides tax-deferred
growth.


Replacement of Existing Insurance


Careful consideration should be given prior to surrendering or withdrawing
money from an existing insurance contract to purchase a contract described in
this prospectus. Surrender charges may be imposed on your existing contract. A
representative from the Home Office, your financial professional or tax advisor
should be consulted prior to making an exchange. Cash surrenders from an
existing contract may be subject to tax and tax penalties.



Purchase Payments

You may make Purchase Payments to the contract at any time, prior to the
Annuity Commencement Date, subject to certain conditions. You are not required
to make any additional Purchase Payments after the initial Purchase Payment.
The minimum initial Purchase Payment is $25,000. The minimum for Selling Group
Individuals is $1,500. The minimum annual amount for additional Purchase
Payments is $300. Please contact the Home Office or your financial professional
about making additional Purchase Payments since the requirements of your state
may vary. The minimum payment to the contract at any one time must be at least
$100 ($25 if transmitted electronically). If a Purchase Payment is submitted
that does not meet the minimum amount, we will contact you to ask whether
additional money will be sent, or whether we should return the Purchase Payment
to you.

Purchase Payments totaling $2 million or more are subject to Home Office
approval. This amount takes into consideration the total Purchase Payments for
all variable annuity contracts issued by the Company (or its affiliates)
(excluding Lincoln Investor Advantage (Reg. TM) contracts) for the same
Contractowner, joint owner, and/or Annuitant. With Core Income Benefit, you are
subject to further restrictions in terms of your ability to make additional
Purchase Payments, as more fully described below. If you stop making Purchase
Payments, the contract will remain in force, however, we may terminate the
contract as allowed by your state's non-forfeiture law for individual deferred
annuities. We will not surrender your contract if you are receiving guaranteed
payments from us under Core Income Benefit. Purchase Payments may be made or,
if stopped, resumed at any time until the Annuity Commencement Date, the
surrender of the contract, or the death of the Contractowner, whichever comes
first. Upon advance written notice, we reserve the right to further limit,
restrict, or suspend Purchase Payments made to the contract.

After the first anniversary of the Core Income Benefit effective date,
additional Purchase Payments will be limited to $50,000 per Benefit Year as
long as the Core Income Benefit is in effect. If you elect i4LIFE (Reg. TM)
Advantage, no additional Purchase Payments will be allowed after the Periodic
Income Commencement Date for nonqualified contracts.

These restrictions and limitations mean that you will be limited in your
ability to increase your Contract Value (or Account Value under i4LIFE (Reg.
TM) Advantage) and/or increase the amount of any guaranteed benefit under the
Core Income Benefit by making additional Purchase Payments to the contract. You
should carefully consider these limitations and restrictions, and any other
limitations and restrictions of the contract, and how they may impact your
long-term investment plans, especially if you intend to increase Contract Value
by making additional Purchase Payments over a long period of time. Please
contact the Home Office or your financial professional for additional
information on these restrictions. State variations may apply.


14
<PAGE>

Valuation Date

Accumulation and Annuity Units will be valued once daily at the close of
trading (normally, 4:00 p.m., New York time) on each day the New York Stock
Exchange is open (Valuation Date). On any date other than a Valuation Date, the
Accumulation Unit value and the Annuity Unit value will not change.


Allocation of Purchase Payments

Purchase Payments allocated to the variable side of the contract are placed
into the VAA's Subaccounts, according to your instructions.

The minimum amount of any Purchase Payment which can be put into any one
Subaccount is $20.

If we receive your Purchase Payment from you or your broker-dealer in Good
Order at our Home Office prior to the close of the New York Stock Exchange
(normally 4:00 p.m., New York time), we will use the Accumulation Unit value
computed on that Valuation Date when processing your Purchase Payment. If we
receive your Purchase Payment in Good Order after market close, we will use the
Accumulation Unit value computed on the next Valuation Date. If you submit your
Purchase Payment to your registered representative, we will generally not begin
processing the Purchase Payment until we receive it from your representative's
broker-dealer. If your broker-dealer submits your Purchase Payment to us
through the Depository Trust and Clearing Corporation (DTCC) or, pursuant to
terms agreeable to us, uses a proprietary order placement system to submit your
Purchase Payment to us, and your Purchase Payment was placed with your
broker-dealer prior to market close, then we will use the Accumulation Unit
value computed on that Valuation Date when processing your Purchase Payment. If
your Purchase Payment was placed with your broker-dealer after market close
then we will use the Accumulation Unit value computed on the next Valuation
Date. There may be circumstances under which the New York Stock Exchange may
close early (prior to 4:00 p.m., New York time). In such instances, Purchase
Payments received after such early market close will be processed using the
Accumulation Unit value computed on the next Valuation Date.

If an underlying fund imposes restrictions with respect to the acceptance of
Purchase Payments or allocations, we reserve the right to reject an allocation
request at any time the underlying fund notifies us of such a restriction. We
will notify you if your allocation request is or becomes subject to such
restrictions.

The number of Accumulation Units determined in this way is not impacted by any
subsequent change in the value of an Accumulation Unit. However, the dollar
value of an Accumulation Unit will vary depending not only upon how well the
underlying fund's investments perform, but also upon the expenses of the VAA
and the underlying funds.


Valuation of Accumulation Units

Purchase Payments allocated to the VAA are converted into Accumulation Units.
This is done by dividing the amount allocated by the value of an Accumulation
Unit for the Valuation Period during which the Purchase Payments are allocated
to the VAA. The Accumulation Unit value for each Subaccount was or will be
established at the inception of the Subaccount. It may increase or decrease
from Valuation Period to Valuation Period. Accumulation Unit values are
affected by investment performance of the funds, fund expenses, and the
contract charges. The Accumulation Unit value for a Subaccount for a later
Valuation Period is determined as follows:

1. The total value of the fund shares held in the Subaccount is calculated by
  multiplying the number of fund shares owned by the Subaccount at the
  beginning of the Valuation Period by the net asset value per share of the
  fund at the end of the Valuation Period, and adding any dividend or other
  distribution of the fund if an ex-dividend date occurs during the Valuation
  Period; minus

2. The liabilities of the Subaccount at the end of the Valuation Period; these
  liabilities include daily charges imposed on the Subaccount, and may include
  a charge or credit with respect to any taxes paid or reserved for by us that
  we determine result from the operations of the VAA; and

3. The result is divided by the number of Subaccount units outstanding at the
beginning of the Valuation Period.

The daily charges imposed on a Subaccount for any Valuation Period are equal to
the daily product charge multiplied by the number of calendar days in the
Valuation Period. Contracts with different features have different daily
charges, and therefore, will have different corresponding Accumulation Unit
values on any given day. In certain circumstances (for example, when separate
account assets are less than $1,000), and when permitted by law, it may be
prudent for us to use a different standard industry method for this
calculation, called the Net Investment Factor method. We will achieve
substantially the same result using either method.


Transfers On or Before the Annuity Commencement Date

After the first 30 days from the effective date of your contract, you may
transfer all or a portion of your investment from one Subaccount to another. A
transfer among Subaccounts involves the surrender of Accumulation Units in one
Subaccount and the purchase of Accumulation Units in the other Subaccount. A
transfer will be done using the respective Accumulation Unit values determined
at the end of the Valuation Date on which the transfer request is received.


                                                                              15
<PAGE>

Transfers are limited to 12 per Contract Year unless otherwise authorized by
us. See Additional Services and the SAI for more information on these programs.
These transfer rights and restrictions also apply during the i4LIFE (Reg. TM)
Advantage Access Period (the time period during which you may make withdrawals
from the i4LIFE (Reg. TM) Advantage Account Value). See i4LIFE (Reg. TM)
Advantage.

The minimum amount which may be transferred between Subaccounts is $300 (or the
entire amount in the Subaccount, if less than $300). If the transfer from a
Subaccount would leave you with less than $300 in the Subaccount, we may
transfer the total balance of the Subaccount.

A transfer request may be made to our Home Office in writing, or by fax or
other electronic means. A transfer request may also be made by telephone
provided the appropriate authorization is on file with us. Our address,
telephone number, and Internet address are on the first page of this
prospectus. Requests for transfers will be processed on the Valuation Date that
they are received when they are received in Good Order at our Home Office
before the close of the New York Stock Exchange (normally 4:00 p.m., New York
time). If we receive a transfer request in Good Order after market close, we
will process the request using the Accumulation Unit value computed on the next
Valuation Date.

There may be circumstances under which the New York Stock Exchange may close
early (prior to 4:00 p.m., New York time). In such instances transfers received
after such early market close will be processed using the Accumulation Unit
value computed on the next Valuation Date.

We may defer or reject a transfer request that is subject to a restriction
imposed by an underlying fund.

Transfers may be delayed as permitted by the 1940 Act. See Delay of Payments.


Telephone and Electronic Transactions

A surrender, withdrawal, or transfer request may be made to our Home Office
using a fax or other electronic means. In addition, withdrawal and transfer
requests may be made by telephone, subject to certain restrictions. In order to
prevent unauthorized or fraudulent transfers, we may require certain
identifying information before we will act upon instructions. We may also
assign the Contractowner a Personal Identification Number (PIN) to serve as
identification. We will not be liable for following instructions we reasonably
believe are genuine. Telephone and other electronic requests will be recorded
and written confirmation of all transactions will be mailed to the
Contractowner on the next Valuation Date.

Please note that the telephone and/or electronic devices may not always be
available. Any telephone, fax machine or other electronic device, whether it is
yours, your service provider's, or your agent's, can experience outages or
slowdowns for a variety of reasons. These outages or slowdowns may delay or
prevent our processing of your request. Although we have taken precautions to
limit these problems, we cannot promise complete reliability under all
circumstances. If you are experiencing problems, you should make your request
by writing to our Home Office.


Market Timing

Frequent, large, or short-term transfers among Subaccounts, such as those
associated with "market timing" transactions, can affect the funds and their
investment returns. Such transfers may dilute the value of the fund shares,
interfere with the efficient management of the fund's portfolio, and increase
brokerage and administrative costs of the funds. As an effort to protect our
Contractowners and the funds from potentially harmful trading activity, we
utilize certain market timing policies and procedures (the "Market Timing
Procedures"). Our Market Timing Procedures are designed to detect and prevent
such transfer activity among the Subaccounts that may affect other
Contractowners or fund shareholders.

In addition, the funds may have adopted their own policies and procedures with
respect to frequent purchases and redemptions of their respective shares. The
prospectuses for the funds describe any such policies and procedures, which may
be more or less restrictive than the frequent trading policies and procedures
of other funds and the Market Timing Procedures we have adopted to discourage
frequent transfers among Subaccounts. While we reserve the right to enforce
these policies and procedures, Contractowners and other persons with interests
under the contracts should be aware that we may not have the contractual
authority or the operational capacity to apply the frequent trading policies
and procedures of the funds. However, under SEC rules, we are required to: (1)
enter into a written agreement with each fund or its principal underwriter that
obligates us to provide to the fund promptly upon request certain information
about the trading activity of individual Contractowners, and (2) execute
instructions from the fund to restrict or prohibit further purchases or
transfers by specific Contractowners who violate the excessive trading policies
established by the fund.

You should be aware that the purchase and redemption orders received by the
funds generally are "omnibus" orders from intermediaries such as retirement
plans or separate accounts funding variable insurance contracts. The omnibus
orders reflect the aggregation and netting of multiple orders from individual
retirement plan participants and/or individual owners of variable insurance
contracts. The omnibus nature of these orders may limit the funds' ability to
apply their respective disruptive trading policies and procedures. We cannot
guarantee that the funds (and thus our Contractowners) will not be harmed by
transfer activity relating to the retirement


16
<PAGE>

plans and/or other insurance companies that may invest in the funds. In
addition, if a fund believes that an omnibus order we submit may reflect one or
more transfer requests from Contractowners engaged in disruptive trading
activity, the fund may reject the entire omnibus order.

Our Market Timing Procedures detect potential "market timers" by examining the
number of transfers made by Contractowners within given periods of time. In
addition, managers of the funds might contact us if they believe or suspect
that there is market timing. If requested by a fund company, we may vary our
Market Timing Procedures from Subaccount to Subaccount to comply with specific
fund policies and procedures.

We may increase our monitoring of Contractowners who we have previously
identified as market timers. When applying the parameters used to detect market
timers, we will consider multiple contracts owned by the same Contractowner if
that Contractowner has been identified as a market timer. For each
Contractowner, we will investigate the transfer patterns that meet the
parameters being used to detect potential market timers. We will also
investigate any patterns of trading behavior identified by the funds that may
not have been captured by our Market Timing Procedures.

Once a Contractowner has been identified as a market timer under our Market
Timing Procedures, we will notify the Contractowner in writing that future
transfers (among the Subaccounts) will be temporarily permitted to be made only
by original signature sent to us by U.S. mail, first-class delivery for the
remainder of the Contract Year (or calendar year if the contract is an
individual contract that was sold in connection with an employer sponsored
plan). Overnight delivery or electronic instructions (which may include
telephone, facsimile, or Internet instructions) submitted during this period
will not be accepted. If overnight delivery or electronic instructions are
inadvertently accepted from a Contractowner that has been identified as a
market timer, upon discovery, we will reverse the transaction within 1 or 2
business days. We will impose this "original signature" restriction on that
Contractowner even if we cannot identify, in the particular circumstances, any
harmful effect from that Contractowner's particular transfers.

Contractowners seeking to engage in frequent, large, or short-term transfer
activity may deploy a variety of strategies to avoid detection. Our ability to
detect such transfer activity may be limited by operational systems and
technological limitations. The identification of Contractowners determined to
be engaged in such transfer activity that may adversely affect other
Contractowners or fund shareholders involves judgments that are inherently
subjective. We cannot guarantee that our Market Timing Procedures will detect
every potential market timer. If we are unable to detect market timers, you may
experience dilution in the value of your fund shares and increased brokerage
and administrative costs in the funds. This may result in lower long-term
returns for your investments.

Our Market Timing Procedures are applied consistently to all Contractowners. An
exception for any Contractowner will be made only in the event we are required
to do so by a court of law. In addition, certain funds available as investment
options in your contract may also be available as investment options for owners
of other, older life insurance policies issued by us. Some of these older life
insurance policies do not provide a contractual basis for us to restrict or
refuse transfers which are suspected to be market timing activity. In addition,
because other insurance companies and/or retirement plans may invest in the
funds, we cannot guarantee that the funds will not suffer harm from frequent,
large, or short-term transfer activity among Subaccounts of variable contracts
issued by other insurance companies or among investment options available to
retirement plan participants.

In our sole discretion, we may revise our Market Timing Procedures at any time
without prior notice as necessary to better detect and deter frequent, large,
or short-term transfer activity to comply with state or federal regulatory
requirements, and/or to impose additional or alternate restrictions on market
timers (such as dollar or percentage limits on transfers). If we modify our
Market Timing Procedures, they will be applied uniformly to all Contractowners
or as applicable to all Contractowners investing in underlying funds.

Some of the funds have reserved the right to temporarily or permanently refuse
payments or transfer requests from us if, in the judgment of the fund's
investment adviser, the fund would be unable to invest effectively in
accordance with its investment objective or policies, or would otherwise
potentially be adversely affected. To the extent permitted by applicable law,
we reserve the right to defer or reject a transfer request at any time that we
are unable to purchase or redeem shares of any of the funds available through
the VAA, including any refusal or restriction on purchases or redemptions of
the fund shares as a result of the funds' own policies and procedures on market
timing activities. If a fund refuses to accept a transfer request we have
already processed, we will reverse the transaction within 1 or 2 business days.
We will notify you in writing if we have reversed, restricted or refused any of
your transfer requests. Some funds also may impose redemption fees on
short-term trading (i.e., redemptions of mutual fund shares within a certain
number of business days after purchase). We reserve the right to administer and
collect any such redemption fees on behalf of the funds. You should read the
prospectuses of the funds for more details on their redemption fees and their
ability to refuse or restrict purchases or redemptions of their shares.


Transfers After the Annuity Commencement Date

You may transfer all or a portion of your investment in one Subaccount to
another Subaccount, as permitted under your contract. Those transfers will be
limited to three times per Contract Year.

These provisions also apply during the i4LIFE (Reg. TM) Advantage Lifetime
Income Period. See i4LIFE (Reg. TM) Advantage.

                                                                              17
<PAGE>

Ownership

The Contractowner on the date of issue will be the person or entity designated
in the contract specifications. The Contractowner of a nonqualified contract
may name a joint owner.


As Contractowner, you have all rights under the contract. According to Indiana
law, the assets of the VAA are held for the exclusive benefit of all
Contractowners and their designated Beneficiaries; and the assets of the VAA
are not chargeable with liabilities arising from any other business that we may
conduct. We reserve the right to approve all ownership and Annuitant changes.
Nonqualified contracts may not be sold, discounted, or pledged as collateral
for a loan or for any other purpose. Qualified contracts are not transferable
unless allowed under applicable law. Nonqualified contracts may not be
collaterally assigned. Assignments may have an adverse impact on any Death
Benefits or benefits offered under Core Income Benefit in this product and may
be prohibited under the terms of a particular feature. We assume no
responsibility for the validity or effect of any assignment. Consult your tax
advisor about the tax consequences of an assignment.



