n4a.htm

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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 Secured Retirement IncomeSM Version 2
Lincoln National Variable Annuity Account C
Group Variable Annuity Contracts
Home Office:
The Lincoln National Life Insurance Company
1300 South Clinton Street
Fort Wayne, IN 46802
1-800-234-3500

This prospectus describes a group variable annuity contract with a Guaranteed
Benefit for covered Participants that is issued by The Lincoln National Life
Insurance Company (Lincoln Life or Company). This prospectus is primarily for
use with certain qualified retirement plans. Generally, you do not pay federal
income tax on the contract's growth until it is paid out. Qualified retirement
plans already provide for tax deferral. Therefore, there should be reasons
other than tax deferral for acquiring the contract within a qualified plan. The
contract is designed to accumulate Participant Account Value and to provide
retirement income over a certain period of time, or for life, subject to
certain conditions. If the Participant dies before the Annuity Commencement
Date, a Death Benefit may be payable.

This contract is sold to qualified retirement plans to provide Participants
with guaranteed lifetime periodic withdrawals.

All Purchase Payments for benefits on a variable basis will be placed in
Lincoln National Variable Annuity Account C (Variable Annuity Account (VAA)).
The VAA is a segregated investment account of Lincoln Life. You take all the
investment risk on the Contract Value derived from Purchase Payments into the
contract's variable option. If the Subaccount makes money, your Contract Value
goes up; if the Subaccount loses money, it goes down. How much it goes up or
down depends on the performance of the fund. We do not guarantee how the
variable option or its fund 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 fund is: LVIP Protected Profile Moderate Fund (fund), a series of
the Lincoln Variable Insurance Products Trust. The fund is a fund of funds and
invests substantially all of its assets in other funds.

This prospectus gives you information about the contracts that you should know
before deciding to buy a contract and make Purchase Payments. You should also
review the prospectus for the fund 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 contracts 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, P.O. Box 2340, Fort Wayne, IN 46801 or call 1-800-234-3500.
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.

____, 2012

1
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Table of Contents

<TABLE>
<CAPTION>
Item Page
<S> <C>
Special Terms 3
Expense Tables 5
Summary of Common Questions 6
The Lincoln National Life Insurance Company 7
Variable Annuity Account (VAA) 8
Charges and Other Deductions 10
The Contracts 11
Guaranteed Withdrawal Benefit 12
Surrenders and Withdrawals 17
Annuity Payouts 18
Federal Tax Matters 19
Voting Rights 22
Distribution of the Contracts 23
Return Privilege 24
Other Information 24
Legal Proceedings 24
Statement of Additional Information
Table of Contents for Lincoln National Variable Annuity Account C 26
</TABLE>

2
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Special Terms
In this prospectus, the following terms have the indicated meanings:

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

Accumulation Unit-A measure used to calculate Contract Value for the variable
side of the contract before the Annuity Commencement Date.

Additional Plan Expenses-The maximum amount of Plan expenses that can be
deducted from the contract on an annual basis that will not reduce the
Guaranteed Withdrawal Benefit or the Death Benefit. The annual maximum amount
is specified in the contract.

Annuitant-The person upon whose life the annuity payments are based.

Annuity Commencement Date-The Valuation Date when funds are withdrawn to
provide a fixed dollar payout for payment of annuity benefits under the Annuity
Payout option you select .

Annuity Payout- An amount paid at regular intervals after the Annuity
Commencement Date under one of several options available to the Annuitant
and/or any other payee. This amount is paid on a fixed basis.

Automatic Annual Step-up-a feature that provides an automatic step-up of the
Income Base to the Participant Account Value, subject to certain conditions.

Benefit Year- For each Participant, the 12-month period starting with the date
the initial contribution is made to the group annuity contract for a
Participant, and starting with each anniversary of the date of the initial
contribution after that.

Beneficiary-The person or entity designated by the Participant to receive any
Death Benefit paid if the Participant dies before the Annuity Commencement
Date.

Contractowner (you, your, owner)-An employer or a Plan sponsor, a trustee of a
trust or a custodian of: (1) a qualified pension or profit sharing plan under
Section 401(a) of the Internal Revenue Code, or "tax code"; (2) an Individual
Retirement Annuity under Section 408 of the tax code; (3) a tax deferred
annuity under Section 403(b) of the tax code; or (4) a deferred compensation
plan under Section 457 of the tax code. Additional Contractowners may be
allowed upon approval by us.

Contract Value-At a given time before the Annuity Commencement Date, the total
value of all Accumulation Units for a contract.

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

Death Benefit-Before the Annuity Commencement Date, the amount payable to a
designated Beneficiary if the Participant dies.

Excess Withdrawals-Amounts withdrawn from the contract which may decrease or
eliminate guarantees under the Guaranteed Withdrawal Benefit or the Death
Benefit provisions. All withdrawals are Excess Withdrawals except withdrawals
to provide the Guaranteed Annual Income, the Guaranteed Withdrawal Benefit
charge and the Additional Plan Expenses.

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.

Guaranteed Annual Income (GAI)-The guaranteed periodic withdrawal amount
available from the Participant Account Value each Benefit Year for the life of
a Participant and spouse (if applicable).

Guaranteed Annual Income Effective Date-The Valuation Date the request to
receive Guaranteed Annual Income amounts for a Participant is approved by the
Home Office.

Guaranteed Withdrawal Benefit or Benefit-The feature of this contract that
provides guaranteed lifetime periodic withdrawals called GAI that may increase
based on Automatic Annual Step-ups and also age-based increases to the
withdrawal amount, regardless of investment performance of the contract and
provided certain conditions are met.

Guaranteed Withdrawal Benefit Effective Date (GWB Effective Date)-The date of
the first Purchase Payment into the VAA by the Contractowner on behalf of the
Participant.

Income Base-A value used to calculate the Guaranteed Annual Income amount. The
amount of the Income Base varies for each Participant and is adjusted as set
forth in this prospectus.

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

Participant-A person defined as a Participant in the Plan, who has enrolled
under a contract, on whose behalf Lincoln Life maintains a Participant Account
Value. This individual is also the Annuitant.

Participant Account Value-The Participant's share of the Contract Value.

Plan-The retirement program that an employer offers to its employees for which
a contract is used to accumulate funds.

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<PAGE>

Purchase Payments-The sum of all amounts paid into the contract. Purchase
Payments are allocated to the LVIP Protected Profile Moderate Fund and are used
to fund the Guaranteed Withdrawal Benefits under the contract.