Joint Ownership

If a contract has joint owners, the joint owners shall be treated as having
equal undivided interests in the contract. Either owner, independently of the
other, may exercise any ownership rights in this contract. Not more than two
owners (an owner and joint owner) may be named and contingent owners are not
permitted.


Annuitant


The following rules apply prior to the Annuity Commencement Date. You may name
only one Annuitant (unless you are a tax-exempt entity, then you can name two
joint Annuitants). You (if the Contractowner is a natural person) have the
right to change the Annuitant at any time by notifying us in writing of the
change. However, we reserve the right to approve all Annuitant changes. This
change is not allowed while the Core Income Benefit is in effect. The new
Annuitant must be under age 81 as of the effective date of the change. This
change may cause a reduction in the Death Benefits. See The Contracts - Death
Benefit and Core Income Benefit. A contingent Annuitant may be named or changed
by notifying us in writing. Contingent Annuitants are not allowed on contracts
owned by non-natural owners. On or after the Annuity Commencement Date, the
Annuitant or joint Annuitants may not be changed and contingent Annuitant
designations are no longer applicable.



Surrenders and Withdrawals

Before the Annuity Commencement Date, we will allow the surrender of the
contract or a withdrawal of the Contract Value upon your written request on an
approved Lincoln distribution request form (available from the Home Office),
fax, or other electronic means. Withdrawal requests may be made by telephone,
subject to certain restrictions. All surrenders and withdrawals may be made in
accordance with the rules discussed below. Surrender or withdrawal rights after
the Annuity Commencement Date depend on the Annuity Payout option selected.

The amount available upon surrender/withdrawal is the Contract Value less any
applicable charges, fees, and taxes at the end of the Valuation Period during
which the written request for surrender/withdrawal is received in Good Order at
the Home Office. If we receive a surrender or withdrawal request in Good Order
at our Home Office before the close of the NYSE (normally 4:00 p.m., New York
time), we will process the request using the Accumulation Unit value computed
on that Valuation Date. If we receive a surrender or withdrawal request in Good
Order at our Home Office after market close, we will process the request using
the Accumulation Unit value computed on the next Valuation Date. There may be
circumstances under which the NYSE may close early (prior to 4:00 p.m., New
York time). In such instances, surrender or withdrawal requests received after
such early market close will be processed using the Accumulation Unit value
computed on the next Valuation Date. The minimum amount which can be withdrawn
is $300. Unless a request for withdrawal specifies otherwise, withdrawals will
be made from all Subaccounts within the VAA in the same proportion that the
amount of withdrawal bears to the total Contract Value. Unless prohibited,
surrender/withdrawal payments will be mailed within seven days after we receive
a valid written request at the Home Office. The payment may be postponed as
permitted by the 1940 Act.

The tax consequences of a surrender/withdrawal are discussed later in this
prospectus. See Federal Tax Matters - Taxation of Withdrawals and Surrenders.


Additional Services

These are the additional services available to you under your contract:
portfolio rebalancing and automatic withdrawal service (AWS). Currently, there
is no charge for these services. However, we reserve the right to impose one
after appropriate notice to Contractowners. In order to take advantage of one
of these services, you will need to complete the appropriate election form that
is available from our Home Office. For further detailed information on this
services, please see Additional Services in the SAI.

Portfolio Rebalancing. Portfolio rebalancing is an option that restores to a
pre-determined level the percentage of Contract Value allocated to each
Subaccount. The rebalancing may take place monthly, quarterly, semi-annually or
annually. Rebalancing events will be noted on your quarterly statement.


18
<PAGE>

Automatic Withdrawal Service. The automatic withdrawal service (AWS) provides
for an automatic periodic withdrawal of your Contract Value. Withdrawals under
AWS will be noted on your quarterly statement. Confirmation statements for each
individual withdrawal will not be issued.

These withdrawals may decrease your guarantees under a Death Benefit or Core
Income Benefit.


Death Benefit


The chart below provides a brief overview of how the Death Benefit proceeds
will be distributed if death occurs prior to the Annuity Commencement Date.
Refer to your contract for the specific provisions applicable upon death.





UPON DEATH OF:   AND...                               AND...                                DEATH BENEFIT PROCEEDS PASS TO:

Contractowner    There is a surviving joint owner     The Annuitant is living or deceased   Joint owner
Contractowner    There is no surviving joint owner    The Annuitant is living or deceased   Designated Beneficiary
Contractowner    There is no surviving joint owner    The Annuitant is living or deceased   Contractowner's estate
                 and the Beneficiary predeceases the
                 Contractowner
Annuitant        The Contractowner is living          There is no contingent Annuitant      The youngest Contractowner
                                                                                            becomes the contingent Annuitant
                                                                                            and the contract continues. The
                                                                                            Contractowner may waive* this
                                                                                            continuation and receive the Death
                                                                                            Benefit proceeds.
Annuitant        The Contractowner is living          The contingent Annuitant is living    Contingent Annuitant becomes the
                                                                                            Annuitant and the contract continues
Annuitant**      The Contractowner is a trust or      No contingent Annuitant allowed       Designated Beneficiary
                 other non-natural person             with non-natural Contractowner



* Notification from the Contractowner to receive the Death Benefit proceeds
must be received within 75 days of the death of the Annuitant.

** Death of Annuitant is treated like death of the Contractowner.


If the Contractowner (or a joint owner) or Annuitant dies prior to the Annuity
Commencement Date, a Death Benefit may be payable. Only one Death Benefit may
be in effect at any one time and this Death Benefit continues if you elect
i4LIFE (Reg. TM) Advantage. This Death Benefit terminates if you elect any
other annuitization option. Guarantee of Principal Death Benefit applies to
your contract unless it has been terminated as described below.

You should consider the following provisions carefully when designating the
Beneficiary, Annuitant, any contingent Annuitant and any joint owner, as well
as before changing any of these parties. The identity of these parties under
the contract may significantly affect the amount and timing of the Death
Benefit or other amount paid upon a Contractowner's or Annuitant's death.

You may designate a Beneficiary during your lifetime and change the Beneficiary
by filing a written request with our Home Office. Each change of Beneficiary
revokes any previous designation. We reserve the right to request that you send
us the contract for endorsement of a change of Beneficiary.

Upon the death of the Contractowner, a Death Benefit will be paid to the
Beneficiary. Upon the death of a joint owner, the Death Benefit will be paid to
the surviving joint owner. If the Contractowner is a corporation or other
non-individual (non-natural person), the death of the Annuitant will be treated
as death of the Contractowner.

If an Annuitant who is not the Contractowner or joint owner dies, then the
contingent Annuitant, if named, becomes the Annuitant and no Death Benefit is
payable on the death of the Annuitant. If no contingent Annuitant is named, the
Contractowner (or younger of joint owners) becomes the Annuitant.
Alternatively, a Death Benefit may be paid to the Contractowner (and joint
owner, if applicable, in equal shares). Notification of the election of this
Death Benefit must be received by us within 75 days of the death of the
Annuitant. The contract terminates when any Death Benefit is paid due to the
death of the Annuitant.

Only the Contract Value as of the Valuation Date we approve the payment of the
death claim is available as a Death Benefit if a Contractowner, joint owner or
Annuitant was added or changed subsequent to the effective date of this
contract unless the change occurred because of the death of a prior
Contractowner, joint owner or Annuitant.

If your Contract Value equals zero, no Death Benefit will be paid.

Account Value Death Benefit. The Account Value Death Benefit provides a Death
Benefit equal to the Contract Value on the Valuation Date the death claim is
approved by us for payment. The Account Value Death Benefit is not available
for election at contract issue. It


                                                                              19
<PAGE>

is only available under certain circumstances as described below. Once you have
this Death Benefit option, it cannot be changed. (Your contract may refer to
this benefit as the Contract Value Death Benefit.)

Guarantee of Principal Death Benefit. The Guarantee of Principal Death Benefit
will be equal to the greater of:
o the current Contract Value as of the Valuation Date we approve the payment of
the claim; or

o the sum of all Purchase Payments decreased by withdrawals in the same
  proportion that withdrawals reduced the Contract Value. Regular Income
  Payments under i4LIFE (Reg. TM) Advantage and withdrawals less than or equal
  to the Core Income Payment amount or Account Value withdrawal percentage
  amount, if applicable, under Core Income Benefit will reduce the sum of all
  Purchase Payment amounts on dollar for dollar basis. See The Contracts -
  Core Income Benefit and i4LIFE (Reg. TM) Advantage.


In a declining market, withdrawals deducted in the same proportion that
withdrawals may reduce the Contract Value may have a magnified effect on the
reduction of the Death Benefit payable. This is because the reduction in the
benefit may be more than the dollar amount withdrawn from the Contract Value.
All references to withdrawals include deductions for any applicable charges
associated with those withdrawals and premium taxes, if any.

The Guarantee of Principal Death Benefit will automatically terminate at any
time all Contracowners or Annuitants are changed, and the Account Value Death
Benefit will be in effect. If the Beneficiary is the spouse of the
Contractowner, the surviving spouse may elect to continue the contract as the
new Contractowner. In this situation, a portion of the Death Benefit may be
credited to the contract. Any portion of the Death Benefit that would have been
payable (if the contract had not been continued) that exceeds the current
Contract Value on the Valuation Date we approve the claim will be added to the
Contract Value. The Guarantee of Principal Death Benefit may not be
discontinued once elected.


General Death Benefit Information

Your Death Benefit terminates on and after the Annuity Commencement Date.
i4LIFE (Reg. TM) Advantage only provides Death Benefit options during the
Access Period. There are no Death Benefits during the Lifetime Income Period.
Please see the i4LIFE (Reg. TM) Advantage - i4LIFE (Reg. TM) Advantage Death
Benefit section of this prospectus for more information.

If there are joint owners, upon the death of the first Contractowner, we will
pay a Death Benefit to the surviving joint owner. The surviving joint owner
will be treated as the primary, designated Beneficiary. Any other Beneficiary
designation on record at the time of death will be treated as a contingent
Beneficiary. If the surviving joint owner is the spouse of the deceased joint
owner, he/she may continue the contract as sole Contractowner. Upon the death
of the spouse who continues the contract, we will pay a Death Benefit to the
designated Beneficiary(s).

If the Beneficiary is the spouse of the Contractowner, then the spouse may
elect to continue the contract as the new Contractowner. Same-sex spouses
should carefully consider whether to purchase annuity products that provide
benefits based upon status as a spouse, and whether to exercise any spousal
rights under the contract. The U.S. Supreme Court recently held that same-sex
spouses who have been married under state law will now be treated as spouses
for purposes of federal law. You are strongly encouraged to consult a tax
advisor before electing spousal rights under the contract.

The value of the Death Benefit will be determined as of the Valuation Date we
approve the payment of the claim. Approval of payment will occur upon our
receipt of a claim submitted in Good Order. To be in Good Order, we require all
the following:

1. proof (e.g. an original certified death certificate), or any other proof of
death satisfactory to us, of the death; and

2. written authorization for payment; and

3. all required claim forms, fully completed (including selection of a
settlement option).

Notwithstanding any provision of this contract to the contrary, the payment of
Death Benefits provided under this contract must be made in compliance with
Code Section 72(s) or 401(a)(9) as applicable, as amended from time to time.
Death Benefits may be taxable. See Federal Tax Matters.

Unless otherwise provided in the Beneficiary designation, one of the following
procedures will take place on the death of a Beneficiary:
o if any Beneficiary dies before the Contractowner, that Beneficiary's interest
  will go to any other Beneficiaries named, according to their respective
  interests; and/or
o if no Beneficiary survives the Contractowner, the proceeds will be paid to
the Contractowner's estate.

If the Beneficiary is a minor, court documents appointing the
guardian/custodian may be required.

Unless the Contractowner has already selected a settlement option, the
Beneficiary may choose the method of payment of the Death Benefit. The Death
Benefit payable to the Beneficiary or joint owner must be distributed within
five years of the Contractowner's date of death unless the Beneficiary begins
receiving within one year of the Contractowner's death the distribution in the
form of a life annuity or an annuity for a designated period not extending
beyond the Beneficiary's life expectancy.

Upon the death of the Annuitant, Federal tax law requires that an annuity
election be made no later than 60 days after we have approved the death claim
for payment.


20
<PAGE>

If the Death Benefit becomes payable, the recipient may elect to receive
payment either in the form of a lump sum settlement or an Annuity Payout. If a
lump sum settlement is elected, the proceeds will be mailed within seven days
of approval by us of the claim subject to the laws, regulations and tax code
governing payment of Death Benefits. This payment may be postponed as permitted
by the Investment Company Act of 1940.

Abandoned Property. Every state has unclaimed property laws which generally
declare annuity contracts to be abandoned after a period of inactivity of three
to five years from the date a benefit is due and payable. For example, if the
payment of a Death Benefit has been triggered, but, if after a thorough search,
we are still unable to locate the Beneficiary of the Death Benefit, or the
Beneficiary does not come forward to claim the Death Benefit in a timely
manner, the Death Benefit will be "escheated". This means that the Death
Benefit will be paid to the abandoned property division or unclaimed property
office of the state in which the Beneficiary or the Contractowner last resided,
as shown on our books and records, or to our state of domicile. This
escheatment is revocable and the state is obligated to pay the Death Benefit
(without interest) if your Beneficiary steps forward to claim it with the
proper documentation.

To prevent such escheatment, it is important that you update your Beneficiary
designations, including addresses, if and as they change. You may update your
Beneficiary designations by submitting a Beneficiary change form to our Home
Office.



Core Income Benefit
The Core Income Benefit provides:
o Guaranteed periodic withdrawals for life for you (and your spouse if the
  joint life option is selected) up to the Core Income Payment amount;
o Automatic annual COLA increases to the Core Income Payment.

Please note any withdrawals made prior to age 60 or that exceed the Core Income
Payment amount or that are payable to any assignee or assignee's bank account
are considered Excess Withdrawals. Excess Withdrawals may significantly reduce
your Core Income Payment amount by an amount greater than the dollar amount of
the Excess Withdrawal, and will terminate the rider if the Core Income Payment
is reduced to zero.

The Core Income Benefit is attached to your contract at issue. It is not an
optional rider. This rider provides guaranteed, periodic withdrawals for your
life as Contractowner/Annuitant (single life option) or the lives of you as
Contractowner/Annuitant and your spouse as Secondary Life (joint life option)
regardless of the investment performance of the contract. These benefits are
subject to certain conditions as set forth below. The Contractowner, Annuitant
or Secondary Life may not be changed while this rider is in effect (except if
the Secondary Life assumes ownership of the contract upon death of the
Contractowner). If the Contractowner sells or assigns for value the Contract
other than to the Annuitant, or discounts or pledges it as collateral for a
loan or as a security for the performance of an obligation or any other
purpose, this rider will terminate.

Availability. The Core Income Benefit is available for purchase with
nonqualified and qualified (IRAs and Roth IRAs) annuity contracts. This rider
is not available for beneficiary IRA or deceased, nonqualified contracts. The
Contractowner/Annuitant as well as the spouse under the joint life option must
be over age 50 and age 80 or younger at the time this rider is purchased. There
is no guarantee that Core Income Benefit will be available for new purchasers
in the future as we reserve the right to discontinue this benefit at any time.
In addition, we may make different versions of Core Income Benefit available to
new purchasers. This rider is not available in combination with any annuity
payout option, including i4LIFE (Reg. TM) Advantage offered in your contract.


Core Income Payment. The Core Income Payment is the amount that may be
withdrawn from the contract each Benefit Year. As long as the Core Income
Payment is not reduced to zero, these withdrawals may be taken for your
lifetime (single life option) or the lifetimes of you and your surviving spouse
(joint life option). Core Income Payment withdrawals are available when you
(single life option) and the younger of you and your spouse (joint life option)
are age 60. Core Income Payments are reduced if the first Core Income Payment
is received when you (single life option) and the younger of you and your
spouse (joint life option) are ages 60 to age 64 and after the first death
under the joint life option.


The initial Core Income Payment amount is calculated at the time the contract
is issued, and is equal to a percentage of the initial Purchase Payment. The
Core Income Payment will be recalculated upon a COLA increase, at the time the
first Core Income Payment withdrawal is made, at the time of additional
Purchase Payments and Excess Withdrawals, and after the first death under the
joint life option, as described below.


The initial percentages applicable to Core Income Benefit elections are
determined in our sole discretion based on current economic factors including
interest rates and equity market volatility. Generally, the percentages may
increase or decrease based on changes in equity market volatility, prevailing
interest rates, or as a result of other economic conditions. This percentage
structure is intended to help us provide the guarantees under the rider. The
initial percentages for new Core Income Benefit elections may be higher or
lower than the percentages for existing Contractowners that have elected the
rider, but the percentages for existing Contractowners will not change.



                                                                              21
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The initial Core Income Payment percentages applicable to new contracts are set
forth in a supplement to the prospectus, called a Rate Sheet. The Rate Sheet
indicates the Core Income Payment percentages, the effective period, Cost of
Living Adjustment (COLA) percentage, the Account Value percentage, Account
Value withdrawal percentage, and the applicable Core Income Payment reduction
percentages (all described below), and the date by which your application form
must be signed and dated for a contract to be issued with those percentages.
The percentages may change with each Rate Sheet and may be higher or lower than
the percentages on the previous Rate Sheets.

At least 10 days before the end of the indicated effective period, the
percentages for the next effective period will be disclosed in a new Rate
Sheet. In order to get the percentages indicated in a Rate Sheet, your
application must be signed and dated on or before the last day of the effective
period noted in that Rate Sheet. For new Contractowners, the current Rate Sheet
will be included with the prospectus. You can also obtain the most current Rate
Sheet by contacting your financial professional or online at
www.LincolnFinancial.com.

The Core Income Payment is subject to a $500,000 maximum of the combined Core
Income Payment, Guaranteed Annual Income and Maximum Annual Withdrawal values
for all Lincoln annuity contracts and annuity riders, including annuity
contracts with an affiliated company, for which the Contractowner/Annuitant
(single life option) or the Contractowner/Annuitant and spouse (joint life
option) is a measuring life.

Additional Purchase Payments. Purchase Payments added to the contract
subsequent to the initial Purchase Payment will increase the Core Income
Payment amount by an amount equal to the applicable Core Income Payment
percentage multiplied by the amount of the subsequent Purchase Payment.
Additional Purchase Payments are limited after the first Benefit Year to
$50,000 per Benefit Year. The Core Income Payment amount will be recalculated
immediately after a Purchase Payment is added to the contract. If your
additional Purchase Payment is made after the Core Income Payment was reduced,
because of the reduction for ages 60 - 64 and/or because of the death of the
first spouse under the joint life option, the applicable reduction percentage
will also apply to the portion of the Core Income Payment attributable to the
additional Purchase Payment.

This example illustrates the calculation of the Core Income Payment, assuming a
4% Core Income Payment percentage:
     7/1/17 Contract is issued with $100,000. The initial Core Income Payment
is $4,000 ($100,000 x 4%)
     12/1/17 Additional Purchase Payment of $50,000 is made. Core Income
Payment increases to $6,000 (($50,000 x 4%) + $4,000)

Cost of Living Adjustment (COLA). The Core Income Payment will automatically
increase on each Benefit Year anniversary by a Cost of Living Adjustment
(COLA). The current COLA percentage is set forth in the Rate Sheet. On each
Benefit Year anniversary, the COLA increase is calculated using the Core Income
Payment immediately prior to the calculation less the portion of the Core
Income Payment attributed to additional Purchase Payments received in the
preceding Benefit Year (adjusted for Excess Withdrawals), multiplied by the
COLA percentage. Additional Purchase Payments received within 90 days of the
rider effective date will be eligible for the COLA increase on the first
Benefit Year anniversary.

This example illustrates the calculation of the COLA increase assuming a 2%
COLA percentage:
     4/1/17 Contract issued with $100,000, setting the Core Income Payment at
$4,000
     5/1/17 Additional Purchase Payment of $25,000; Core Income Payment is
   $5,000
     7/15/17 Additional Purchase Payment of $50,000: Core Income Payment is
   $7,000
     4/1/18 Core Income Payment increases by 2% COLA: ($7,000 - $2,000) x (1 +
.02) + 2,000 = $7,100

Withdrawals of Core Income Payments. At the time you make your first withdrawal
on or after age 60 (your age or spouse's age if younger), the Core Income
Payment will be redetermined to the greater of:


     a. The Core Income Payment immediately prior to this first withdrawal; or


   b. The Contract Value at the time of this first withdrawal multiplied by
   the applicable Account Value percentage as set forth in the Rate Sheet.


The redetermined Core Income Payment will increase by the COLA on each Benefit
Year anniversary for life.


If you (or the younger spouse if applicable) are at least age 60, but less than
age 65 at the time of this redetermination, your Core Income Payment will be
reduced by a Reduction percentage set forth in the Rate Sheet. This is a
permanent reduction in your Core Income Benefit. If you (or the younger spouse
if applicable) are age 65 or older at the time of this redetermination, you
will receive the full recalculated Core Income Payment.


This example illustrates the redetermination of the Core Income Payment and
also the reduction for ages 60 through 64 assuming a

25% Reduction percentage:
     4/1/17 Contract issued with $150,000 setting the Core Income Payment at
$6,000

     2/1/18 Contractowner makes a $1,000 withdrawal; the Contract Value is
   $148,000.

     Recalculated Core Income Payment is the greater of:

     a)$6,000 or
     b) $5,920 ($148,000 x 4%) (assuming an Account Value Percentage of 4%)

     If the Contractowner was age 63, the Core Income Payment would be $4,500
($6,000 x 75%) (assuming a reduction percentage


22
<PAGE>


     of 25%)
     4/1/18 The Core Income Payment increases by the COLA: $4,500 x 1.02%=
$4,590


Withdrawals in a Benefit Year equal to or less than the Core Income Payment
amount will not reduce the Core Income Payment. All withdrawals you make will
decrease the Contract Value. If you do not withdraw the entire Core Income
Payment during the Benefit Year, there is no carryover of the remaining amount
into the next Benefit Year.

If your Contract Value is reduced to zero because of market performance or
contract and rider fees and charges, withdrawals equal to the Core Income
Payment as increased by the COLA will continue automatically for your life (and
your spouse's life if applicable) under the Core Income Payment Annuity Payout
Option. You will not be entitled to the Core Income Payment amount if the Core
Income Payment or the Contract Value is reduced to zero as a result of an
Excess Withdrawal. If the Contract Value is reduced to zero due to an Excess
Withdrawal, the contract and rider will terminate.


On the Benefit Year anniversary following the death of the first spouse under
the joint life option, the Core Income Payment is reduced by a percentage set
forth in the Rate Sheet. This reduction percentage will also apply to the
Account Value percentage calculation applicable at the time of the first
withdrawal on or after age 60, if a death under the joint life option occurred
prior to that calculation. The reduced Core Income Payment will be increased by
the COLA on each Benefit Year anniversary for life. We reserve the right to
recover from future Core Income Payments, any excess Core Income Payment
amounts paid after the first Benefit Year anniversary after the first death
under the joint life option.


Excess Withdrawals. Excess Withdrawals are the cumulative amounts withdrawn
from the contract during the Benefit Year (including the current withdrawal)
that exceed the Core Income Payment amount at the time of the withdrawal, or
withdrawals made prior to age 60 (younger of you or your spouse for joint
life), or withdrawals that are payable to any assignee or assignee's bank
account.


When an Excess Withdrawal occurs, the Core Income Payment is recalculated
immediately after the withdrawal and is reduced by the same proportion that the
Excess Withdrawal reduces the Contract Value. This means that the reduction in
the Core Income Payment could be more than the dollar amount of the withdrawal.
The Core Income Payment amount will be recalculated to equal the applicable
Core Income Payment multiplied by the percentage reduction of the Contract
Value due to the Excess Withdrawal.

We will provide you with quarterly statements that will include the Core Income
Payment amount (as adjusted for the annual COLA, Excess Withdrawals, additional
Purchase Payments and applicable reductions for withdrawals on or after age 60
and before age 65 and the reduction after the first death under the joint life
option) available to you for the Benefit Year, if applicable, in order for you
to determine whether a withdrawal may be an Excess Withdrawal. We encourage you
to either consult with your financial professional or call us at the number
provided in the prospectus if you have questions about Excess Withdrawals.


The following example demonstrates the impact of an Excess Withdrawal on the
   Core Income Payment amount:

   4/1/17 Contract opened when the Contractowner is age 55 with $100,000
   Purchase Payment, setting the Core Income Payment at $4,000 (assuming a 4%
   Core Income Payment percentage)
     9/1/17 Excess withdrawal of $10,000 is made. Contract Value at the time of
   withdrawal is $120,000.
     The Core Income Payment is $4,000 x (1 - ($10,000 / $120,000))= $3,667.


In a declining market, Excess Withdrawals may significantly reduce your Core
Income Payment amount. This is because the reduction in the benefit may be more
than the dollar amount withdrawn from the Contract Value. If the Core Income
Payment is reduced to zero due to an Excess Withdrawal, the rider and contract
will terminate.


Withdrawals of the following amounts are not considered Excess Withdrawals:
Each Benefit Year, the excess of the Contract Value on the most recent Benefit
Year anniversary times the Account Value withdrawal percentage, as set forth on
the Rate Sheet, over the Core Income Payment amount is available for withdrawal
without reducing the Core Income Payment. This additional withdrawal is
available only if you or the younger spouse, if applicable, are at least age
60.

Withdrawals from IRA contracts will not be treated as Excess Withdrawals (even
if they exceed the Core Income Payment amount or Account Value withdrawal
percentage amount, if applicable) only if the withdrawals are taken as
systematic installments of the amount needed to satisfy the required minimum
distribution (RMD) rules under Internal Revenue Code Section 401(a)(9). In
addition, in order for this exception for RMDs to apply, the following must
occur:


     1. Lincoln's automatic withdrawal service is used to calculate and pay the
RMD;

     2. The RMD calculation must be based only on the value in this contract;
   and

     3. No withdrawals other than RMDs are made within the Benefit Year (except
as described in the next paragraph).


If your RMD withdrawals during a Benefit Year are less than the Core Income
Payment amount or Account Value withdrawal percentage amount (if applicable),
an additional amount up to the Core Income Payment amount or Account Value
withdrawal percentage amount (if applicable) may be withdrawn.



                                                                              23
<PAGE>


If a withdrawal, other than an RMD is made during the Benefit Year, then all
amounts withdrawn in excess of the Core Income Payment amount or Account Value
withdrawal percentage amount (if applicable), including amounts attributable to
RMDs, will be treated as Excess Withdrawals.


Distributions from qualified contracts are generally taxed as ordinary income.
In nonqualified contracts, withdrawals of Contract Value that exceed Purchase
Payments are taxed as ordinary income. See Federal Tax Matters for a discussion
of the tax consequences of withdrawals.

Core Income Payment Annuity Payout Option. If you are required to take annuity
payments because you have reached the maturity date of the contract, you have
the option of electing the Core Income Payment Annuity Payout Option. If the
Contract Value is reduced to zero and the Core Income Payment amount is greater
than zero, you will receive the Core Income Payment Annuity Payout Option. If
you are receiving the Core Income Payment Annuity Payout Option, the
Beneficiary may be eligible to receive final payment upon death of the single
life or surviving joint life. To be eligible, the Death Benefit option in
effect immediately prior to the effective date of the Core Income Payment
Annuity Payout Option must be the Guarantee of Principal Death Benefit.


The Core Income Payment Annuity Payout Option is an Annuity Payout option under
which the Contractowner (or spouse if applicable) will receive annual annuity
payments equal to the Core Income Payment amount, increased by the COLA, for
life (this option is different from other Annuity Payout options, including
i4LIFE (Reg. TM) Advantage, which are based on your Contract Value). The
reduction percentages will apply to the Core Income Payment Annuity Payouts
after the first death under the joint life option. Contractowners may decide to
choose the Core Income Payment Annuity Payout Option over i4LIFE (Reg. TM)
Advantage if they feel this may provide a higher final payment option over time
and they may place more importance on this over access to the Account Value.
Payment frequencies other than annual may be available. You will have no other
contract features other than the right to receive annuity payments equal to the
Core Income Payment amount for your life or the life of you and your spouse for
the joint life option.


The final payment is a one-time lump-sum payment and will be equal to the sum
of all Purchase Payments, decreased by withdrawals. Excess Withdrawals reduce
the final payment in the same proportion as the withdrawals reduce the Contract
Value; withdrawals less than or equal to the Core Income Payment amount and
payments under the Core Income Payment Annuity Payout Option will reduce the
final payment dollar for dollar.

Death Prior to the Annuity Commencement Date. Upon the death of the single
life, Core Income Benefit will end and no further Core Income Payment amounts
are available. Upon the first death under the joint life option, the Core
Income Payment will be reduced by a percentage set forth in the Rate Sheet.
Withdrawals up to the reduced Core Income Payment amount continue to be
available for the life of the surviving spouse. The COLA will continue, if
applicable, as discussed above. Upon the death of the surviving spouse, Core
Income Benefit will end and no further Core Income Payments are available.

Termination. The Contractowner may not terminate the rider unless the following
occurs:
o i4LIFE (Reg. TM) Advantage or an annuitization option is elected (other than
the Core Income Payment Annuity Payout Option);
o death of the Contractowner under the single life option or the death of the
surviving spouse under the joint life option;
o when the Core Income Payment amount or Contract Value is reduced to zero due
to an Excess Withdrawal;
o if the Contractowner or Annuitant is changed (except if the surviving spouse
  assumes ownership of the contract upon death of the Contractowner) including
  any sale or assignment of the contract or any pledge of the contract as
  collateral;
o on the date the Contractowner is changed pursuant to an enforceable divorce
agreement or decree; or

o upon surrender or termination of the underlying annuity contract.


i4LIFE (Reg. TM) Advantage option. When deciding whether to terminate Core
Income Benefit and purchase i4LIFE (Reg. TM) Advantage, you should consider
that depending on a person's age and the selected length of the Access Period,
i4LIFE (Reg. TM) Advantage may provide a higher payout than the Core Income
Payments under Core Income Benefit. However, the i4LIFE (Reg. TM) Advantage
payments do not have a minimum guarantee and do not increase by the COLA like
the Core Income Payments. Payments from a nonqualified contract that a person
receives under the i4LIFE (Reg. TM) Advantage rider are treated as "amounts
received as an annuity" under section 72 of the Internal Revenue Code because
the payments occur after the annuity starting date. These payments are subject
to an "exclusion ratio" as provided in section 72(b) of the Code, which means a
portion of each Annuity Payout is treated as income (taxable at ordinary income
tax rates), and the remainder is treated as a nontaxable return of Purchase
Payments. In contrast, withdrawals under Core Income Benefit are not treated as
amounts received as an annuity because they occur prior to the annuity starting
date. As a result, such withdrawals are treated first as a return of any
existing gain in the contract (which is the measure of the extent to which the
Contract Value exceeds Purchase Payments), and then as a nontaxable return of
Purchase Payments.



i4LIFE (Reg. TM) Advantage
i4LIFE (Reg. TM) Advantage (the Variable Annuity Payout Option Rider in your
contract) is an optional Annuity Payout rider you may purchase at an additional
cost and is separate and distinct from other Annuity Payout options offered
under your contract and described later in this prospectus. See Charges and
Other Deductions - i4LIFE (Reg. TM) Advantage Charge.


24
<PAGE>

i4LIFE (Reg. TM) Advantage is an Annuity Payout option that provides you with
variable, periodic Regular Income Payments for life subject to certain
conditions. These payouts are made during two time periods: an Access Period
and a Lifetime Income Period. During the Access Period, you have access to your
Account Value, which means you may surrender the contract, make withdrawals,
and have a Death Benefit. During the Lifetime Income Period, you no longer have
access to your Account Value. You choose the length of the Access Period when
you select i4LIFE (Reg. TM) Advantage; the Lifetime Income Period begins
immediately after the Access Period ends and continues until your death (or the
death of a Secondary Life, if later). i4LIFE (Reg. TM) Advantage is different
from other Annuity Payout options provided by Lincoln because with i4LIFE (Reg.
TM) Advantage, you have the ability to make additional withdrawals or surrender
the contract during the Access Period. You choose when you want to receive your
first Regular Income Payment and the frequency with which you will receive
Regular Income Payments. The initial Regular Income Payment is calculated from
the Account Value on a date no more than 14 days prior to the date you select
to begin receiving the Regular Income Payments. This calculation date is called
the Periodic Income Commencement Date, and is the same date the Access Period
begins. Regular Income Payments must begin within one year of the date you
elect i4LIFE (Reg. TM) Advantage. Once they begin, Regular Income Payments will
continue until the death of the Annuitant or Secondary Life, if applicable.
This option is available on nonqualified annuities, IRAs and Roth IRAs (check
with your financial professional regarding availability with SEP market). This
option is subject to a charge while the i4LIFE (Reg. TM) Advantage is in effect
computed daily on the Account Value. See Charges and Other Deductions - i4LIFE
(Reg. TM) Advantage Charge.


i4LIFE (Reg. TM) Advantage is available for contracts with a Contract Value of
at least $50,000 and may be elected after the effective date of the contract
and before any other Annuity Payout option under this contract is elected by
sending a written request to our Home Office. When you elect i4LIFE (Reg. TM)
Advantage, you must choose the Annuitant, Secondary Life, if applicable, and
make several choices about your Regular Income Payments. The Annuitant and
Secondary Life may not be changed after i4LIFE (Reg. TM) Advantage is elected.
For qualified contracts, the Secondary Life must be the spouse. See i4LIFE
(Reg. TM) Advantage Death Benefit regarding the impact of a change to the
Annuitant prior to the i4LIFE (Reg. TM) Advantage election.


i4LIFE (Reg. TM) Advantage for IRA contracts is only available if the Annuitant
and Secondary Life, if applicable, are age 591/2 or older at the time the
option is elected. Additional limitations on issue ages and features may be
necessary to comply with the IRC provisions for required minimum distributions.
Additional Purchase Payments may be made during the Access Period for an IRA
annuity contract. Additional Purchase Payments will not be accepted after the
Periodic Income Commencement Date for a nonqualified annuity contract.

If i4LIFE (Reg. TM) Advantage is selected, the applicable transfer provisions
among Subaccounts will continue to be those specified in your annuity contract
for transfers on or before the Annuity Commencement Date. However, once i4LIFE
(Reg. TM) Advantage begins, any automatic withdrawal service will terminate.
See The Contracts - Transfers on or Before the Annuity Commencement Date.