Subaccount-The portion of the VAA that reflects investments in Accumulation
Units of the fund available under the contracts.

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.

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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 or surrender the contract.

CONTRACTOWNER TRANSACTION EXPENSES:

<TABLE>
<S>
There are no sales charges, deferred sales charges, or surrender charges associated with
this contract.
</TABLE>

The next table 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>
<S> <C>
Separate Account Annual Expense (as a percentage of average daily net assets in the
Subaccount):
Mortality and Expense Risk and Administrative Charge.................................... 0.25%
Guaranteed Withdrawal Benefit1............................................................
Guaranteed Maximum Monthly Charge....................................................... 0.17%
Current Monthly Charge.................................................................. 0.083%
</TABLE>

(1) As percentage of the Income Base (initial Purchase Payment), as increased
for subsequent Purchase Payments, Automatic Annual Step-ups and decreased
upon an Excess Withdrawal. This charge is deducted from the Participant
Account Value on a monthly basis.

<TABLE>

</TABLE>

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, 2011. More
detail concerning each fund's fees and expenses is contained in the prospectus
for each fund.

<TABLE>
<CAPTION>
Minimum Maximum
--------- --------
<S> <C> <C>
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)................................... 0.80% 0.80%

</TABLE>

The following table shows the expenses charged by the fund for the year ended
December 31, 2011:

(as a percentage of each fund's average net assets):

<TABLE>
<CAPTION>
Other
Management 12b-1 Fees Expenses
Fees (before (before any (before any
any waivers/ waivers/ waivers/
reimburse- reimburse- reimburse-
ments) + ments) + ments) +
<S> <C> <C> <C> <C> <C> <C>
LVIP Protected Profile Moderate Fund 0.25% 0.00% 0.03%

<CAPTION>
Total
Total Total Expenses
Expenses Contractual (after
Acquired (before any waivers/ Contractual
Fund waivers/ reimburse- waivers/
Fees and reimburse- ments reimburse-
Expenses = ments) (if any) ments)
<S> <C> <C> <C> <C> <C>
LVIP Protected Profile Moderate Fund 0.52% 0.80% 0.00% 0.80%
</TABLE>

The fund has reserved the right to impose fees when funds shares are redeemed
within a specified period of time of purchase ("redemption fees") not reflected
in the table above. There are no redemption fees at this time.

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

5
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EXAMPLES

These examples are 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 separate account annual expenses, benefit charges and fund fees
and expenses.

The examples assume that you invest $10,000 in the contract for the time
periods indicated, and that your investment has a 5% annual return on assets
and the maximum fees and expenses of the fund. The examples also assume that
the guaranteed maximum contract charges 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:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
-------- --------- --------- ---------
<S> <C> <C> <C>
$307 $958 $1,662 $3,678
</TABLE>

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

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
-------- --------- --------- ---------
<S> <C> <C> <C>
$307 $958 $1,662 $3,678
</TABLE>

For more information - See Charges and Other Deductions in this prospectus.
These examples should not be considered a representation of past or future
expenses. Actual expenses may be more or less than those shown.

Summary of Common Questions

What kind of contract is this? It is a group variable annuity contract between
the Contractowner and Lincoln Life that will provide a Guaranteed Withdrawal
Benefit to Participants who have allocated Purchase Payments to this contract.
See The Contracts. This prospectus provides a general description of the
contract. Certain benefits, features, and charges may vary in certain states.
You should refer to your contract for any state-specific provisions. All
material state variations are discussed in this prospectus.

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 the Subaccount. VAA assets are
not chargeable with liabilities arising out of any other business which we may
conduct. Remember that Contractowners and Participants in the VAA benefit from
any gain, and take a risk of any loss in the value of the securities in the
fund's portfolios. See Variable Annuity Account.

What is my investment choice? The VAA applies your Purchase Payments to buy
shares in the LVIP Protected Profile Moderate Fund (fund). In turn, the fund
holds a portfolio of securities consistent with its investment policy. See
Investments of the Variable Annuity Account - Description of the Fund.

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

How does the contract work? If we approve your application, we will send you a
contract. When you make Purchase Payments, you buy Accumulation Units. This
contract will provide Participants with a Guaranteed Withdrawal Benefit if all
conditions are met. If you or the Participant, if applicable, decides to
annuitize the Participant Account Value to receive an Annuity Payout, the
Accumulation Units are withdrawn to provide a fixed Annuity Payout.
Participants receive a group annuity certificate which covers their rights in
the group annuity contract which include the right to receive a Guaranteed
Withdrawal Benefit, a Death Benefit or an Annuity Payout if conditions are met.
The Participant's share of the Contract Value is called the Participant Account
Value. See The Contracts.

What charges are there under the contract? We apply a charge to the daily net
asset value of the VAA that consists of a mortality and expense risk and
administrative charge. There is an additional, monthly charge for the
Guaranteed Withdrawal Benefit. See Charges and Other Deductions.

See Expense Tables and Charges and Other Deductions for fees and expenses in
these contracts.

The fund's investment management fee, expenses and expense limitations, if
applicable, are more fully described in the prospectus for the fund.

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

What Purchase Payments must be made, and how often? Subject to the minimum
payment amounts, the payments are completely flexible. See The Contracts -
Periodic Purchase Payments.

What is the Guaranteed Withdrawal Benefit? This feature provides on an annual
basis guaranteed lifetime periodic withdrawals up to a guaranteed amount
(referred to as Guaranteed Annual Income amounts) based on an Income Base,
Automatic Annual Step-ups to the Income Base, and the potential for age-based
increases to the Guaranteed Annual Income amount. Withdrawals may be made up

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<PAGE>

to the Guaranteed Annual Income amount as long as that amount is greater than
zero. The Income Base is not available as a separate benefit upon death or
surrender and is increased by subsequent Purchase Payments, Automatic Annual
Step-ups to the Income Base and is decreased by certain withdrawals in
accordance with provisions described in this prospectus.

How will my Annuity Payouts be calculated? If a Participant decides to
annuitize, the Participant may select an annuity option and start receiving
Annuity Payouts from the contract as a fixed option. See Annuity Payouts -
Annuity Options.

What happens if the Participant dies before annuitization? Depending upon the
Plan, the Beneficiary may receive a Death Benefit and have options as to how
the Death Benefit is paid. The Death Benefit will be equal to the Participant
Account Value. See Death Benefit Before the Annuity Commencement Date.

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

Do Participants get a free look at their certificate? A Participant can cancel
a certificate within twenty days (in some states longer) of the date the
Participant receives the certificate. The Participant must give notice to the
Home Office. See Return Privilege.

Where may I find more information about Accumulation Unit values? Because the
Subaccount which is available under the contracts did not begin operation
before the date of this prospectus, financial information for the Subaccount is
not included in this prospectus or in the SAI.

Investment Results

The VAA advertises the annual performance of the Subaccounts for the fund on
both a standardized and non-standardized basis.

The standardized calculation measures average annual total return. This is
based on a hypothetical $1,000 payment made at the beginning of a one-year, a
five-year and a 10-year period. This calculation reflects all fees and charges
that are or could be imposed on all Contractowner accounts.

The non-standardized calculation compares changes in Accumulation Unit values
from the beginning of the most recently completed calendar year to the end of
that year. It may also compare changes in Accumulation Unit values over shorter
or longer time periods. This calculation reflects mortality and expense risk
charges. It also reflects management fees and other expenses of the fund.

Financial Statements
The December 31, 2011 financial statements of the VAA and the December 31, 2011
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 1-800-234-3500.

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 policy owners under
the policies.

Any guarantees under the contract that exceed your Contract Value, such as
those associated with a Guaranteed Withdrawal 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, and
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

7
<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
policyholders. 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
policyholders 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 1-800-234-3500. 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 Statement of Additional Information.

Lincoln Financial Group is the marketing name for Lincoln National Corporation
(NYSE:LNC) and its affiliates. Lincoln Financial Group sells a wide variety of
financial products and solutions through financial advisors: mutual funds,
managed accounts, retirement solutions, life insurance, 401(k) and 403(b)
plans, savings plans, institutional investments and comprehensive financial
planning and advisory services.

Variable Annuity Account (VAA)
On June 3, 1981, 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 under Indiana law, 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 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
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 fund. The Contractowner and Participant assume
the full investment risk for all amounts placed in the VAA.

Financial Statements
The financial statements of the VAA and 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
1-800-234-3500.

Investments of the Variable Annuity Account

Any Purchase Payments that you or the Participant, if authorized by the
Contractowner, allocate to the Subaccount will be allocated to the Standard
Class of the fund. Shares of the fund will be sold at net asset value with no
initial sales charge to the VAA in order to fund the contracts. The fund is
required to redeem fund shares at net asset value upon our request.

8
<PAGE>

Investment Adviser

Lincoln Investment Advisors Corporation (LIA) is the investment adviser for the
fund. LIA is registered under the Investment Advisers Act of 1940. As
compensation for its services to the fund, the investment adviser receives a
fee from the fund which is accrued daily and paid monthly. This fee is based on
the net assets of the fund, as defined in the prospectus for the fund.

Certain Payments We Receive with Regard to the Fund

With respect to the fund, the adviser and/or distributor, or an affiliate
thereof, may make payments to us (or an affiliate). It is anticipated that such
payments will be based on a percentage of assets of the fund attributable to
the contracts along with certain other variable contracts issued or
administered by us (or an affiliate). These percentages are negotiated and the
amount we receive may be substantial. We (or our affiliates) may profit from
these payments or use these payments for a variety of purposes, including
payment of expenses that we (and our affiliates) incur in promoting, marketing,
and administering the contracts and, in our role as intermediary, the funds.
These payments may be derived, in whole or in part, from the investment
advisory fee deducted from fund assets. Contractowners and Participants,
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 Fund

The Subaccount of the VAA is invested solely in shares of the LVIP Protected
Profile Moderate Fund, a fund of funds that invests primarily in equity
securities (stocks) and fixed income securities (bonds).

The fund offered as part of this contract may have similar investment
objectives and policies to other portfolios managed by the adviser. The
investment results of the fund, 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 the
fund will be comparable to the investment results of any other portfolio
managed by the adviser or sub-adviser, if applicable.

The fund invests substantially all of its assets in other funds. As a result,
you will pay fees and expenses at both fund levels. This will reduce your
investment return. This arrangement is referred to as funds of funds. Funds of
funds structures may have higher expenses than funds that invest directly in
debt or equity securities.

Certain funds may employ hedging strategies to provide for downside protection
during sharp downward movements in equity markets. The cost of these hedging
strategies could limit the upside participation of the fund in rising equity
markets relative to other funds. The Guaranteed Withdrawal Benefit under the
contract also provides protection in the event of a market downturn. Likewise,
there is an additional cost associated with the Guaranteed Withdrawal Benefit
which can limit the contract's upside participation in the markets. You should
consult with your financial representative to determine if the combination of
investment choice and contract purchases (if any) are appropriate for you.

Following is a brief summary of the fund description. More detailed information
may be obtained from the current prospectus for the fund. You should read the
fund prospectus that accompanies this prospectus carefully before investing. A
prospectus for the fund is available by contacting us. In addition, if you
receive a summary prospectus for the 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 the fund will achieve its stated objective.

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

o LVIP Protected Profile Moderate Fund (Standard Class): Balance between high
current income with growth of capital; a fund of funds.

Fund Shares

We will purchase shares of the fund at net asset value and direct them to the
Subaccount of the VAA. We will redeem sufficient shares of the fund to pay
Annuity Payouts, Death Benefits, surrender/withdrawal proceeds or for other
purposes described in the contract. Redeemed shares are retired, but they may
be reissued later.

Shares of the fund 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 Subaccount 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 fund currently engages 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. The
fund's Board of Directors will monitor

9
<PAGE>

for the existence of any material conflicts, and determine what action, if any,
should be taken. The fund does 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 fund 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 the fund 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 the Subaccount to
allocations of Purchase Payments or Contract Value, or both, at any time in our
sole discretion. The fund, which sells shares to the Subaccount pursuant to a
participation agreement, also may terminate the agreement and discontinue
offering its shares to the Subaccount. A substitution might also occur if
shares of a fund should no longer be available, or if investment in the 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.

If the Subaccount or fund is closed to future Purchase Payments, we may add a
new investment option to the contract. As an alternative, we may substitute a
new fund for the prior fund option, after obtaining any necessary approval of
the SEC and upon written notice to you.

We also may:

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
Subaccount 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
paying the benefits under the contracts.

Our administrative services include:
o processing applications for and issuing the contracts;
o processing purchases and redemptions of fund shares as required;
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; and
o providing toll-free inquiry services.

The benefits we provide include:

o a Guaranteed Withdrawal Benefit;
o Annuity Payout benefits and

o cash surrender value benefits.