When you elect i4LIFE (Reg. TM) Advantage, you will receive the i4LIFE (Reg.
TM) Advantage Guarantee of Principal Death Benefit. The amount paid under the
new Death Benefit may be less than the amount that would have been paid under
the Death Benefit provided before i4LIFE (Reg. TM) Advantage began (if premium
taxes have been deducted from the Contract Value). See The Contracts - i4LIFE
(Reg. TM) Advantage Death Benefit.

Access Period. At the time you elect i4LIFE (Reg. TM) Advantage, you also
select the Access Period, which begins on the Periodic Income Commencement
Date. The Access Period is a defined period of time during which we pay
variable, periodic Regular Income Payments and provide a Death Benefit, and
during which you may surrender the contract and make withdrawals from your
Account Value (defined below). At the end of the Access Period, the remaining
Account Value is used to make Regular Income Payments for the rest of your life
(or the Secondary Life if applicable). This is called the Lifetime Income
Period. During the Lifetime Income Period, you will no longer be able to make
withdrawals or surrenders or receive a Death Benefit. If your Account Value is
reduced to zero because of withdrawals or market loss, your Access Period ends.

We will establish the minimum (currently 5 years) and maximum (currently the
length of time between your current age and age 115 for non-qualified contracts
or to age 100 for qualified contracts) Access Periods at the time you elect
i4LIFE (Reg. TM) Advantage. Generally, shorter Access Periods will produce a
higher initial Regular Income Payment than longer Access Periods. At any time
during the Access Period, you may extend or shorten the length of the Access
Period subject to Home Office approval. Additional restrictions may apply if
you are under age 591/2 when you request a change to the Access Period.
Currently, if you extend the Access Period, it must be extended at least 5
years. If you change the Access Period, subsequent Regular Income Payments will
be adjusted accordingly, and the Account Value remaining at the end of the new
Access Period will be applied to continue Regular Income Payments for your
life. Additional limitations on issue ages and features may be necessary to
comply with the IRC provisions for required minimum distributions. We may
reduce or terminate the Access Period for IRA i4LIFE (Reg. TM) Advantage
contracts in order to keep the Regular Income Payments in compliance with IRC
provisions for required minimum distributions.

Account Value. The initial Account Value is the Contract Value on the Valuation
Date i4LIFE (Reg. TM) Advantage is effective, less any applicable premium
taxes. During the Access Period, the Account Value on a Valuation Date will
equal the total value of all of the Contractowner's Accumulation Units, and
will be reduced by Regular Income Payments made as well as any withdrawals
taken. After the Access Period ends, the remaining Account Value will be
applied to continue Regular Income Payments for your life and the Account Value
will be reduced to zero.


                                                                              25
<PAGE>

Regular Income Payments during the Access Period. i4LIFE (Reg. TM) Advantage
provides for variable, periodic Regular Income Payments for as long as an
Annuitant (or Secondary Life, if applicable) is living and access to your
Account Value during the Access Period. When you elect i4LIFE (Reg. TM)
Advantage, you will have to choose the date you will receive the initial
Regular Income Payment. Once they begin, Regular Income Payments will continue
until the death of the Annuitant or Secondary Life, if applicable. Regular
Income Payments must begin within one year of the date you elect i4LIFE (Reg.
TM) Advantage. You also select when the Access Period ends and when the
Lifetime Income Period begins. You must also select the frequency of the
payments (monthly, quarterly, semi-annually or annually), how often the payment
is recalculated, the length of the Access Period and the Assumed Investment
Return (AIR). These choices will influence the amount of your Regular Income
Payments.

If you do not choose a payment frequency, the default is a monthly frequency.
In most states, you may also elect to have Regular Income Payments from
nonqualified contracts recalculated only once each year rather than
recalculated at the time of each payment. This results in level Regular Income
Payments between recalculation dates. Qualified contracts are only recalculated
once per year, at the beginning of each calendar year. You also choose the AIR.
AIR rates of 3%, 4%, 5%, or 6% may be available. Certain states limit the
availability of 5% or 6% AIR. See your financial professional for availability.
The higher the AIR you choose, the higher your initial Regular Income Payment
will be and the higher the return must be to increase subsequent Regular Income
Payments. You also choose the length of the Access Period. At this time,
changes to the Access Period can only be made on Periodic Income Commencement
Date anniversaries.

For information regarding income tax consequences of Regular Income Payments,
see Federal Tax Matters.

The amount of the initial Regular Income Payment is determined on the Periodic
Income Commencement Date by dividing the Contract Value (or Purchase Payment if
elected at contract issue), less applicable premium taxes by 1,000 and
multiplying the result by an annuity factor. The annuity factor is based upon:
     o the age and sex of the Annuitant and Secondary Life, if applicable;
     o the length of the Access Period selected;
     o the frequency of the Regular Income Payments;
     o the AIR selected; and
     o the Individual Annuity Mortality table specified in your contract.

The annuity factor used to determine the Regular Income Payments reflects the
fact that, during the Access Period, you have the ability to withdraw the
entire Account Value and that a Death Benefit of the entire Account Value will
be paid to your Beneficiary upon your death. These benefits during the Access
Period result in a slightly lower Regular Income Payment, during both the
Access Period and the Lifetime Income Period, than would be payable if this
access was not permitted and no lump-sum Death Benefit of the full Account
Value was payable. (The Contractowner must elect an Access Period of no less
than the minimum Access Period which is currently set at 5 years.) The annuity
factor also reflects the requirement that there be sufficient Account Value at
the end of the Access Period to continue your Regular Income Payments for the
remainder of your life (and/or the Secondary Life if applicable), during the
Lifetime Income Period, with no further access or Death Benefit.

The Account Value will vary with the actual net investment return of the
Subaccounts selected, which then determines the subsequent Regular Income
Payments during the Access Period. Each subsequent Regular Income Payment
(unless the levelized option is selected) is determined by dividing the Account
Value on the applicable Valuation Date by 1,000 and multiplying this result by
an annuity factor revised to reflect the declining length of the Access Period.
As a result of this calculation, the actual net returns in the Account Value
are measured against the AIR to determine subsequent Regular Income Payments.
If the actual net investment return (annualized) for the contract exceeds the
AIR, the Regular Income Payment will increase at a rate approximately equal to
the amount of such excess. Conversely, if the actual net investment return for
the contract is less than the AIR, the Regular Income Payment will decrease.
For example, if net investment return is 3% higher (annualized) than the AIR,
the Regular Income Payment for the next year will increase by approximately 3%.
Conversely, if actual net investment return is 3% lower than the AIR, the
Regular Income Payment will decrease by approximately 3%.

Withdrawals made during the Access Period will also reduce the Account Value
that is available for Regular Income Payments, and subsequent Regular Income
Payments will be recalculated and could be increased or reduced, based on the
Account Value following the withdrawal.

For a joint life option, if either the Annuitant or Secondary Life dies during
the Access Period, Regular Income Payments will be recalculated using a revised
annuity factor based on the single surviving life, if doing so provides a
higher Regular Income Payment. On a joint life option, the Secondary Life
spouse must be either the primary Beneficiary or joint owner in order to
receive the remaining payments after the first spouse's death.

For nonqualified contracts, if the Annuitant and Secondary Life, if applicable,
both die during the Access Period, the annuity factor will be revised for a
non-life contingent Regular Income Payment and Regular Income Payments will
continue until the Account Value is fully paid out and the Access Period ends.
For qualified contracts, if the Annuitant and Secondary Life, if applicable,
both die during the Access Period, i4LIFE (Reg. TM) Advantage will terminate.


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Regular Income Payments during the Lifetime Income Period. The Lifetime Income
Period begins at the end of the Access Period if either the Annuitant or
Secondary Life is living. Your earlier elections regarding the frequency of
Regular Income Payments, AIR and the frequency of the recalculation do not
change. The initial Regular Income Payment during the Lifetime Income Period is
determined by dividing the Account Value on the last Valuation Date of the
Access Period by 1,000 and multiplying the result by an annuity factor revised
to reflect that the Access Period has ended. The annuity factor is based upon:
     o the age and sex of the Annuitant and Secondary Life (if living);
     o the frequency of the Regular Income Payments;
     o the AIR selected; and
     o the Individual Annuity Mortality table specified in your contract.

The impact of the length of the Access Period and any withdrawals made during
the Access Period will continue to be reflected in the Regular Income Payments
during the Lifetime Income Period. To determine subsequent Regular Income
Payments, the contract is credited with a fixed number of Annuity Units equal
to the initial Regular Income Payment (during the Lifetime Income Period)
divided by the Annuity Unit value (by Subaccount). Subsequent Regular Income
Payments are determined by multiplying the number of Annuity Units per
Subaccount by the Annuity Unit value. Your Regular Income Payments will vary
based on the value of your Annuity Units. If your Regular Income Payments are
adjusted on an annual basis, the total of the annual payment is transferred to
Lincoln Life's general account to be paid out based on the payment mode you
selected. Your payment(s) will not be affected by market performance during
that year. Your Regular Income Payment(s) for the following year will be
recalculated at the beginning of the following year based on the current value
of the Annuity Units.

Regular Income Payments will continue for as long as the Annuitant or Secondary
Life, if applicable, is living, and will continue to be adjusted for investment
performance of the Subaccounts your Annuity Units are invested in. Regular
Income Payments vary with investment performance.

During the Lifetime Income Period, there is no longer an Account Value;
therefore, no withdrawals are available and no Death Benefit is payable. In
addition, transfers are not allowed from a fixed annuity payment to a variable
annuity payment.


i4LIFE (Reg. TM) Advantage Death Benefits

i4LIFE (Reg. TM) Advantage Account Value Death Benefit. This Death Benefit is
equal to the Account Value as of the Valuation Date on which we approve the
payment of the death claim. You may not change this Death Benefit once it is in
effect.

i4LIFE (Reg. TM) Advantage Guarantee of Principal Death Benefit. The i4LIFE
(Reg. TM) Advantage Guarantee of Principal Death Benefit is available during
the Access Period and will be equal to the greater of:
     o the Account Value as of the Valuation Date we approve the payment of the
claim; or
  o the sum of all Purchase Payments, less the sum of Regular Income Payments,
    Core Income Payments and other withdrawals where:
     o Regular Income Payments and Core Income Payments reduce the Death
Benefit by the dollar amount of the payment; and
    o all other withdrawals, if any, reduce the Death Benefit in the same
      proportion that withdrawals reduce the Contract Value or Account Value.

References to Purchase Payments and withdrawals include Purchase Payments and
withdrawals made prior to the election of i4LIFE (Reg. TM) Advantage.

In a declining market, withdrawals which are deducted in the same proportion
that withdrawals reduce the Contract Value or Account Value, may have a
magnified effect on the reduction of the Death Benefit payable. This is because
the reduction in the benefit may be more than the dollar amount withdrawn from
the Contract Value. All references to withdrawals include deductions for any
applicable charges associated with those withdrawals and premium taxes, if any.

The following example demonstrates the impact of a proportionate withdrawal on
your Death Benefit:




    i4LIFE (Reg. TM) Advantage Guarantee of Principal Death Benefit.....    $200,000
    Total i4LIFE (Reg. TM) Regular Income Payment.......................    $ 25,000
    Additional withdrawal...............................................    $ 15,000   ($15,000/$150,000=10% withdrawal)
    Account Value at the time of additional withdrawal..................    $150,000


     Death Benefit Value after i4LIFE (Reg. TM) Regular Income Payment =
$200,000 - $25,000 = $175,000
     Death Benefit Value after additional withdrawal = $175,000 - $17,500 =
   $157,500
     Reduction in Death Benefit value for withdrawal = $175,000 x 10% = $17,500

The Regular Income Payments reduce the Death Benefit by $25,000 and the
additional withdrawal causes a 10% reduction in the Death Benefit, the same
percentage that the withdrawal reduced the Account Value. You may not change
this Death Benefit once it is elected.


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General Death Benefit Provisions. For all Death Benefit options, following the
Access Period, there is no Death Benefit. The Death Benefits also terminate
when the Account Value equals zero, because the Access Period terminates.

If there is a change in the Contractowner, joint owner or Annuitant during the
life of the contract, for any reason other than death, the only Death Benefit
payable for the new person will be the Account Value. On a joint life option,
the Secondary Life spouse must be either the primary Beneficiary or joint owner
in order to receive the remaining payments after the first spouse's death.

For nonqualified contracts, upon the death of the Contractowner, joint owner or
Annuitant, the Contractowner (or Beneficiary) may elect to terminate the
contract and receive full payment of the Death Benefit or may elect to continue
the contract and receive Regular Income Payments. Upon the death of the
Secondary Life, who is not also an owner, only the surrender value is paid.

If you are the owner of an IRA annuity contract, and there is no Secondary
Life, and you die during the Access Period, the i4LIFE (Reg. TM) Advantage will
terminate. A spouse Beneficiary may start a new i4LIFE (Reg. TM) Advantage
program.

If a death occurs during the Access Period, the value of the Death Benefit will
be determined as of the Valuation Date we approve the payment of the claim.
Approval of payment will occur upon our receipt of all the following:

   1. proof (e.g. an original certified death certificate), or any other proof
     of death satisfactory to us; and

   2. written authorization for payment; and

   3. all required claim forms, fully completed (including selection of a
     settlement option).

Notwithstanding any provision of this contract to the contrary, the payment of
Death Benefits provided under this contract must be made in compliance with
Code Section 72(s) or 401(a)(9) as applicable, as amended from time to time.
Death Benefits may be taxable. See Federal Tax Matters.

Upon notification to us of the death, Regular Income Payments may be suspended
until the death claim is approved by us. Upon approval, a lump sum payment for
the value of any suspended payments will be made as of the date the death claim
is approved, and Regular Income Payments will continue, if applicable. The
excess, if any, of the Death Benefit over the Account Value will be credited
into the contract at that time.

If a lump sum settlement is elected, the proceeds will be mailed within seven
days of approval by us of the claim subject to the laws, regulations and tax
code governing payment of Death Benefits. This payment may be postponed as
permitted by the Investment Company Act of 1940.

Withdrawals. You may request a withdrawal at any time prior to or during the
Access Period. We reduce the Account Value by the amount of the withdrawal, and
all subsequent Regular Income Payments will be recalculated. Withdrawals may
have tax consequences. See Federal Tax Matters.

Surrender. At any time prior to or during the Access Period, you may surrender
the contract by withdrawing the surrender value. If the contract is
surrendered, the contract terminates and no further Regular Income Payments
will be made.

Termination. For IRA contracts, you may terminate i4LIFE (Reg. TM) Advantage
prior to the end of the Access Period by notifying us in writing. The
termination will be effective on the next Valuation Date after we receive the
notice. Upon termination, the i4LIFE (Reg. TM) Advantage charge will end and
the Separate Account Annual Expenses for the Guarantee of Principal Death
Benefit will resume. Your Contract Value upon termination will be equal to the
Account Value on the Valuation Date we terminate i4LIFE (Reg. TM) Advantage.

For nonqualified contracts, you may not terminate i4LIFE (Reg. TM) Advantage
once it has been elected.



Annuity Payouts

When you apply for a contract, you may select any Annuity Commencement Date
permitted by law, which is usually on or before the Annuitant's 99th birthday.
Your financial professional may recommend that you annuitize at an earlier age.
As an alternative, Contractowners with Core Income Benefit may elect to
annuitize their Core Income Payments under the Core Income Payment Annuity
Payout Option.


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

You may elect Annuity Payouts in monthly, quarterly, semiannual or annual
installments. If the payouts from any Subaccount would be or become less than
$50, we have the right to reduce their frequency until the payouts are at least
$50 each. Following are explanations of the annuity options available.


Annuity Options

The annuity options outlined below do not apply to Contractowners who have
elected i4LIFE (Reg. TM) Advantage.

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<PAGE>

Life Annuity. This option offers a periodic payout during the lifetime of the
Annuitant and ends with the last payout before the death of the Annuitant. This
option offers the highest periodic payout since there is no guarantee of a
minimum number of payouts or provision for a Death Benefit for Beneficiaries.
However, there is the risk under this option that the recipient would receive
no payouts if the Annuitant dies before the date set for the first payout; only
one payout if death occurs before the second scheduled payout, and so on.

Life Annuity with Payouts Guaranteed for Designated Period. This option
guarantees periodic payouts during a designated period, usually 10 or 20 years,
and then continues throughout the lifetime of the Annuitant. The designated
period is selected by the Contractowner.

Joint Life Annuity. This option offers a periodic payout during the joint
lifetime of the Annuitant and a designated joint Annuitant. The payouts
continue during the lifetime of the survivor. However, under a joint life
annuity, if both Annuitants die before the date set for the first payout, no
payouts will be made. Only one payment would be made if both deaths occur
before the second scheduled payout, and so on.

Joint Life Annuity with Guaranteed Period. This option guarantees periodic
payouts during a designated period, usually 10 or 20 years, and continues
during the joint lifetime of the Annuitant and a designated joint Annuitant.
The payouts continue during the lifetime of the survivor. The designated period
is selected by the Contractowner.

Joint Life and Two Thirds to Survivor Annuity. This option provides a periodic
payout during the joint lifetime of the Annuitant and a designated joint
Annuitant. When one of the joint Annuitants dies, the survivor receives two
thirds of the periodic payout made when both were alive.

Joint Life and Two-Thirds Survivor Annuity with Guaranteed Period. This option
provides a periodic payout during the joint lifetime of the Annuitant and a
joint Annuitant. When one of the joint Annuitants dies, the survivor receives
two-thirds of the periodic payout made when both were alive. This option
further provides that should one or both of the Annuitants die during the
elected guaranteed period, usually 10 or 20 years, full benefit payment will
continue for the rest of the guaranteed period.

Unit Refund Life Annuity. This option offers a periodic payout during the
lifetime of the Annuitant with the guarantee that upon death a payout will be
made of the value of the number of Annuity Units (see Variable Annuity Payouts)
equal to the excess, if any, of:
o the total amount applied under this option divided by the Annuity Unit value
for the date payouts begin, minus
o the Annuity Units represented by each payout to the Annuitant multiplied by
the number of payouts paid before death.

The value of the number of Annuity Units is computed on the date the death
claim is approved for payment by the Home Office.

Life Annuity with Cash Refund. Fixed annuity benefit payments that will be made
for the lifetime of the Annuitant with the guarantee that upon death, should
(a) the total dollar amount applied to purchase this option be greater than (b)
the fixed annuity benefit payment multiplied by the number of annuity benefit
payments paid prior to death, then a refund payment equal to the dollar amount
of (a) minus (b) will be made.

Under the annuity options listed above, you may not make withdrawals. Other
options, with or without withdrawal features, may be made available by us. You
may pre-select an Annuity Payout option as a method of paying the Death Benefit
to a Beneficiary. If you do, the Beneficiary cannot change this payout option.
You may change or revoke in writing to our Home Office, any such selection,
unless such selection was made irrevocable. If you have not already chosen an
Annuity Payout option, the Beneficiary may choose any Annuity Payout option. At
death, options are only available to the extent they are consistent with the
requirements of the contract as well as Sections 72(s) and 401(a)(9) of the tax
code, if applicable.


General Information

Any previously selected Death Benefit in effect before the Annuity Commencement
Date will no longer be available on and after the Annuity Commencement Date.
You may change the Annuity Commencement Date, change the annuity option or
change the allocation of the investment among Subaccounts up to 30 days before
the scheduled Annuity Commencement Date, upon written notice to the Home
Office. You must give us at least 30 days' notice before the date on which you
want payouts to begin. We may require proof of age, sex, or survival of any
payee upon whose age, sex, or survival payments depend.

Unless you select another option, the contract automatically provides for a
life annuity with Annuity Payouts guaranteed for 10 years (on a fixed, variable
or combination fixed and variable basis, in proportion to the account
allocations at the time of annuitization) except when a joint life payout is
required by law. Under any option providing for guaranteed period payouts, the
number of payouts which remain unpaid at the date of the Annuitant's death (or
surviving Annuitant's death in case of joint life Annuity) will be paid to you
or your Beneficiary as payouts become due after we are in receipt of:
o proof, satisfactory to us, of the death;
o written authorization for payment; and
o all claim forms, fully completed.

                                                                              29
<PAGE>

Variable Annuity Payouts

Variable Annuity Payouts will be determined using:
o The Contract Value on the Annuity Commencement Date, less applicable premium
taxes;
o The annuity tables contained in the contract;
o The annuity option selected; and
o The investment performance of the fund(s) selected.

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

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

2. Credit the contract with a fixed number of Annuity Units equal to the first
periodic payout divided by the Annuity Unit value; and

3. Calculate the value of the Annuity Units each period thereafter.

Annuity Payouts assume an investment return of 3%, 4%, 5% or 6% per year, as
applied to the applicable mortality table. Some of these assumed interest rates
may not be available in your state; therefore, please contact the Home Office
or your financial professional. You may choose your assumed interest rate at
the time you elect a variable Annuity Payout on the administrative form
provided by us. The higher the assumed interest rate you choose, the higher
your initial annuity payment will be. The amount of each payout after the
initial payout will depend upon how the underlying fund(s) perform, relative to
the assumed rate. If the actual net investment rate (annualized) exceeds the
assumed rate, the payment will increase at a rate proportional to the amount of
such excess. Conversely, if the actual rate is less than the assumed rate,
annuity payments will decrease. The higher the assumed interest rate, the less
likely future annuity payments are to increase, or the payments will increase
more slowly than if a lower assumed rate was used. There is a more complete
explanation of this calculation in the SAI.


Small Contract Surrenders

We may surrender your contract, in accordance with the laws of your state if:
o your Contract Value drops below certain state specified minimum amounts
  ($1,000 or less) for any reason, including if your Contract Value decreases
  due to the performance of the Subaccounts you selected;
o no Purchase Payments have been received for two (2) full, consecutive
Contract Years; and
o the annuity benefit at the Annuity Commencement Date would be less than
  $20.00 per month (these requirements may differ in some states).

At least 60 days before we surrender your contract, we will send you a letter
at your last address we have on file, to inform you that your contract will be
surrendered. You will have the opportunity to make additional Purchase Payments
to bring your Contract Value above the minimum level to avoid surrender. We
will not surrender your contract if you are receiving guaranteed payments from
us under Core Income Benefit.


Delay of Payments

Contract proceeds from the VAA will be paid within seven days, except:
o when the NYSE is closed (other than weekends and holidays);
o times when market trading is restricted or the SEC declares an emergency, and
  we cannot value units or the funds cannot redeem shares; or
o when the SEC so orders to protect Contractowners.

If, pursuant to SEC rules, an underlying money market fund suspends payment of
redemption proceeds in connection with a liquidation of the fund, we will delay
payment of any transfer, partial withdrawal, surrender, loan, or Death Benefit
from the money market sub-account until the fund is liquidated.

Due to federal laws designed to counter terrorism and prevent money laundering
by criminals, we may be required to reject a Purchase Payment and/or deny
payment of a request for transfers, withdrawals, surrenders, or Death Benefits,
until instructions are received from the appropriate regulator. We also may be
required to provide additional information about a Contractowner's account to
government regulators.


Reinvestment Privilege

You may elect to make a reinvestment purchase with any part of the proceeds of
a surrender/withdrawal and we will recredit that portion of the
surrender/withdrawal charges attributable to the amount returned.

This election must be made by your written authorization to us on an approved
Lincoln reinvestment form and received in our Home Office within 30 days of the
date of the surrender/withdrawal, and the repurchase must be of a contract
covered by this prospectus. In the case of a qualified retirement plan, a
representation must be made that the proceeds being used to make the purchase
have


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<PAGE>


retained their tax-favored status under an arrangement for which the contracts
offered by this prospectus are designed. The number of Accumulation Units which
will be credited when the proceeds are reinvested will be based on the value of
the Accumulation Unit(s) on the next Valuation Date. This computation will
occur following receipt of the proceeds and request for reinvestment at the
Home Office. You may utilize the reinvestment privilege only once. For tax
reporting purposes, we will treat a surrender/withdrawal and a subsequent
reinvestment purchase as separate transactions (and a Form 1099 may be issued,
if applicable). Any taxable distribution that is reinvested may still be
reported as taxable. You should consult a tax advisor before you request a
surrender/withdrawal or subsequent reinvestment purchase.



Amendment of Contract

We reserve the right to amend the contract to meet the requirements of the 1940
Act or other applicable federal or state laws or regulations. You will be
notified in writing of any changes, modifications or waivers. Any changes are
subject to prior approval of your state's insurance department (if required).



Distribution of the Contracts
Lincoln Financial Distributors, Inc. ("LFD") serves as Principal Underwriter of
this contract. LFD is affiliated with Lincoln Life and is registered as a
broker-dealer with the SEC under the Securities Exchange Act of 1934 and is a
member of FINRA. Application for the contracts will be accepted at our Home
Office. The Principal Underwriter has entered into selling agreements with
Lincoln Financial Advisors Corporation and/or Lincoln Financial Securities
Corporation (collectively "LFN"), each an affiliate of ours. The Principal
Underwriter has also entered into selling agreements with broker-dealers that
are unaffiliated with us ("Selling Firms"). While the Principal Underwriter has
the legal authority to make payments to LFN and to broker-dealers which have
entered into selling agreements, we will make such payments on behalf of the
Principal Underwriter in compliance with appropriate regulations. We also pay
on behalf of LFD certain of its operating expenses related to the distribution
of this and other of our contracts. The Principal Underwriter may also offer
"non-cash compensation", as defined under FINRA's rules, which includes among
other things, merchandise, gifts, marketing support, sponsorships, seminars,
entertainment and travel expenses. You may ask your registered representative
or financial professional how he/she will personally be compensated, in whole
or in part, for the sale of the contract to you or for any alternative proposal
that may have been presented to you. You may wish to take such compensation
payments into account when considering and evaluating any recommendation made
to you in connection with the purchase of a contract. The following paragraphs
describe how payments are made by us and the Principal Underwriter to various
parties.

Compensation Paid to LFN. No commissions are paid to LFN in connection with the
sale of this contract. However, Lincoln Life pays for the operating and other
expenses of LFN, including the following sales expenses: registered
representative training allowances; compensation and bonuses for LFN's
management team; advertising expenses; and all other expenses of distributing
the contracts. LFN registered representatives and their managers are also
eligible for various cash benefits, such as bonuses, insurance benefits and
financing arrangements. In addition, LFN registered representatives who meet
certain productivity, persistency and length of service standards and/or their
managers may be eligible for additional compensation. Sales of the contracts
that are sold through LFN may help LFN registered representatives and/or their
managers qualify for such benefits. LFN registered representatives and their
managers may receive other payments from us for services that do not directly
involve the sale of the contracts, including payments made for the recruitment
and training of personnel, production of promotional literature and similar
services.

Incentive or payments described above are not charged directly to
Contractowners or the VAA. All compensation is paid from our resources which
include fees and charges imposed on your contract.

Compensation Paid to Unaffiliated Selling Firms. No commissions are paid in
connection with the sale of this contract. LFD also acts as wholesaler of the
contracts and performs certain marketing and other functions in support of the
distribution and servicing of the contracts. LFD may pay certain Selling Firms
or their affiliates additional amounts for, among other things: (1) "preferred
product" treatment of the contracts in their marketing programs, which may
include marketing services and increased access to registered representatives;
(2) sales promotions relating to the contracts; (3) costs associated with sales
conferences and educational seminars for their registered representatives; (4)
other sales expenses incurred by them; and (5) inclusion in the financial
products the Selling Firm offers.

Lincoln Life may provide loans to broker-dealers or their affiliates to help
finance marketing and distribution of the contracts, and those loans may be
forgiven if aggregate sales goals are met. In addition, we may provide staffing
or other administrative support and services to broker-dealers who distribute
the contracts. LFD, as wholesaler, may make bonus payments to certain Selling
Firms based on aggregate sales of our variable insurance contracts (including
the contracts) or persistency standards.

These additional types of compensation are not offered to all Selling Firms.
The terms of any particular agreement governing compensation may vary among
Selling Firms and the amounts may be significant. The prospect of receiving, or
the receipt of, additional compensation may provide Selling Firms and/or their
registered representatives with an incentive to favor sales of the contracts
over other variable annuity contracts (or other investments) with respect to
which a Selling Firm does not receive additional compensation, or


                                                                              31
<PAGE>

lower levels of additional compensation. You may wish to take such payment
arrangements into account when considering and evaluating any recommendation
relating to the contracts. Additional information relating to compensation paid
in 2015 is contained in the SAI.

Compensation Paid to Other Parties. Depending on the particular selling
arrangements, there may be others whom LFD compensates for the distribution
activities. For example, LFD may compensate certain "wholesalers", who control
access to certain selling offices, for access to those offices or for
referrals, and that compensation may be separate from the compensation paid for
sales of the contracts. LFD may compensate marketing organizations,
associations, brokers or consultants which provide marketing assistance and
other services to broker-dealers who distribute the contracts, and which may be
affiliated with those broker-dealers. Other incentives or payments described
above are not charged directly to Contractowners or the VAA. All compensation
is paid from our resources, which include fees and charges imposed on your
contract.


Contractowner Questions

The obligations to purchasers under the contracts are those of Lincoln Life.
This prospectus provides a general description of the material features of the
contract. Contracts, endorsements and riders may vary as required by state law.
Questions about your contract should be directed to us at 1-888-868-2583.



Federal Tax Matters

Introduction

The Federal income tax treatment of the contract is complex and sometimes
uncertain. The Federal income tax rules may vary with your particular
circumstances. This discussion does not include all the Federal income tax
rules that may affect you and your contract. This discussion also does not
address other Federal tax consequences (including consequences of sales to
foreign individuals or entities), or state or local tax consequences,
associated with the contract. As a result, you should always consult a tax
advisor about the application of tax rules found in the Internal Revenue Code
("Code"), Treasury Regulations and applicable IRS guidance to your individual
situation.



Nonqualified Annuities

This part of the discussion describes some of the Federal income tax rules
applicable to nonqualified annuities. A nonqualified annuity is a contract not
issued in connection with a qualified retirement plan, such as an IRA or a
section 403(b) plan, receiving special tax treatment under the Code. We may not
offer nonqualified annuities for all of our annuity products.


Tax Deferral On Earnings

Under the Code, you are generally not subject to tax on any increase in your
Contract Value until you receive a contract distribution. However, for this
general rule to apply, certain requirements must be satisfied:
o An individual must own the contract (or the Code must treat the contract as
owned by an individual).
o The investments of the VAA must be "adequately diversified" in accordance
with Treasury regulations.
o Your right to choose particular investments for a contract must be limited.
o The Annuity Commencement Date must not occur near the end of the Annuitant's
life expectancy.


Contracts Not Owned By An Individual

If a contract is owned by an entity (rather than an individual) the Code
generally does not treat it as an annuity contract for Federal income tax
purposes. This means that the entity owning the contract pays tax currently on
the excess of the Contract Value over the Purchase Payments for the contract.
Examples of contracts where the owner pays current tax on the contract's
earnings, if applicable, are contracts issued to a corporation or a trust. Some
exceptions to the rule are:
o Contracts in which the named owner is a trust or other entity that holds the
  contract as an agent for an individual; however, this exception does not
  apply in the case of any employer that owns a contract to provide deferred
  compensation for its employees;
o Immediate annuity contracts, purchased with a single premium, when the
  annuity starting date is no later than a year from purchase and
  substantially equal periodic payments are made, not less frequently than
  annually, during the Annuity Payout period;
o Contracts acquired by an estate of a decedent;
o Certain qualified contracts;
o Contracts purchased by employers upon the termination of certain qualified
plans; and
o Certain contracts used in connection with structured settlement agreements.

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<PAGE>

Investments In The VAA Must Be Diversified

For a contract to be treated as an annuity for Federal income tax purposes, the
investments of the VAA must be "adequately diversified." Treasury regulations
define standards for determining whether the investments of the VAA are
adequately diversified. If the VAA fails to comply with these diversification
standards, you could be required to pay tax currently on the excess of the
Contract Value over the contract Purchase Payments. Although we do not control
the investments of the underlying investment options, we expect that the
underlying investment options will comply with the Treasury regulations so that
the VAA will be considered "adequately diversified."


Restrictions

The Code limits your right to choose particular investments for the contract.
Because the IRS has issued little guidance specifying those limits, the limits
are uncertain and your right to allocate Contract Values among the Subaccounts
may exceed those limits. If so, you would be treated as the owner of the assets
of the VAA and thus subject to current taxation on the income and gains, if
applicable, from those assets. We do not know what limits may be set by the IRS
in any guidance that it may issue and whether any such limits will apply to
existing contracts. We reserve the right to modify the contract without your
consent in an attempt to prevent you from being considered as the owner of the
assets of the VAA for purposes of the Code.


Loss Of Interest Deduction

After June 8, 1997, if a contract is issued to a taxpayer that is not an
individual, or if a contract is held for the benefit of an entity, the entity
may lose a portion of its deduction for otherwise deductible interest expenses.
However, this rule does not apply to a contract owned by an entity engaged in a
trade or business that covers the life of one individual who is either (i) a
20% Owner of the entity, or (ii) an officer, director, or employee of the trade
or business, at the time first covered by the contract. This rule also does not
apply to a contract owned by an entity engaged in a trade or business that
covers the joint lives of the 20% Owner or the entity and the Owner's spouse at
the time first covered by the contract.


Age At Which Annuity Payouts Begin

The Code does not expressly identify a particular age by which Annuity Payouts
must begin. However, those rules do require that an annuity contract provide
for amortization, through Annuity Payouts, of the contract's Purchase Payments
and earnings. As long as annuity payments begin or are scheduled to begin on a
date on which the Annuitant's remaining life expectancy is enough to allow for
a sufficient Annuity Payout period, the contract should be treated as an
annuity. If the annuity contract is not treated as an annuity, you would be
currently taxed on the excess of the Contract Value over the Purchase Payments
of the contract.


Tax Treatment Of Payments

We make no guarantees regarding the tax treatment of any contract or of any
transaction involving a contract. However, the rest of this discussion assumes
that your contract will be treated as an annuity under the Code and that any
increase in your Contract Value will not be taxed until there is a distribution
from your contract.