The risks we assume include:

10
<PAGE>

o the risk that Annuitants receiving Annuity Payouts live longer than we
assumed when we calculated our guaranteed rates (these rates are
incorporated in the contract and cannot be changed);
o the risk that lifetime payments to individuals from the Guaranteed
Withdrawal Benefit will exceed the Contract Value; 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 mortality and expense
risk charges deducted from the VAA. 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

We apply to the daily net asset value of the Subaccount a charge which is equal
to an annual rate of:

<TABLE>
<S> <C>
Mortality and expense risk and administrative charge..... 0.25%
</TABLE>

Guaranteed Withdrawal Benefit charge: The monthly charge for this feature is
currently 0.083%. This charge is applied to the Income Base (initial Purchase
Payment), as increased for subsequent Purchase Payments, Automatic Annual
Step-ups, and decreased for Excess Withdrawals. We will deduct the cost of this
benefit from the Participant Account Value on a monthly basis, with the first
deduction occurring on the Valuation Date on or next following the one-month
anniversary of the Guaranteed Withdrawal Benefit Effective Date. The amount we
deduct will increase or decrease as the Income Base increases or decreases,
because the charge is based on the Income Base. See Guaranteed Withdrawal
Benefit - Income Base section for a discussion and example of the impact of the
changes to the Income Base.

The monthly percentage charge may increase no more frequently than once in a 12
month period and we will notify you in advance of the effective date of the
change. The charge will not exceed the guaranteed maximum monthly percentage
charge of 0.17%.

If the Participant Account Value is reduced to zero while the Participant is
receiving a Guaranteed Annual Income, this charge will not be deducted.

Other Charges and Deductions

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

Additional Information

Participants in the Texas Optional Retirement Program should refer to
Restrictions under the Texas Optional Retirement Program, later in this
prospectus.

The sales and administrative charges described previously may be reduced or
eliminated for any particular contract. However, these charges will be reduced
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. 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; or
o any other circumstances which reduce distribution or administrative
expenses.

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

The Contracts

Purchase of Contracts

This prospectus describes group variable annuity contracts under which we
allocate payments to the accounts of individual Participants and provide a
Guaranteed Withdrawal Benefit if all conditions are met. Each Participant under
the group variable annuity contract receives a certificate which summarizes the
provisions of the group contract and is proof of participation. The
Participant's share of the Contract Value is called the Participant Account
Value.

11
<PAGE>

Purchase Payments

Periodic Purchase Payments are payable to us at a frequency and in an amount
specified by the Plan sponsor. Purchase Payments are allocated to the LVIP
Protected Profile Moderate Fund and are used to fund the Guaranteed Withdrawal
Benefit. If purchase payments are discontinued, the contract will remain in
force as a paid-up contract. If you submit a Purchase Payment to your agent, we
will not begin processing the Purchase Payment until we receive it from your
agent's broker-dealer in Good Order.

The maximum annual Purchase Payment into the contract for a Participant will be
limited to $500,000 without the Home Office approval. Purchase Payments from a
Participant which originate from other investment options available under the
Plan and are made within 180 days of a withdrawal from the Participant Account
Value may be limited to $25,000 in the future. In addition we may further limit
or decline future Purchase Payments into the contract as long as we provide you
180 days notice. It is possible that we could refuse any or all future Purchase
Payments. If future Purchase Payments cannot be made into this contract,
Participant Account Values and Income Bases will no longer be increased by
additional Purchase Payments. Participants should consider these Purchase
Payment limitations and how they may impact their long-term investment plans,
especially if the intent is to make additional Purchase Payments over a long
period of time.

Valuation Date

Accumulation 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 will not change.

Allocation of Purchase Payments

Purchase Payments are allocated to the LVIP Protected Profile Moderate Fund and
are used to fund the Guaranteed Withdrawal Benefit. Purchase Payments allocated
to the VAA are converted into Accumulation Units and are credited to the
Account of each Participant. The number of Accumulation Units credited is
determined by dividing the Purchase Payment by the value of an Accumulation
Unit on the Valuation Date on which the Purchase Payment is received in Good
Order at our Home Office if received before 4:00 p.m., New York time or the
close of trading of the New York Stock Exchange. If the Purchase Payment is
received in Good Order at or after 4:00 p.m., New York time, we will process
the request using the Accumulation Unit value computed on the next Valuation
Date. The number of Accumulation Units determined in this way is not changed 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
fund performs, but also upon the expenses of the VAA and the fund.

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 the Subaccount was 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 fund, fund expenses, and the deduction of certain contract
charges. We determine the value of an Accumulation Unit on the last day of any
following Valuation Period 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 the Subaccount for any Valuation Period are equal
to the daily mortality and expense risk charge multiplied by the number of
calendar days in the Valuation Period. 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.

Guaranteed Withdrawal Benefit

The Guaranteed Withdrawal Benefit provides for each Participant (and spouse if
the joint life option is elected):
o Guaranteed lifetime periodic withdrawals up to the Guaranteed Annual Income
amount which is based upon a guaranteed Income Base;
o Automatic Annual Step-ups of the Income Base to the Participant Account
Value if the Participant Account Value is equal to or greater than the
Income Base and the maximum age(s) has not been reached;

12
<PAGE>

o Age-based increases to the Guaranteed Annual Income amount (after reaching a
higher age-band and after an Automatic Annual Step-up).

Please note any withdrawals made prior to the Guaranteed Annual Income
Effective Date or that exceed the Guaranteed Annual Income amount (referred to
as Excess Withdrawals) may significantly reduce the Income Base as well as the
Guaranteed Annual Income amount by an amount greater than the dollar amount of
the Excess Withdrawal and will terminate the benefit if the Income Base is
reduced to zero.

The Guaranteed Withdrawal Benefit provides guaranteed, periodic withdrawals for
the Participant's life or for the lives of the Participant and spouse (joint
life option) regardless of the investment performance of the contract, provided
that certain conditions are met. For purposes of this Guaranteed Withdrawal
Benefit, spouse means an individual who would be recognized as a spouse under
federal law. An Income Base is used to calculate the Guaranteed Annual Income
payment from Participant Account Value, but is not available as a separate
benefit upon death or surrender. We will calculate the Income Base based on the
amount of the initial Purchase Payment made for a Participant by Plan sponsor
at the time the first Participant Purchase Payment is made. The Income Base
will be increased by subsequent Participant Purchase Payments from the Plan
sponsor and Automatic Annual Step-ups, and decreased by Excess Withdrawals in
accordance with the provisions set forth below. The maximum Purchase Payments
into the contract in a Benefit Year will be limited to $500,000 per
Participant. No additional Purchase Payments are allowed for a Participant if
the Participant Account Value decreases to zero after the Guaranteed Annual
Income Effective Date for any reason.

The Guaranteed Withdrawal Benefit provides for guaranteed, periodic withdrawals
up to the Guaranteed Annual Income amount commencing after the Participant
(single life option) or younger of the Participant or spouse (joint life
option) reach age 55. The Guaranteed Annual Income payments are based upon
specified percentages of the Income Base. The specified withdrawal percentages
of the Income Base are age based and may increase over time. With the single
life option, the Participant may receive Guaranteed Annual Income payments for
life. Under the joint life option, Guaranteed Annual Income amounts for the
lifetimes of the Participant and spouse will be available.

Income Base. The Income Base is a value used to calculate the Guaranteed Annual
Income amount. The Income Base is not available as a lump sum withdrawal or as
a Death Benefit. The initial Income Base equals the amount of the Participant's
share of Purchase Payments into the contract. The maximum Income Base is
$2,000,000 for each Participant. This maximum takes into consideration the
total guaranteed amounts under the living benefit riders of all Lincoln Life
contracts (or contracts issued by our affiliates) in which the Participant
(and/or spouse if joint life option) are the covered lives.

Each additional Purchase Payment automatically increases the Income Base by the
amount of the Purchase Payment (not to exceed the maximum Income Base).
Additional Purchase Payments will not be allowed after the Guaranteed Annual
Income Effective Date if the Participant Account Value decreases to zero for
any reason including market loss.

Excess Withdrawals reduce the Income Base as discussed below. Withdrawals less
than or equal to the Guaranteed Annual Income amount and amounts deducted for
the Guaranteed Withdrawal Benefit charge and Additional Plan Expenses will not
reduce the Income Base. All withdrawals prior to the Guaranteed Annual Income
Effective Date are considered Excess Withdrawals.

Automatic Annual Step-ups of the Income Base. The Income Base will
automatically step-up to the Participant Account Value on the Valuation Date
immediately prior to each Benefit Year anniversary if:

a.) the Participant (single life option), or the Participant or spouse (joint
life option) are still living and under age 86; and

(if both spouses are living, they both must be under age 86)

b.) the Participant Account Value on that Valuation Date, after the deduction
of any withdrawals (including the Guaranteed Withdrawal Benefit charge),
plus any Purchase Payments made on that date, is equal to or greater than
the Income Base.

The Automatic Annual Step-up is available even in those years when a withdrawal
has occurred.

Following is an example of how the Automatic Annual Step-ups will work
(assuming no withdrawals or additional Purchase Payments):

<TABLE>
<CAPTION>
Contract Value Income Base
---------------- -------------
<S> <C> <C> <C>
Initial Purchase Payment $50,000 $50,000 $50,000
Valuation Date immediately prior to 1st Benefit Year anniversary $54,000 $54,000
Valuation Date immediately prior to 2nd Benefit Year anniversary $53,900 $54,000
Valuation Date immediately prior to 3rd Benefit Year anniversary $57,000 $57,000
Valuation Date immediately prior to 4th Benefit Year anniversary $64,000 $64,000
</TABLE>

Withdrawal Amount. Participants may request to begin Guaranteed Annual Income
withdrawals by submitting a request to the Home Office. The Valuation Date the
request is approved is the Guaranteed Annual Income Effective Date. At that
time, the Participant will elect either the single life option or the joint
life option of the Guaranteed Withdrawal Benefit. After the Guaranteed Annual
Income Effective Date, periodic withdrawals up to the Guaranteed Annual Income
amount may be taken each Benefit Year for the lifetime of

13
<PAGE>

the Participant (single life option) or the lifetimes of the Participant and
spouse (joint life option) as long as the Guaranteed Annual Income amount is
greater than zero. Guaranteed Annual Income withdrawals may be taken once the
Participant (single life option) or the younger of the Participant and spouse
(joint life option) turn age 55.

Upon the Guaranteed Annual Income Effective Date, the Guaranteed Annual Income
percentage is based on the age of the Participant (single life option) or the
age of the younger of the Participant and spouse (joint life option) as set
forth in the table below. For example, if the Guaranteed Annual Income
Effective Date is at age 60 (single life option), the Guaranteed Annual Income
percentage would be 4%. After the Guaranteed Annual Income Effective Date, the
Guaranteed Annual Income amount percentage will only increase on a Benefit Year
anniversary on or after an applicable higher age band has been reached and
after there has also been an Automatic Annual Step-up. The Automatic Annual
Step-up must occur after the date the Participant (or spouse if applicable)
reached the higher age band. If an applicable age band has been reached and
there has not also been an Automatic Annual Step-up, then the Guaranteed Annual
Income amount percentage will not increase until the next Automatic Annual
Step-up occurs. If the entire Guaranteed Annual Income amount is not withdrawn
during a Benefit Year, there is no carryover of the remaining amount into the
next Benefit Year. If the Guaranteed Annual Income Effective Date does not
occur on a Benefit Year anniversary, the Guaranteed Annual Income amount for
the first year will be prorated based on the number of days remaining in that
Benefit Year.

Table of Guaranteed Annual Income Percentages by Ages

<TABLE>
<CAPTION>
Guaranteed Guaranteed Annual Income
Annual Income amount amount percentage
Age percentage (Single Life Option) (Joint Life Option)
-------------------------------- --------------------------------- -------------------------
<S> <C> <C>
At Least 55 and under 65 4% 3.5%
65-70 5% 4.5%
71+ 6% 5.5%
</TABLE>

We may change the Table of Guaranteed Annual Income Percentages by Ages
("Table") for future Purchase Payments. We will provide you with notice of any
change to the Table. If there is a change to the Table, a weighted average
percentage will be used to determine the Guaranteed Annual Income. This
weighted average calculation is described below.

If the Participant Account Value is reduced to zero while receiving a
Guaranteed Annual Income amount because of market performance or Guaranteed
Withdrawal Benefit charges, payments equal to the Guaranteed Annual Income
amount will continue automatically for the life of the Participant (and
spouse's life if applicable). The remaining Income Base is not available as a
lump sum withdrawal. The Participant will not be entitled to the Guaranteed
Annual Income amount if the Income Base is reduced to zero as a result of an
Excess Withdrawal. If the Income Base is reduced to zero due to an Excess
Withdrawal the Guaranteed Withdrawal Benefit will terminate, and the
Participant will have no more rights or benefits under this contract.

Withdrawals equal to or less than the Guaranteed Annual Income amount will not
reduce the Income Base. All withdrawals will decrease the Participant Account
Value.