Taxation Of Withdrawals And Surrenders


You will pay tax on withdrawals to the extent your Contract Value exceeds your
Purchase Payments in the contract. This income (and all other income from your
contract) is considered ordinary income (and does not receive capital gains
treatment and is not qualified dividend income). A higher rate of tax is paid
on ordinary income than on capital gains. You will pay tax on a surrender to
the extent the amount you receive exceeds your Purchase Payments. In certain
circumstances, your Purchase Payments are reduced by amounts received from your
contract that were not included in income. Surrender and reinstatement of your
contract will generally be taxed as a withdrawal. If you elected Core Income
Benefit, and if the guaranteed amount under that rider immediately before a
withdrawal exceeds your Contract Value, the Code may require that you include
those additional amounts in your income. Please consult your tax advisor.



Taxation Of Annuity Payouts, Including Regular Income Payments

The Code imposes tax on a portion of each Annuity Payout (at ordinary income
tax rates) and treats a portion as a nontaxable return of your Purchase
Payments in the contract. We will notify you annually of the taxable amount of
your Annuity Payout. Once you have recovered the total amount of the Purchase
Payment in the contract, you will pay tax on the full amount of your Annuity
Payouts. If Annuity Payouts end because of the Annuitant's death and before the
total amount in the contract has been distributed, the amount not received will
generally be deductible. If withdrawals, other than Regular Income Payments,
are taken from i4LIFE (Reg. TM) Advantage during the Access Period, they are
taxed subject to an exclusion ratio that is determined based on the amount of
the payment.


Taxation Of Death Benefits

We may distribute amounts from your contract because of the death of a
Contractowner or an Annuitant. The tax treatment of these amounts depends on
whether the Contractowner or the Annuitant dies before or after the Annuity
Commencement Date.

Death prior to the Annuity Commencement Date:

                                                                              33
<PAGE>

o If the Beneficiary receives Death Benefits under an Annuity Payout option,
they are taxed in the same manner as Annuity Payouts.
o If the Beneficiary does not receive Death Benefits under an Annuity Payout
  option, they are taxed in the same manner as a withdrawal.

Death after the Annuity Commencement Date:
o If Death Benefits are received in accordance with the existing Annuity Payout
  option following the death of a Contractowner who is not the Annuitant, they
  are excludible from income in the same manner as the Annuity Payout prior to
  the death of the Contractowner.
o If Death Benefits are received in accordance with the existing Annuity Payout
  option following the death of the Annuitant (whether or not the Annuitant is
  also the Contractowner), the Death Benefits are excludible from income if
  they do not exceed the Purchase Payments not yet distributed from the
  contract. All Annuity Payouts in excess of the Purchase Payments not
  previously received are includible in income.
o If Death Benefits are received in a lump sum, the Code imposes tax on the
  amount of Death Benefits which exceeds the amount of Purchase Payments not
  previously received.


Additional Taxes Payable On Withdrawals, Surrenders, Or Annuity Payouts

The Code may impose a 10% additional tax on any distribution from your contract
which you must include in your gross income. The 10% additional tax does not
apply if one of several exceptions exists. These exceptions include
withdrawals, surrenders, or Annuity Payouts that:
o you receive on or after you reach 591/2,
o you receive because you became disabled (as defined in the Code),
o you receive from an immediate annuity,
o a Beneficiary receives on or after your death, or
o you receive as a series of substantially equal periodic payments based on
  your life or life expectancy (non-natural owners holding as agent for an
  individual do not qualify).


Unearned Income Medicare Contribution

Congress enacted the "Unearned Income Medicare Contribution" as a part of the
Health Care and Education Reconciliation Act of 2010. This new tax, which
affects individuals whose modified adjusted gross income exceeds certain
thresholds, is a 3.8% tax on the lesser of (i) the individual's "unearned
income", or (ii) the dollar amount by which the individual's modified adjusted
gross income exceeds the applicable threshold. Unearned income includes the
taxable portion of distributions that you take from your annuity contract. The
tax is effective for tax years after December 31, 2012. If you take a
distribution from your contract that may be subject to the tax, we will include
a Distribution Code "D" in Box 7 of the Form 1099-R issued to report the
distribution. Please consult your tax advisor to determine whether your annuity
distributions are subject to this tax.


Special Rules If You Own More Than One Annuity Contract

In certain circumstances, you must combine some or all of the nonqualified
annuity contracts you own in order to determine the amount of an Annuity
Payout, a surrender, or a withdrawal that you must include in income. For
example, if you purchase two or more deferred annuity contracts from the same
life insurance company (or its affiliates) during any calendar year, the Code
treats all such contracts as one contract. Treating two or more contracts as
one contract could affect the amount of a surrender, a withdrawal or an Annuity
Payout that you must include in income and the amount that might be subject to
the additional tax described previously.


Loans and Assignments

Except for certain qualified contracts, the Code treats any amount received as
a loan under your contract, and any assignment or pledge (or agreement to
assign or pledge) of any portion of your Contract Value, as a withdrawal of
such amount or portion.


Gifting A Contract

If you transfer ownership of your contract to a person other than to your
spouse (or to your former spouse incident to divorce), and receive a payment
less than your contract's value, you will pay tax on your Contract Value to the
extent it exceeds your Purchase Payments not previously received. The new
owner's Purchase Payments in the contract would then be increased to reflect
the amount included in income.


Charges for Additional Benefits

Your contract automatically includes a basic Death Benefit and may include
other optional riders. The cost of the basic Death Benefit and any additional
benefit are deducted from your contract. It is possible that the tax law may
treat all or a portion of the Death Benefit and other optional rider charges,
if any, as a contract withdrawal.


34
<PAGE>

Special Considerations for Same-Sex Spouses

The U.S. Supreme Court recently held same-sex spouses who have been married
under state law will now be treated as spouses for purposes of federal law. You
are strongly encouraged to consult a tax advisor before electing spousal rights
under the contract.


Qualified Retirement Plans


We have designed the contracts for use in connection with certain types of
retirement plans that receive favorable treatment under the Code. Contracts
issued to or in connection with a qualified retirement plan are called
"qualified contracts." We issue contracts for use with various types of
qualified retirement plans. The Federal income tax rules applicable to those
plans are complex and varied. As a result, this prospectus does not attempt to
provide more than general information about the use of the contract with the
various types of qualified retirement plans. Persons planning to use the
contract in connection with a qualified retirement plan should obtain advice
from a competent tax advisor.



Types of Qualified Contracts and Terms of Contracts

Qualified retirement plans may include the following:
o Individual Retirement Accounts and Annuities ("Traditional IRAs")
o Roth IRAs
o Traditional IRA that is part of a Simplified Employee Pension Plan ("SEP")
o SIMPLE 401(k) plans (Savings Incentive Matched Plan for Employees)
o 401(a) / (k) plans (qualified corporate employee pension and profit-sharing
plans)
o 403(a) plans (qualified annuity plans)
o 403(b) plans (public school system and tax-exempt organization annuity plans)
o H.R. 10 or Keogh Plans (self-employed individual plans)
o 457(b) plans (deferred compensation plans for state and local governments and
tax-exempt organizations)

Our individual variable annuity products are not available for use with any of
the foregoing qualified retirement plan accounts, with the exception of
Traditional IRA, SEP IRA, and Roth IRA arrangements. We will amend contracts to
be used with a qualified retirement plan as generally necessary to conform to
the Code's requirements for the type of plan. However, the rights of a person
to any qualified retirement plan benefits may be subject to the plan's terms
and conditions, regardless of the contract's terms and conditions. In addition,
we are not bound by the terms and conditions of qualified retirement plans to
the extent such terms and conditions contradict the contract, unless we
consent.


Tax Treatment of Qualified Contracts

The Federal income tax rules applicable to qualified retirement plans and
qualified contracts vary with the type of plan and contract. For example:
o Federal tax rules limit the amount of Purchase Payments that can be made, and
  the tax deduction or exclusion that may be allowed for the Purchase
  Payments. These limits vary depending on the type of qualified retirement
  plan and the participant's specific circumstances (e.g., the participant's
  compensation).
o Minimum annual distributions are required under some qualified retirement
  plans once you reach age 701/2 or retire, if later as described below.
o Loans are allowed under certain types of qualified retirement plans, but
  Federal income tax rules prohibit loans under other types of qualified
  retirement plans. For example, Federal income tax rules permit loans under
  some section 403(b) plans, but prohibit loans under Traditional and Roth
  IRAs. If allowed, loans are subject to a variety of limitations, including
  restrictions as to the loan amount, the loan's duration, the rate of
  interest, and the manner of repayment. Your contract or plan may not permit
  loans.

Please note that qualified retirement plans such as 403(b) plans, 401(k) plans
and IRAs generally defer taxation of contributions and earnings until
distribution. As such, an annuity does not provide any additional tax deferral
benefit beyond the qualified retirement plan itself.


Tax Treatment of Payments

The Federal income tax rules generally include distributions from a qualified
contract in the participant's income as ordinary income. These taxable
distributions will include Purchase Payments that were deductible or excludible
from income. Thus, under many qualified contracts, the total amount received is
included in income since a deduction or exclusion from income was taken for
Purchase Payments. There are exceptions. For example, you do not include
amounts received from a Roth IRA in income if certain conditions are satisfied.


                                                                              35
<PAGE>

Required Minimum Distributions

Under most qualified plans, you must begin receiving payments from the contract
in certain minimum amounts by April 1 of the year following the year you attain
age 701/2 or retire, if later. You are required to take distributions from your
traditional IRAs by April 1 of the year following the year you reach age 701/2.
If you own a Roth IRA, you are not required to receive minimum distributions
from your Roth IRA during your life.

Failure to comply with the minimum distribution rules applicable to certain
qualified plans, such as Traditional IRAs, will result in the imposition of an
excise tax. This excise tax equals 50% of the amount by which a required
minimum distribution exceeds the actual distribution from the qualified plan.


Treasury regulations applicable to required minimum distributions include a
rule that may impact the distribution method you have chosen and the amount of
your distributions. Under these regulations, the presence of an enhanced Death
Benefit, or other benefit which could provide additional value to your
contract, may require you to take additional distributions. An enhanced Death
Benefit is any Death Benefit that has the potential to pay more than the
Contract Value or a return of Purchase Payments. Annuity contracts inside
Custodial or Trusteed IRAs will also be subject to these regulations. Please
contact your tax advisor regarding any tax ramifications.



Additional Tax on Early Distributions from Qualified Retirement Plans

The Code may impose a 10% additional tax on an early distribution from a
qualified contract that must be included in income. The Code does not impose
the additional tax if one of several exceptions applies. The exceptions vary
depending on the type of qualified contract you purchase. For example, in the
case of an IRA, the 10% additional tax will not apply to any of the following
withdrawals, surrenders, or Annuity Payouts:
o Distribution received on or after the Annuitant reaches 591/2,
o Distribution received on or after the Annuitant's death or because of the
Annuitant's disability (as defined in the Code),
o Distribution received as a series of substantially equal periodic payments
based on the Annuitant's life (or life expectancy), or
o Distribution received as reimbursement for certain amounts paid for medical
care.

These exceptions, as well as certain others not described here, generally apply
to taxable distributions from other qualified retirement plans. However, the
specific requirements of the exception may vary.


Unearned Income Medicare Contribution

Congress enacted the "Unearned Income Medicare Contribution" as a part of the
Health Care and Education Reconciliation Act of 2010. This new tax, which
affects individuals whose modified adjusted gross income exceeds certain
thresholds, is a 3.8% tax on the lesser of (i) the individual's "unearned
income", or (ii) the dollar amount by which the individual's modified adjusted
gross income exceeds the applicable threshold. Distributions that you take from
your contract are not included in the calculation of unearned income because
your contract is a qualified plan contract. However, the amount of any such
distribution is included in determining whether you exceed the modified
adjusted gross income threshold. The tax is effective for tax years after
December 31, 2012. Please consult your tax advisor to determine whether your
annuity distributions are subject to this tax.


Transfers and Direct Rollovers

As a result of Economic Growth and Tax Relief Reconciliation Act of 2001
(EGTRRA), you may be able to move funds between different types of qualified
plans, such as 403(b) and 457(b) governmental plans, by means of a rollover or
transfer. You may be able to rollover or transfer amounts between qualified
plans and traditional IRAs. These rules do not apply to Roth IRAs and 457(b)
non-governmental tax-exempt plans. The Pension Protection Act of 2006 (PPA)

permits direct conversions from certain qualified, 403(b) or 457(b) plans to
Roth IRAs (effective for distributions after 2007). There are special rules
that apply to rollovers, direct rollovers and transfers (including rollovers or
transfers of after-tax amounts). If the applicable rules are not followed, you
may incur adverse Federal income tax consequences, including paying taxes which
you might not otherwise have had to pay. Before we send a rollover
distribution, we will provide a notice explaining tax withholding requirements
(see Federal Income Tax Withholding). We are not required to send you such
notice for your IRA. You should always consult your tax advisor before you move
or attempt to move any funds.


The IRS issued Announcement 2014-32 confirming its intent to apply the
one-rollover-per-year limitation of 408(d)(3)(B) on an aggregate basis to all
IRAs that an individual owns. This means that an individual cannot make a
tax-free IRA-to-IRA rollover if he or she has made such a rollover involving
any of the individual's IRAs in the current tax year. If an intended rollover
does not qualify for tax-free rollover treatment, contributions to your IRA may
constitute excess contributions that may exceed contribution limits. This
one-rollover-per-year limitation does not apply to direct trustee-to-trustee
transfers.


Death Benefit and IRAs

Pursuant to IRS regulations, IRAs may not invest in life insurance contracts.
We do not believe that these regulations prohibit the Death Benefit from being
provided under the contract when we issue the contract as a Traditional or Roth
IRA. However, the law is


36
<PAGE>

unclear and it is possible that the presence of the Death Benefit under a
contract issued as a Traditional or Roth IRA could result in increased taxes to
you. Certain Death Benefit options may not be available for all of our
products.


Federal Income Tax Withholding

We will withhold and remit to the IRS a part of the taxable portion of each
distribution made under a contract unless you notify us prior to the
distribution that tax is not to be withheld. In certain circumstances, Federal
income tax rules may require us to withhold tax. At the time a withdrawal,
surrender, or Annuity Payout is requested, we will give you an explanation of
the withholding requirements.

Certain payments from your contract may be considered eligible rollover
distributions (even if such payments are not being rolled over). Such
distributions may be subject to special tax withholding requirements. The
Federal income tax withholding rules require that we withhold 20% of the
eligible rollover distribution from the payment amount, unless you elect to
have the amount directly transferred to certain qualified plans or contracts.
The IRS requires that tax be withheld, even if you have requested otherwise.
Such tax withholding requirements are generally applicable to 401(a), 403(a) or
(b), HR 10, and 457(b) governmental plans and contracts used in connection with
these types of plans.


Our Tax Status

Under the Code, we are not required to pay tax on investment income and
realized capital gains of the VAA. We do not expect that we will incur any
Federal income tax liability on the income and gains earned by the VAA.
However, the Company does expect, to the extent permitted under the Code, to
claim the benefit of the foreign tax credit as the owner of the assets of the
VAA. Therefore, we do not impose a charge for Federal income taxes. If there
are any changes in the Code that require us to pay tax on some or all of the
income and gains earned by the VAA, we may impose a charge against the VAA to
pay the taxes.


Changes in the Law

The above discussion is based on the Code, IRS regulations, and interpretations
existing on the date of this prospectus. However, Congress, the IRS, and the
courts may modify these authorities, sometimes retroactively.



Additional Information

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

The number of votes which you have the right to cast will be determined by
applying your percentage interest in a Subaccount to the total number of votes
attributable to the Subaccount. In determining the number of votes, fractional
shares will be recognized.

Each underlying fund is subject to the laws of the state in which it is
organized concerning, among other things, the matters which are subject to a
shareholder vote, the number of shares which must be present in person or by
proxy at a meeting of shareholders (a "quorum"), and the percentage of such
shares present in person or by proxy which must vote in favor of matters
presented. Because shares of the underlying fund held in the VAA are owned by
us, and because under the 1940 Act we will vote all such shares in the same
proportion as the voting instructions which we receive, it is important that
each Contractowner provide their voting instructions to us. For funds
un-affiliated with Lincoln, even though Contractowners may choose not to
provide voting instruction, the shares of a fund to which such Contractowners
would have been entitled to provide voting instruction will be voted by us in
the same proportion as the voting instruction which we actually receive. For
funds affiliated with Lincoln, shares of a fund to which such Contractowners
would have been entitled to provide voting instruction will, once we receive a
sufficient number of instructions we deem appropriate to ensure a fair
representation of Contractowners eligible to vote, be voted by us in the same
proportion as the voting instruction which we actually receive. As a result,
the instruction of a small number of Contractowners could determine the outcome
of matters subject to shareholder vote. All shares voted by us will be counted
when the underlying fund determines whether any requirement for a minimum
number of shares be present at such a meeting to satisfy a quorum requirement
has been met. Voting instructions to abstain on any item to be voted on will be
applied proportionately to reduce the number of votes eligible to be cast.

Whenever a shareholders meeting is called, we will provide or make available to
each person having a voting interest in a Subaccount proxy voting material,
reports and other materials relating to the funds. Since the funds engage in
shared funding, other persons or entities besides Lincoln Life may vote fund
shares. See Investments of the Variable Annuity Account - Fund Shares.