The following example shows the calculation of the Guaranteed Annual Income
amount and how withdrawals less than or equal to the Guaranteed Annual Income
amount affect the Income Base and the Participant Account Value. The example
assumes that the Participant is age 58 (4% Guaranteed Annual Income percentage
for single life option) on the Guaranteed Annual Income Effective Date, and has
an Income Base of $200,000:

<TABLE>
<S> <C>
Participant Account Value on the Guaranteed Annual Income
Effective Date..................................................... $200,000
Income Base on the Guaranteed Annual Income Effective Date......... $200,000
Initial Guaranteed Annual Income amount on the Guaranteed
Annual Income Effective Date ($200,000 x 4%)....................... $ 8,000
Participant Account Value six months after Guaranteed Annual
Income Effective Date.............................................. $210,000
Income Base six months after Guaranteed Annual Income Effective
Date............................................................... $200,000
Withdrawal six months after Guaranteed Annual Income Effective
Date when Participant is still age 58.............................. $ 8,000
Participant Account Value after withdrawal ($210,000 - $8,000)..... $202,000
Income Base after withdrawal ($200,000 - $0)....................... $200,000
Participant Account Value on next Benefit Year anniversary......... $205,000
Income Base on next Benefit Year anniversary....................... $205,000
Guaranteed Annual Income amount on next Benefit Year
anniversary........................................................ $ 8,200
</TABLE>

14
<PAGE>

The Automatic Annual Step-up was available on the first Benefit Year
anniversary and increased the Income Base to the Participant Account Value of
$205,000. The Guaranteed Annual Income amount also increased to $8,200 (4% x
$205,000).

Purchase Payments added to the contract subsequent to the initial Purchase
Payment will increase the Guaranteed Annual Income amount by an amount equal to
the applicable Guaranteed Annual Income amount percentage multiplied by the
amount of the subsequent Purchase Payment. For example, assuming a Participant
is age 58 (single life option), if the Guaranteed Annual Income amount of
$2,000 (4% of $50,000 Income Base) is in effect and an additional Purchase
Payment of $10,000 is made, the new Guaranteed Annual Income amount that
Benefit Year is $2,400 ($2,000 + 4% of $10,000). The Guaranteed Annual Income
payment amount will be recalculated immediately after a Purchase Payment is
added to the contract. Note that the Benefit Year does not change so all
withdrawals during the Benefit Year, (withdrawals before and after the
additional Purchase Payment), will count toward the Guaranteed Annual Income
amount.

Purchase Payments into the contract cannot exceed $500,000 in a Benefit Year.

Automatic Annual Step-ups will increase the Income Base and thus the Guaranteed
Annual Income amount. The Guaranteed Annual Income amount, after the Income
Base is adjusted by an Automatic Annual Step-up, will be equal to the adjusted
Income Base multiplied by the applicable Guaranteed Annual Income percentage.

Weighted Average Guaranteed Annual Income Percentage. If we make a change to
the Table of Guaranteed Annual Income Percentages by Ages ("Table") then a
weighted average guaranteed annual income ("WAGAI") percentage will be used to
calculate the Guaranteed Annual Income. A WAGAI percentage will be calculated
based on the portion of Purchase Payments, Automatic Annual Step-Ups and Excess
Withdrawals that are allocated to each Table that was in effect when Purchase
Payments were made. The percentage for each Table is determined according to
this formula: (a) divided by (b) times (c); where

(a) is the portion of the Income Base calculated on the basis of Purchase
Payments made during the time the specific Table is in effect and adjusted by
Automatic Annual Step-Ups and Excess Withdrawals;

(b) is the total Income Base for all Tables;

The percentage for each applicable Table will be calculated according to the
formula above. Then the percentages determined for each Table will be added
together to determine the WAGAI percentage. The WAGAI percentage will be
recalculated following the date of an additional Purchase Payment, Automatic
Annual Step-Up or Excess Withdrawal. Excess Withdrawals will reduce the
Participant Account Value and Income Base on a pro rata basis according to the
Participant Account Value and Income Base allocated to each Table.

The following example demonstrates how the WAGAI is calculated if Purchase
Payments are made while two different Tables are in effect:

<TABLE>
<S> <C>
Total Purchase Payment during Year 1 (Table 1 in effect).......... $5,000
Automatic Step-Up to market value on Benefit Year anniversary..... $5,900
Total Purchase Payments during Year 2 (Table 2 in effect)......... $5,000
(Market loss so no Automatic Step-Up on Benefit Year
anniversary)
</TABLE>

The Participant is age 60 on the Guaranteed Annual Income Effective Date. The
percentage rate for this Participant under Table 1 was 4% (single life). The
percentage rate under Table 2 was 3.5%.

According to the formula above, at the end of year 2 the percentage attributed
to the first Table is ($5,900 / $10,900 x 4%) = 2.16%. The percentage
attributed to the second Table is ($5,000 / $10,900 x 3.5%) = 1.61%. Adding the
two rates together results in a WAGAI of 3.77%. This rate will be applied to
the Total Income Base of $10,900 to produce a Guaranteed Annual Income amount
of $411.

Excess Withdrawals. Excess Withdrawals are the cumulative amounts withdrawn
from the contract during the Benefit Year (including the current withdrawal)
that exceed the Guaranteed Annual Income amount at the time of the withdrawal,
or are withdrawals made prior to the Guaranteed Annual Income Effective Date.
Withdrawals for the Guaranteed Withdrawal Charge and Additional Plan Expenses
are not treated as Excess Withdrawals.

When an Excess Withdrawal occurs:
o the Income Base is reduced by the same proportion that the Excess Withdrawal
reduces the Participant Account Value. This means that the reduction in the
Income Base could be more than the dollar amount of the withdrawal; and
o the Guaranteed Annual Income amount will be recalculated to equal the
applicable Guaranteed Annual Income amount percentage multiplied by the new
(reduced) Income Base (after the pro rata reduction for the Excess
Withdrawal).

15
<PAGE>

We will provide the Participant quarterly statements that will include the
Guaranteed Annual Income amount (as adjusted for Guaranteed Annual Income
amount payments, Automatic Annual Step-ups, Excess Withdrawals and additional
Purchase Payments) available for the Benefit Year, if applicable, in order to
determine whether a withdrawal may be an Excess Withdrawal. Questions regarding
Excess Withdrawals should be referred to the Participant's registered
representative or to the customer service number provided on the front page of
this prospectus.