                                                                              37
<PAGE>

Return Privilege

Within the free-look period after you receive the contract, you may cancel it
for any reason by delivering or mailing it postage prepaid, to The Lincoln
National Life Insurance Company at PO Box 2348, Fort Wayne, IN 46801-2348. A
contract canceled under this provision will be void. Except as explained in the
following paragraph, we will return the Contract Value as of the Valuation Date
on which we receive the cancellation request, plus any premium taxes which had
been deducted. A purchaser who participates in the VAA is subject to the risk
of a market loss on the Contract Value during the free-look period.

For contracts written in those states whose laws require that we assume this
market risk during the free-look period, a contract may be canceled, subject to
the conditions explained before, except that we will return the greater of the
Purchase Payment(s) or Contract Value as of the Valuation Date we receive the
cancellation request, plus any premium taxes that had been deducted. IRA
purchasers will also receive the greater of Purchase Payments or Contract Value
as of the Valuation Date on which we receive the cancellation request.


State Regulation

As a life insurance company organized and operated under Indiana law, we are
subject to provisions governing life insurers and to regulation by the Indiana
Commissioner of Insurance. Our books and accounts are subject to review and
examination by the Indiana Department of Insurance at all times. A full
examination of our operations is conducted by that Department at least every
five years.


Records and Reports

As presently required by the 1940 Act and applicable regulations, we are
responsible for maintaining all records and accounts relating to the VAA. We
have entered into an agreement with The Bank of New York Mellon, One Mellon
Bank Center, 500 Grant Street, Pittsburgh, Pennsylvania, 15258, to provide
accounting services to the VAA. We will mail to you, at your last known address
of record at the Home Office, at least semi-annually after the first Contract
Year, reports containing information required by that Act or any other
applicable law or regulation.

A written confirmation of each transaction will be mailed to you on the next
Valuation Date, except for the following transactions, which are mailed
quarterly:
o deduction of any account fee or rider charges;
o any rebalancing event under Investment Requirements or the portfolio
rebalancing service;

o any transfer or withdrawal under AWS; and

o Regular Income Payments from i4LIFE (Reg. TM) Advantage.


Cyber Security

We rely heavily on interconnected computer systems and digital data to conduct
our variable products business. Because our business is highly dependent upon
the effective operation of our computer systems and those of our business
partners, our business is vulnerable to disruptions from utility outages, and
susceptible to operational and information security risks resulting from
information systems failure (e.g., hardware and software malfunctions), and
cyber-attacks. These risks include, among other things, the theft, misuse,
corruption and destruction of data maintained online or digitally, interference
with or denial of service, attacks on websites and other operational disruption
and unauthorized release of confidential customer information. Such systems
failures and cyber-attacks affecting us, any third-party administrator, the
underlying funds, intermediaries and other affiliated or third-party service
providers may adversely affect us and your Contract Value. For instance,
systems failures and cyber-attacks may interfere with our processing of
contract transactions, including the processing of orders from our website or
with the underlying funds, impact our ability to calculate Accumulation Unit
value, cause the release and possible destruction of confidential customer or
business information, impede order processing, subject us and/or our service
providers and intermediaries to regulatory fines and financial losses and/or
cause reputational damage. Cyber security risks may also impact the issuers of
securities in which the underlying funds invest, which may cause the funds
underlying your contract to lose value. There can be no assurance that we or
the underlying funds or our service providers will avoid losses affecting your
contract due to cyber-attacks or information security breaches in the future.


Other Information

You may elect to receive your prospectus, prospectus supplements, quarterly
statements, and annual and semiannual reports electronically over the Internet,
if you have an e-mail account and access to an Internet browser. Once you
select eDelivery, via the Internet Service Center, all documents available in
electronic format will no longer be sent to you in hard copy. You will receive
an e-mail notification when the documents become available online. It is your
responsibility to provide us with your current e-mail address. You can resume
paper mailings at any time without cost, by updating your profile at the
Internet Service Center, or contacting us. To learn more about this service,
please log on to www.LincolnFinancial.com, select service centers and continue
on through the Internet Service Center.


38
<PAGE>

Legal Proceedings
In the ordinary course of its business and otherwise, the Company and its
subsidiaries or its separate accounts and Principal Underwriter may become or
are involved in various pending or threatened legal proceedings, including
purported class actions, arising from the conduct of its business. In some
instances, the 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 proceedings, after consideration of any reserves
and rights to indemnification, ultimately will be resolved without materially
affecting the consolidated financial position of the Company and its
subsidiaries, or the financial position of its separate accounts or Principal
Underwriter. However, given the large and indeterminate amounts sought in
certain of these proceedings and the inherent difficulty in predicting the
outcome of such legal proceedings, it is reasonably possible that an adverse
outcome in certain matters could be material to the Company's operating results
for any particular reporting period. Please refer to the Statement of
Additional Information for possible additional information regarding legal
proceedings.


                                                                              39
<PAGE>

Contents of the Statement of Additional Information (SAI) for Lincoln Life
Variable Annuity Account N





Item

Special Terms
Services
Principal Underwriter
Purchase of Securities Being Offered
Annuity Payouts
Examples of Regular Income Payment Calculations
Determination of Accumulation and Annuity Unit Value
Capital Markets
Advertising & Ratings
Unclaimed Property
Additional Services
Other Information
Financial Statements



For a free copy of the SAI complete the form below:







                Statement of Additional Information Request Card
                     Lincoln Core IncomeSM Variable Annuity
                    Lincoln Life Variable Annuity Account N




...........................................................................................
Please send me a free copy of the current Statement of Additional Information for Lincoln
  Life Variable Annuity Account N Lincoln
Core IncomeSM Variable Annuity.


                                 (Please Print)


Name: -------------------------------------------------------------------------





Address: ----------------------------------------------------------------------






City --------------------------------------------------- State ---------
Zip ---------


Mail to The Lincoln National Life Insurance Company, PO Box 2348, Fort Wayne,
IN 46801-2348.

40
 
 
 
 

 

<PAGE>

Lincoln Core IncomeSM
Lincoln Life Variable Annuity Account N (Registrant)

The Lincoln National Life Insurance Company (Depositor)



Statement of Additional Information (SAI)
This SAI should be read in conjunction with the Lincoln Core IncomeSM
prospectus of Lincoln Life Variable Annuity Account N dated XX XX, 2016. You
may obtain a copy of the Lincoln Core IncomeSM prospectus on request and
without charge. Please write Lincoln Life Customer Service, The Lincoln
National Life Insurance Company, PO Box 2348, Fort Wayne, IN 46802, or call
1-888-868-2583.



Table of Contents


Item                                             Page

Special Terms                                   B-2
Services                                        B-2
Principal Underwriter                           B-2
Purchase of Securities Being Offered            B-2
Annuity Payouts                                 B-2
Examples of Regular Income Payment
Calculations                                    B-3
Determination of Accumulation and Annuity Unit
Value                                           B-4





Item                                            Page

Capital Markets                                 B-4
Advertising & Ratings                           B-4
Unclaimed Property                              B-4
Additional Services                             B-5
Other Information                               B-5
Financial Statements                            B-5



This SAI is not a prospectus.
The date of this SAI is XX XX, 2016.
<PAGE>

Special Terms
The special terms used in this SAI are the ones defined in the prospectus.


Services

Independent Registered Public Accounting Firm
Ernst & Young LLP, independent registered public accounting firm, One Commerce
Square, 2005 Market Street, Suite 700, Philadelphia, Pennsylvania, 19103, has
audited a) the financial statements of the Lincoln Life Variable Annuity
Account N as of December 31, 2015 and for the year then ended and the statement
of changes in net assets for each of the years in the two year period ended
December 31, 2015; and b) the consolidated financial statements of The Lincoln
National Life Insurance Company as of December 31, 2015 and 2014 and for each
of the three years in the period ended December 31, 2015, which are included in
this SAI and Registration Statement. The aforementioned financial statements
are included herein in reliance on Ernst & Young LLP's reports, given on their
authority as experts in accounting and auditing.


Keeper of Records

All accounts, books, records and other documents which are required to be
maintained for the VAA are maintained by us or by third parties responsible to
Lincoln Life. We have entered into an agreement with The Bank of New York
Mellon, One Mellon Bank Center, 500 Grant Street, Pittsburgh, Pennsylvania,
15258, to provide accounting services to the VAA. No separate charge against
the assets of the VAA is made by us for this service.



Principal Underwriter
Lincoln Financial Distributors, Inc. ("LFD"), an affiliate of Lincoln Life,
serves as principal underwriter (the "Principal Underwriter") for the
contracts, as described in the prospectus. The Principal Underwriter offers the
contracts to the public on a continuous basis and anticipates continuing to
offer the contracts, but reserves the right to discontinue the offering. The
Principal Underwriter offers the contracts through investment professionals who
offer investment advice for a fee. In addition, the Principal Underwriter has
entered into selling agreements with Lincoln Financial Advisors Corporation
and/or Lincoln Financial Securities Corporation (collectively, "LFN"), our
affiliates. The Principal Underwriter also may enter into selling agreements
with other broker-dealers ("Selling Firms") for the sale of the contracts.
Investment professionals of Selling Firms are appointed as our insurance
agents. LFD, acting as Principal Underwriter, paid $619,961,766, $606,129,776
and $561,689,144 to LFN and Selling Firms in 2013, 2014 and 2015 respectively,
as sales compensation with respect to all the contracts offered under the VAA.
The Principal Underwriter retained no underwriting commissions for the sale of
the contracts.



Purchase of Securities Being Offered
The variable annuity contracts are offered to the public through investment
professionals who offer investment advice for a fee, and who may also be
associated with broker-dealers. There are no special purchase plans for any
class of prospective buyers. However, under certain limited circumstances
described in the prospectus under the section Charges and Other Deductions, any
applicable account fee and/or surrender charge may be reduced or waived.

Both before and after the Annuity Commencement Date, there are exchange
privileges between Subaccounts, and from the VAA to the general account (if
available) subject to restrictions set out in the prospectus. See The
Contracts, in the prospectus. No exchanges are permitted between the VAA and
other separate accounts.

The offering of the contracts is continuous.



Annuity Payouts

Variable Annuity Payouts
Variable Annuity Payouts will be determined on the basis of:
o the dollar value of the contract on the Annuity Commencement Date less any
applicable premium tax;
o the annuity tables contained in the contract;
o the type of annuity option selected; and
o the investment results of the fund(s) selected.

                                                                             B-2
<PAGE>

In order to determine the amount of variable Annuity Payouts, we make the
  following calculation:
o first, we determine the dollar amount of the first payout;
o second, we credit the contract with a fixed number of Annuity Units based on
the amount of the first payout; and
o third, we calculate the value of the Annuity Units each period thereafter.

These steps are explained below.

The dollar amount of the first periodic variable Annuity Payout is determined
by applying the total value of the Accumulation Units credited under the
contract valued as of the Annuity Commencement Date (less any premium taxes) to
the annuity tables contained in the contract. The first variable Annuity Payout
will be paid 14 days after the Annuity Commencement Date. This day of the month
will become the day on which all future Annuity Payouts will be paid. Amounts
shown in the tables are based on the 1983 Table "a" Individual Annuity
Mortality Tables, modified, with an assumed investment return at the rate of
3%, 4%, 5% or 6% per annum, depending on the terms of your contract. The first
Annuity Payout is determined by multiplying the benefit per $1,000 of value
shown in the contract tables by the number of thousands of dollars of value
accumulated under the contract. These annuity tables vary according to the form
of annuity selected and the age of the Annuitant at the Annuity Commencement
Date. The assumed interest rate is the measuring point for subsequent Annuity
Payouts. If the actual net investment rate (annualized) exceeds the assumed
interest rate, the payout will increase at a rate equal to the amount of such
excess.

Conversely, if the actual rate is less than the assumed interest rate, Annuity
Payouts will decrease. If the assumed rate of interest were to be increased,
Annuity Payouts would start at a higher level but would decrease more rapidly
or increase more slowly.

We may use sex-distinct annuity tables in contracts that are not associated
with employer sponsored plans and where not prohibited by law.

At an Annuity Commencement Date, the contract is credited with Annuity Units
for each Subaccount on which variable Annuity Payouts are based. The number of
Annuity Units to be credited is determined by dividing the amount of the first
periodic payout by the value of an Annuity Unit in each Subaccount selected.
Although the number of Annuity Units is fixed by this process, the value of
such units will vary with the value of the underlying fund. The amount of the
second and subsequent periodic payouts is determined by multiplying the
Contractowner's fixed number of Annuity Units in each Subaccount by the
appropriate Annuity Unit value for the Valuation Date ending 14 days prior to
the date that payout is due.

The value of each Subaccount's Annuity Unit will be set initially at $1.00. The
Annuity Unit value for each Subaccount at the end of any Valuation Date is
determined by multiplying the Subaccount Annuity Unit value for the immediately
preceding Valuation Date by the product of:
o The net investment factor of the Subaccount for the Valuation Period for
which the Annuity Unit value is being determined, and
o A factor to neutralize the assumed investment return in the annuity table.

The value of the Annuity Units is determined as of a Valuation Date 14 days
prior to the payment date in order to permit calculation of amounts of Annuity
Payouts and mailing of checks in advance of their due dates. Such checks will
normally be issued and mailed at least three days before the due date.



Examples of Regular Income Payment Calculations
These examples will illustrate the impact of the length of the access period
and the impact of a withdrawal on the Regular Income Payments. These examples
assume that the investment return is the same as the assumed investment return
(AIR) to make the Regular Income Payment calculations simpler to understand.
The Regular Income Payments will vary based on the investment performance of
the underlying funds.




         Annuitant............................ Male, Age 65
         Secondary Life....................... Female, Age 63
         Purchase Payment..................... $200,000.00
         Regular Income Payment Frequency..... Annual
         AIR.................................. 4.0%
         Hypothetical Investment Return....... 4.0%

                                               20-year Access Period    30-Year Access Period
         Regular Income Payment............... $ 10,493.94              $9,952.72


A 10% withdrawal from the Account Value will reduce the Regular Income Payments
by 10% to $9,444.55 with the 20-year access period and $8,957.45 with the
30-year access period.


B-3
<PAGE>

At the end of the 20-year access period, the remaining Account Value of
$113,236 (assuming no withdrawals) will be used to continue the $10,493.94
Regular Income Payment during the lifetime income period for the lives of the
Annuitant and Secondary Life. At the end of the 30-year access period, the
remaining Account Value of $68,154 (assuming no withdrawals) will be used to
continue the $9,952.72 Regular Income Payment during the lifetime income period
for the lives of the Annuitant and Secondary Life. (Note: the Regular Income
Payments during the lifetime income period will vary with the investment
performance of the underlying funds).



Determination of Accumulation and Annuity Unit Value
A description of the days on which Accumulation and Annuity Units will be
valued is given in the prospectus. The New York Stock Exchange's (NYSE) most
recent announcement (which is subject to change) states that it will be closed
on weekends and on these 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. If any of these holidays occurs on a
weekend day, the Exchange may also be closed on the business day occurring just
before or just after the holiday. It may also be closed on other days.

Since the portfolios of some of the fund and series will consist of securities
primarily listed on foreign exchanges or otherwise traded outside the United
States, those securities may be traded (and the net asset value of those fund
and series and of the variable account could therefore be significantly
affected) on days when the investor has no access to those funds and series.



Capital Markets
In any particular year, our capital may increase or decrease depending on a
variety of factors - the amount of our statutory income or losses (which is
sensitive to equity market and credit market conditions), the amount of
additional capital we must hold to support business growth, changes in
reserving requirements, our inability to secure capital market solutions to
provide reserve relief, such as issuing letters of credit to support captive
reinsurance structures, changes in equity market levels, the value of certain
fixed-income and equity securities in our investment portfolio and changes in
interest rates.



Advertising & Ratings
We may include in certain advertisements, endorsements in the form of a list of
organizations, individuals or other parties which recommend Lincoln Life or the
policies. Furthermore, we may occasionally include in advertisements
comparisons of currently taxable and tax deferred investment programs, based on
selected tax brackets, or discussions of alternative investment vehicles and
general economic conditions.


Our financial strength is ranked and rated by nationally recognized independent
rating agencies. The ratings do not imply approval of the product and do not
refer to the performance of the product, or any separate account, including the
underlying investment options. Ratings are not recommendations to buy our
products. Each of the rating agencies reviews its ratings periodically.
Accordingly, all ratings are subject to revision or withdrawal at any time by
the rating agencies, and therefore, no assurance can be given that these
ratings will be maintained. The current outlook for the insurance subsidiaries
is stable for Moody's, A.M. Best, Fitch, and Standard & Poor's. Our financial
strength ratings, which are intended to measure our ability to meet contract
holder obligations, are an important factor affecting public confidence in most
of our products and, as a result, our competitiveness. A downgrade of our
financial strength rating could affect our competitive position in the
insurance industry by making it more difficult for us to market our products as
potential customers may select companies with higher financial strength ratings
and by leading to increased withdrawals by current customers seeking companies
with higher financial strength ratings. For more information on ratings,
including outlooks, see www.LincolnFinancial.com/investor.