The following example demonstrates the impact of an Excess Withdrawal on the
Income Base, the Guaranteed Annual Income amount and the Participant Account
Value. The Participant who is age 58 (single life option) makes a $12,000
withdrawal which causes a $12,915.19 reduction in the Income Base.

Prior to Excess Withdrawal: Participant Account Value = $60,000 Income Base =
$85,000

Guaranteed Annual Income amount = $3,400 (4% of the Income Base of $85,000)
After a $12,000 Withdrawal ($3,400 is within the Guaranteed Annual Income
amount, $8,600 is the Excess Withdrawal):
The Participant Account Value is reduced by the amount of the Guaranteed Annual
Income amount of $3,400 and the Income Base is not reduced:

Participant Account Value = $56,600 ($60,000 - $3,400) Income Base = $85,000

The Participant Account Value is also reduced by the $8,600 Excess Withdrawal
and the Income Base is reduced by 15.19435%, the same proportion that the
Excess Withdrawal reduced the $56,600 Participant Account Value ($8,600 -
$56,600)

Participant Account Value = $48,000 ($56,600 - $8,600)

Income Base = $72,084.81 ($85,000 x 15.19435% = $12,915.19; $85,000 -
$12,915.19 = $72,084.81). Guaranteed Annual Income amount = $2,883.39 (4% of
$72,084.81 Income Base)

On the following Benefit Year anniversary:

Participant Account Value = $43,000

Income Base = $72,084.81

Guaranteed Income amount = $2,883.39 (4% x $72,084.81)

In a declining market, Excess Withdrawals may significantly reduce the Income
Base as well as the Guaranteed Annual Income amount. If the Income Base is
reduced to zero due to an Excess Withdrawal the Guaranteed Withdrawal Benefit
will terminate. If the Participant Account Value is reduced to zero due to an
Excess Withdrawal, the benefit will terminate.

After the Guaranteed Annual Income Effective Date withdrawals will be treated
as within the Guaranteed Annual Income amount (even if they exceed the
Guaranteed Annual Income amount) only if the withdrawals are taken as
systematic monthly or quarterly 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:
o Lincoln's monthly or quarterly automatic withdrawal service is used to
calculate and pay the RMD;
o The RMD calculation must be based only on the value in this contract; and
o No withdrawals other than RMDs are made within the Benefit Year (except as
described in the next paragraph).

If RMD withdrawals during a Benefit Year are less than the Guaranteed Annual
Income amount, an additional amount up to the Guaranteed Annual Income amount
may be withdrawn. If a withdrawal, other than an RMD is made during the Benefit
Year, then all amounts withdrawn in excess of the Guaranteed Annual Income
amount, including amounts attributable to RMDs, will be treated as Excess
Withdrawals.

Distributions from qualified contracts are generally taxed as ordinary income.
See Federal Tax Matters for a discussion of the tax consequences of
withdrawals.

Death Prior to the Annuity Commencement Date. The Guaranteed Withdrawal Benefit
has no provision for a payout of the Income Base upon death of the Participant
or Annuitant. A Death Benefit may be paid to the Beneficiary if the conditions
set forth below are met. Payment of a Death Benefit terminates the Guaranteed
Withdrawal Benefit for this Participant and surviving spouse if applicable. All
Death Benefit payments must be made in compliance with Internal Revenue Code
Sections 72(s) or 401(a)(9) as applicable as amended from time to time.

Upon the death of the Participant prior to the Guaranteed Annual Income
Effective Date or upon the Participant's death with the single life option, the
Guaranteed Withdrawal Benefit will end and no further Guaranteed Annual Income
amounts are available (even if there was an Income Base in effect at the time
of the death). A Death Benefit as set forth below, may be available.

Upon the first death under the joint life option, the lifetime payout of the
Guaranteed Annual Income amount will continue for the life of the surviving
spouse unless the Participant Account Value is paid out as a Death Benefit. The
Automatic Annual Step-up will continue if applicable as discussed above. Upon
the death of the surviving spouse, the Guaranteed Withdrawal Benefit will end
and no

16
<PAGE>

further Guaranteed Annual Income amounts are available (even if there was an
Income Base in effect at the time of the death). A Death Benefit, as set forth
below, may be available upon the second death.

The Death Benefit is equal to the Participant Account Value.

The value of the Death Benefit will be determined as of the date on which the
death claim is approved for payment. This payment will occur upon receipt of:

o proof, satisfactory to us, of the death;
o written authorization for payment; and
o our receipt of all required claim forms, fully completed.

If the Death Benefit becomes payable upon the death of the Participant, the
Beneficiary may elect to receive payment either in the form of a lump sum
settlement or an Annuity Payout if provided by the Plan. Federal tax law
requires that an annuity election be made no later than 60 days after we
receive satisfactory notice of death as discussed previously.

If a lump sum settlement is requested, the proceeds will be mailed within seven
days of receipt of satisfactory claim documentation as discussed previously,
subject to the laws and regulations governing payment of Death Benefits. This
payment may be postponed as permitted by the 1940 Act.

All Death Benefit payments will be subject to the Plan and to the laws and
regulations governing Death Benefits.

The tax code requires that any distribution be paid within five years of the
death of the Participant unless the Beneficiary begins receiving, within one
year of the Participant's death, the distribution in the form of a life annuity
or an annuity for a designated period not exceeding the Beneficiary's life
expectancy.

Termination. The Contractowner may terminate the contract, including the
Guaranteed Withdrawal Benefit, by notifying us in writing and surrendering the
contract without requesting to preserve the Guaranteed Withdrawal Benefit. The
Guaranteed Withdrawal Benefit will automatically terminate for a Participant:

o on the Annuity Commencement Date; or
o upon the death of the Participant prior to the Guaranteed Annual Income
Effective Date or under the single life option; or
o upon the death of the survivor under the joint life option; or

o when the Guaranteed Annual Income amount or Participant Account Value is
reduced to zero due to an Excess Withdrawal.

The termination will not result in any increase in Contract Value equal to the
Income Base. Upon effective termination of the Guaranteed Withdrawal Benefit,
the benefits and charges within the Participant Account will terminate and any
Participant Account Value must be removed from this contract.

Rollover Benefit. A Participant who is eligible for a rollover distribution
from the Plan may request a rollover to another Lincoln contract to continue
the Guaranteed Withdrawal Benefit if the following conditions are met:
o a request for direct rollover of the entire Participant Account Value is made
or authorized by the Contractowner;
o the amount rolled over is eligible for distribution under the Plan;

o the Participant applies for the participation in the rollover contract in
accordance with our procedures; and
o the entire Participant Account Value is transferred to the rollover contract.