Unclaimed Property
We have entered into a Global Resolution Agreement with a third party auditor
representing multiple states and jurisdictions. Under the terms of the Global
Resolution Agreement, the third party auditor has compared expanded matching
criteria to the Social Security Master Death File ("SSMDF") to identify
deceased insureds and policy or contract holders where a valid claim has not
been made. We have also entered into a Regulatory Settlement Agreement with
multiple states and jurisdictions. The Regulatory Settlement Agreement applies
prospectively and requires us to adopt and implement additional procedures
comparing our records to the SSMDF to identify unclaimed death benefits and
prescribes procedures for identifying and locating beneficiaries once deaths
are identified. Other jurisdictions that are not signatories to the Regulatory
Settlement Agreement are conducting examinations and audits of our compliance
with unclaimed property laws and considering proposals that would apply
prospectively and require life insurance companies to take additional steps to
identify unreported deceased policy and contract holders. These prospective
changes and any escheatable


                                                                             B-4
<PAGE>

property identified as a result of the audits and inquiries could result in:
(1) additional payments of previously unclaimed death benefits; (2) the payment
of abandoned funds to U.S. jurisdictions; and (3) changes in our practices and
procedures for the identification of escheatable funds and beneficiaries, which
would impact claim payments and reserves, among other consequences.



Additional Services
Automatic Withdrawal Service (AWS) - AWS provides an automatic, periodic
withdrawal of Contract Value to you. AWS may take place on either a monthly,
quarterly, semi-annual or annual basis, as selected by the Contractowner. You
may elect to participate in AWS at the time of application or at any time
before the Annuity Commencement Date by sending a written request to us. The
minimum Contract Value required to establish AWS is $10,000. You may cancel or
make changes to your AWS program at any time by sending a written request to
us. If telephone authorization has been elected, certain changes may be made by
telephone. Notwithstanding the requirements of the program, any withdrawal must
be permitted under Section 401(a)(9) of the IRC for qualified plans or
permitted under Section 72 of the IRC for non-qualified contracts. To the
extent that withdrawals under AWS do not qualify for an exemption from the
contingent deferred sales charge, we will assess any applicable surrender
charges on those withdrawals. See Surrender Charge.

Portfolio Rebalancing - Portfolio rebalancing is an option, which, if elected
by the Contractowner, restores to a pre-determined level the percentage of the
Contract Value, allocated to each variable Subaccount. This pre-determined
level will be the allocation initially selected when the contract was
purchased, unless subsequently changed. The portfolio rebalancing allocation
may be changed at any time by submitting a written request to us. If portfolio
rebalancing is elected, all Purchase Payments allocated to the variable
Subaccounts must be subject to portfolio rebalancing. Portfolio rebalancing may
take place on either a monthly, quarterly, semi-annual or annual basis, as
selected by the Contractowner. The Contractowner may terminate the portfolio
rebalancing program or re-enroll at any time by sending a written request to
us. If telephone authorization has been elected, the Contractowner may make
these elections by phone. The portfolio rebalancing program is not available
following the Annuity Commencement Date.



Other Information
Due to differences in redemption rates, tax treatment or other considerations,
the interests of policyholders under the variable life accounts could conflict
with those of Contractowners under the VAA. In those cases, where assets from
variable life and variable annuity separate accounts are invested in the same
fund(s) (i.e., where mixed funding occurs), the Boards of Directors of the fund
involved will monitor for any material conflicts and determine what action, if
any, should be taken. If it becomes necessary for any separate account to
replace shares of any fund with another investment, that fund may have to
liquidate securities on a disadvantageous basis. Refer to the prospectus for
each fund for more information about mixed funding.



Financial Statements
(To be filed by amendment)

B-5

 
 
 

 


 
Lincoln Life Variable Annuity Account N
 
PART C - OTHER INFORMATION
 
Item 24. Financial Statements and Exhibits
 
(a) List of Financial Statements
 
1. Part A
 
The Table of Condensed Financial Information is included in Part A of this Registration Statement. (To Be Filed by Amendment)
 
2. Part B
 
The following financial statements for the Variable Account are included in Part B of this Registration Statement: (To Be Filed by Amendment)
 
Statement of Assets and Liabilities - December 31, 2015
Statement of Operations - Year ended December 31, 2015
Statements of Changes in Net Assets - Years ended December 31, 2015 and 2014
Notes to Financial Statements - December 31, 2015
Report of Independent Registered Public Accounting Firm
 
3. Part B
 
The following consolidated financial statements for The Lincoln National Life Insurance Company are included in Part B of this Registration Statement: (To Be Filed by Amendment)
 
Consolidated Balance Sheets - Years ended December 31, 2015 and 2014
Consolidated Statements of Comprehensive Income (Loss) - Years ended December 31, 2015, 2014 and 2013
Consolidated Statements of Stockholder’s Equity - Years ended December 31, 2015, 2014 and 2013
Consolidated Statements of Cash Flows - Years ended December 31, 2015, 2014 and 2013
Notes to Consolidated Financial Statements - December 31, 2015
Report of Independent Registered Public Accounting Firm
 
(b) List of Exhibits
 
(1) Resolutions of the Board of Directors of The Lincoln National Life Insurance Company establishing Separate Account N incorporated herein by reference to Registration Statement on Form N-4 (File No. 333-40937) filed on November 25, 1997.
 
(2) Not Applicable
 
(3)(a) Broker-Dealer Selling Agreement among The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York and Lincoln Financial Distributors, Inc. incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-170897) filed on April 8, 2011.
 
(b) Amended and Restated Principal Underwriting Agreement dated May 1, 2007 between The Lincoln National Life Insurance Company and Lincoln Financial Distributors, Inc. incorporated herein by reference to Post-Effective Amendment No. 24 (File No. 333-61554) filed on December 18, 2007.
 
(4)(a) Annuity Contract (30070-A 8/03) incorporated herein by reference to Registration Statement on Form N-4 (File No. 333-138190) filed on October 25, 2006.
 
(b) Core Income Benefit rider (To Be Filed by Amendment)
 
(c) Guarantee of Principal Rider (32148 5/03) incorporated herein by reference to Post-Effective Amendment No. 6 (File No. 333-35780) filed on April 22, 2003.
 
(d) Variable Annuity Payment Option Rider (I4LA-NQ 8/10) incorporated herein by reference to Post-Effective Amendment No. 44 (File No. 333-40937) filed on October 28, 2010.
 
(e) Variable Annuity Payment Option Rider (I4LA-Q 8/10) incorporated herein by reference to Post-Effective Amendment No. 44 (File No. 333-40937) filed on October 28, 2010.
 
(5) Core Income Application (To Be Filed by Amendment)

 
 

 


 
(6)(a) Articles of Incorporation of The Lincoln National Life Insurance Company incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-04999) filed on September 24, 1996.
 
(b) By-laws of The Lincoln National Life Insurance Company incorporated herein by reference to Post-Effective Amendment No. 3 on Form N-6 (File No. 333-118478) filed on April 5, 2007.
 
(7)(a) Automatic Indemnity Reinsurance Agreement Amended and Restated as of October 1, 2009 between The Lincoln National Life Insurance Company and Lincoln National Reinsurance Company (Barbados) Limited incorporated herein by reference to Post-Effective Amendment No. 43 (File No. 033-26032) filed on April 7, 2010.
 
(i) Amendments to the Automatic Indemnity Reinsurance Agreement incorporated herein by reference to Post-Effective Amendment No. 28 (File No. 333-138190) filed on November 5, 2013.
 
(b) Automatic Reinsurance Agreement dated July 1, 2007 between The Lincoln National Life Insurance Company and Swiss Re Life & Health America Inc. incorporated herein by reference to Post-Effective Amendment No. 5 (File No. 333-138190) filed on April 8, 2008.
 
(i) Amendments to Automatic Reinsurance Agreement dated July 1, 2007 between The Lincoln National Life Insurance Company and Swiss Re Life & Health America Inc. incorporated herein by reference to Post-Effective Amendment No. 40 (File No. 333-40937) filed on April 7, 2010.
 
        (c) Third Amended and Restated Reinsurance Agreement between The Lincoln National Life Insurance Company and Union Hamilton Reinsurance, LTD incorporated herein by reference to Post-Effective Amendment No. 17 (File No. 333-170529) filed on April 26, 2016.
 
(8)(a) Fund Participation Agreements and Amendments between The Lincoln National Life Insurance Company and:
 
(i) Lincoln Variable Insurance Products Trust incorporated herein by reference to Post-Effective Amendment No. 24 on Form N-6 (File No. 333-146507) filed on April 1, 2016.
 
(b) Rule 22c-2 Agreements between The Lincoln National Life Insurance Company and:
 
(i) Lincoln Variable Insurance Products Trust incorporated herein by reference to Post-Effective Amendment No. 30 (File No. 333-36304) filed on May 29, 2008.
 
(c) Accounting and Financial Administration Services Agreement dated October 1, 2007 among Mellon Bank, N.A., The Lincoln National Life Insurance Company and Lincoln Life & Annuity Company of New York is incorporated herein by reference to Registration Statement on Form N-4 (File No. 333-147673) filed on November 28, 2007.
 
(9) Opinion and Consent of Mary Jo Ardington, Associate General Counsel of The Lincoln National Life Insurance Company as to the legality of securities being issued (To Be Filed by Amendment)
 
(10)(a) Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (To Be Filed by Amendment)
 
(b) Power of Attorney - Principal Officers and Directors of The Lincoln National Life Insurance Company
 
(11) Not applicable
 
(12) Not applicable
 
(13) Organizational Chart of the Lincoln National Insurance Holding Company System incorporated herein by reference to Post-Effective Amendment No. 15 (File No. 333-170897) filed on June 30, 2016.
 

B-2

 
 

 

Item 25. Directors and Officers of the Depositor
 
The following list contains the officers and directors of The Lincoln National Life Insurance Company who are engaged directly or indirectly in activities relating to Lincoln Life Variable Annuity Account N as well as the contracts. The list also shows The Lincoln National Life Insurance Company's executive officers.
 
Name
 
Positions and Offices with Depositor
Ellen G. Cooper*
 
Executive Vice President, Chief Investment Officer and Director
Jeffrey D. Coutts*
 
Senior Vice President and Treasurer
Randal J. Freitag*
 
Executive Vice President, Chief Financial Officer and Director
Wilford H. Fuller*
 
Executive Vice President and Director
Dennis R. Glass*
 
President and Director
Kirkland L. Hicks*
 
Executive Vice President, General Counsel and Secretary
Mark E. Konen*
 
Executive Vice President and Director
Christine Janofsky*
 
Senior Vice President, Chief Accounting Officer and Controller
Keith J. Ryan**
 
Vice President and Director
Joseph D. Spada***
 
Vice President and Chief Compliance Officer for Separate Accounts
 
*Principal business address is Radnor Financial Center, 150 Radnor Chester Road, Radnor, PA 19087
**Principal business address is 1300 South Clinton Street, Fort Wayne, Indiana 46802
***Principal business address is 350 Church Street, Hartford, Connecticut 06096
 
Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant
 
See Exhibit 13: Organizational Chart of the Lincoln National Insurance Holding Company System.
 
Item 27. Number of Contractowners
 
As of October 31, 2016 there were 356,980 contract owners under Account N.
 
Item 28. Indemnification
 
a) Brief description of indemnification provisions.
 
In general, Article VII of the By-Laws of The Lincoln National Life Insurance Company (Lincoln Life or Company) provides that Lincoln Life will indemnify certain persons against expenses, judgments and certain other specified costs incurred by any such person if he/she is made a party or is threatened to be made a party to a suit or proceeding because he/she was a director, officer, or employee of Lincoln Life, as long as he/she acted in good faith and in a manner he/she reasonably believed to be in the best interests of, or act opposed to the best interests of, Lincoln Life. Certain additional conditions apply to indemnification in criminal proceedings.
 
In particular, separate conditions govern indemnification of directors, officers, and employees of Lincoln Life in connection with suits by, or in the right of, Lincoln Life.
 
Please refer to Article VII of the By-Laws of Lincoln Life (Exhibit no. 6(b) hereto) for the full text of the indemnification provisions. Indemnification is permitted by, and is subject to the requirements of, Indiana law.
 
b) Undertaking pursuant to Rule 484 of Regulation C under the Securities Act of 1933:
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 28(a) above or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any such action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
Item 29. Principal Underwriter
 
(a) Lincoln Financial Distributors, Inc. (“LFD”) currently serves as Principal Underwriter for: Lincoln National Variable Annuity Account C; Lincoln National Flexible Premium Variable Life Account D; Lincoln National Variable Annuity Account E; Lincoln National Flexible Premium Variable Life Account F; Lincoln National Flexible Premium Variable Life Account G; Lincoln National Variable Annuity Account H; Lincoln Life & Annuity Variable Annuity Account H; Lincoln Life Flexible Premium Variable Life Account J; Lincoln Life Flexible Premium Variable Life Account K; Lincoln National Variable Annuity Account L; Lincoln Life &

B-3

 
 

 


 
Annuity Variable Annuity Account L; Lincoln Life Flexible Premium Variable Life Account M; Lincoln Life & Annuity Flexible Premium Variable Life Account M; Lincoln Life Variable Annuity Account N; Lincoln New York Account N for Variable Annuities; Lincoln Life Variable Annuity Account Q; Lincoln Life Flexible Premium Variable Life Account R; LLANY Separate Account R for Flexible Premium Variable Life Insurance; Lincoln Life Flexible Premium Variable Life Account S; LLANY Separate Account S for Flexible Premium Variable Life Insurance; Lincoln Life Variable Annuity Account T; Lincoln Life Variable Annuity Account W; and Lincoln Life Flexible Premium Variable Life Account Y and Lincoln Life & Annuity Flexible Premium Variable Life Account Y; Lincoln Life Variable Annuity Account JF-H; Lincoln Life Variable Annuity Account JF-I; Lincoln Life Flexible Premium Variable Life Account JF-A; Lincoln Life Flexible Premium Variable Life Account JF-C; Lincoln Life Variable Annuity Account JL-A; Lincoln Life & Annuity Flexible Premium Variable Life Account JA-B; Lincoln Variable Insurance Products Trust; Lincoln Advisors Trust.
 
(b) Officers and Directors of Lincoln Financial Distributors, Inc.:

Name
 
Positions and Offices with Underwriter
Andrew J. Bucklee*
 
Senior Vice President and Director
Patrick J. Caulfield**
 
Vice President, Chief Compliance Officer and Senior Counsel
Jeffrey D. Coutts*
 
Senior Vice President and Treasurer
Wilford H. Fuller*
 
President, Chief Executive Officer and Director
John C. Kennedy*
 
Senior Vice President, Head of Retirement Solutions Distribution, and Director
Thomas P. O'Neill*
 
Senior Vice President and Chief Operating Officer
Christopher P. Potochar*
 
Senior Vice President and Director, Head of Finance and Strategy
Nancy A. Smith*
 
Secretary
 
*Principal Business address is Radnor Financial Center, 150 Radnor Chester Road, Radnor, PA 19087
**Principal Business address is 350 Church Street, Hartford, CT 06103
 
(c) N/A
 
Item 30. Location of Accounts and Records
 
All accounts, books, and other documents, required to be maintained by Section 31a of the 1940 Act and the Rules promulgated thereunder are maintained by The Lincoln National Life Insurance Company (“Lincoln Life”), 1300 South Clinton Street, Fort Wayne, Indiana 46802 pursuant to an administrative services agreement with Lincoln Life & Annuity Company of New York. Lincoln Life has entered into an agreement with Bank of New York Mellon, One Mellon Bank Center, 500 Grant Street, Pittsburgh, PA 15258, to provide accounting services for the VAA.
 
Item 31. Management Services
 
Not Applicable.
 
Item 32. Undertakings
 
(a) Registrant undertakes that it will file a post-effective amendment to this registration statement as frequently as necessary to ensure that the audited financial statements in the registration statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted.
 
(b) Registrant undertakes that it will include either (1) as part of any application to purchase a Certificate or an Individual Contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or a similar written communication affixed to or included in the Prospectus that the applicant can remove to send for a Statement of Additional Information.
 
(c) Registrant undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request to Lincoln Life at the address or phone number listed in the Prospectus.
 
(d) The Lincoln National Life Insurance Company hereby represents that 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.
 
SIGNATURES
 
(a) As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has caused this Pre-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf, in the City of Hartford, and State of Connecticut on this 6th day of December, 2016.
 
Lincoln Life Variable Annuity Account N (Registrant)
Lincoln Core IncomeSM
 
 
By:
/s/ Kimberly A. Genovese
Kimberly A. Genovese
Assistant Vice President, The Lincoln National Life Insurance Company
(Title)
 
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
(Depositor)
 
By:
/s/ Daniel P. Herr
Daniel P. Herr
(Signature-Officer of Depositor)
Senior Vice President, The Lincoln National Life Insurance Company
(Title)
 
(b) As required by the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons in their capacities indicated on December 6, 2016.

Signature
Title
*
Dennis R. Glass
President and Director (Principal Executive Officer)
*
Ellen Cooper
Executive Vice President, Chief Investment Officer and Director
*
Randal J. Freitag
Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer)
*
Wilford H. Fuller
Executive Vice President and Director
*
Mark E. Konen
Executive Vice President and Director
*
Keith J. Ryan
Vice President and Director
*By: /s/ Kimberly A. Genovese
Kimberly A. Genovese
Pursuant to a Power of Attorney

B-4