The rollover contract will provide the same Guaranteed Annual Income amount
calculations that the Participant received from the retirement plan contract on
the day prior to the rollover. However, the new contract may have different
provisions such as charges and investment options.

Surrenders and Withdrawals

Before the Annuity Commencement Date, we will allow the surrender of the
contract or a withdrawal of a portion of the Contract Value upon your written
request or the written request of a Participant, if authorized by the
Contractowner, subject to the conditions of the contract 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 at the end
of the Valuation Period during which the written request for
surrender/withdrawal is received at the Home Office if the request is received
in Good Order before 4:00 p.m. New York time or the close of trading of the New
York Stock Exchange if earlier. If we receive a surrender or withdrawal request
in Good Order at or after 4:00 p.m., New York time, we will process the request
using the Accumulation Unit value computed on the next Valuation Date. 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.

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Special restrictions on surrenders/withdrawals apply if your contract is
purchased as part of a retirement plan of a public school system or 501(c)(3)
organization under Section 403(b) of the tax code. Beginning January 1, 1989,
in order for a contract to retain its tax-qualified status, Section 403(b)
prohibits a withdrawal from a 403(b) contract to post 1988 contributions (and
earnings on those contributions) pursuant to a salary reduction agreement.
However, this restriction does not apply if the Annuitant (a) attains age
591/2, (b) separates from service, (c) dies, (d) becomes totally and
permanently disabled and/or (e) experiences financial hardships (in which event
the income attributable to those contributions many not be withdrawn).

Pre-1989 contributions and earning through December 31, 1988, are not subject
to the previously stated restriction. Funds transferred to the contract from a
403(b)(7) custodial account will also be subject to restrictions. Participants
in the Texas Optional Retirement Program should refer to the Restrictions Under
the Texas Optional Retirement Program, later in this prospectus.

For contracts issued in connection with qualified plans, including H.R.-10
plans and tax-deferred annuity plans, Participants should consult the terms of
the plan for limitations on early surrender or payment. See Federal Tax Matters
and the SAI.

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.

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.

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).

Ownership

The owner on the date of issue will be the entity designated in the contract
specifications.

As Contractowner, you have all rights under the contract. A Contractowner who
is a custodian or trustee may provide certain ownership rights to the
Participant/Annuitant. 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. Qualified contracts may
not be assigned or transferred except as permitted by applicable law and upon
written notification to us. Non-qualified contracts may not be collaterally
assigned. Assignments may have an adverse impact on any Death Benefit or living
benefits 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 adviser about the tax consequences of an
assignment.

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 1-800-234-3500.

Annuity Payouts

Available Annuity Commencement Dates and Annuity Payout options are specified
in the Plan or by the Plan sponsor.

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

You or the Annuitant/Participant, if authorized by the Contractowner, may elect
Annuity Payouts in monthly, quarterly, semiannual or annual installments. If
the payouts would be or become less than $50, we have the right to reduce their
frequency until the payouts are at least $50 each. The amount of each Annuity
Payout will depend upon the frequency of payout you select. For example, if you
select frequent payments (e.g., monthly), the amount of each payout will be
lower than if you choose a less frequent payout (e.g., annual installments).
Also, the amount of each Annuity Payout will depend upon the duration of payout
you select. For example, if you choose the Life Annuity option, the amount of
each payout likely will be higher than if you choose the Joint Life Annuity
since the Life Annuity assumes a shorter period of time than the Joint Life
Annuity. Following are explanations of the annuity options available.

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Annuity Options

Life Annuity with Guaranteed Period. This option guarantees periodic payouts
during a designated period, usually 10, 15 or 20 years, and then continues
throughout the lifetime of the Annuitant. The designated period is selected by
the Plan.

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.

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.

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.

If any payee dies after an Annuity Payout becomes operative, then we will pay
the following to the payee's estate (unless otherwise specified in the election
option):

the present value of unpaid payments under the payouts guaranteed for
designated period or life annuity with payouts guaranteed for designated
period;
o the amount payable at the death of the payee under the unit refund life
annuity; or
o the proceeds remaining with Lincoln Life under the payouts guaranteed for
designated amount or interest income, if available.

If the annuity settlement has been selected and becomes operative, when the
last payee dies, we will pay the remainder of the contract in a single sum to
the last payee's estate (unless otherwise specified in the election option).

General Information

None of the options listed above currently provides withdrawal features,
permitting the Contractowner or Participant to withdraw commuted values as a
lump sum payment. Other options, with or without withdrawal features, may be
made available by us. 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.

You or the Participant, if allowed, must give us at least 30 days notice before
the date on which you want payouts to begin. If proceeds become available to a
Beneficiary in a lump sum, the Beneficiary may choose any Annuity Payout
option. 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 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 the 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.

Once you begin to receive Annuity Payouts, you cannot change the payout option,
payout amount, or payout period.

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
adviser about the application of tax rules found in the Internal Revenue Code
("Code"), Treasury Regulations and applicable IRS guidance to your individual
situation.

Qualified Retirement Plans

We designed the contracts for use in connection with certain types of
retirement plans that receive favorable treatment under the tax code. Contracts
issued to or in connection with a qualified retirement plan are called
"qualified contracts." We issue contracts for use

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with various types of qualified 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 plans. Persons planning to use the contract
in connection with a qualified plan should obtain advice from a competent tax
adviser.

Types of Qualified Contracts and Terms of Contracts

Qualified 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) 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)
o Roth 403(b) plans

We will amend contracts to be used with a qualified plan as generally necessary
to conform to the tax law requirements for the type of Plan. However, the
rights of a person to any qualified plan benefits may be subject to the Plan's
terms and conditions. In addition, we are not bound by the terms and conditions
of qualified plans to the extent such terms and conditions contradict the
contract, unless we consent.

If your contract was issued pursuant to a 403(b) plan, we now are generally
required to confirm, with your 403(b) plan sponsor or otherwise, that
contributions (Purchase Payments), as well as surrenders, loans or transfers
you request, comply with applicable tax requirements and to decline Purchase
Payments or requests that are not in compliance. We will defer crediting
Purchase Payments we receive or processing payments you request until all
information required under the tax law has been received. By directing Purchase
Payments to the contract or requesting a surrender, loan or transfer, you
consent to the sharing of confidential information about you, the contract, and
transactions under the contract and any other 403(b) contracts or accounts you
have under the 403(b) plan among us, your employer or Plan sponsor, any Plan
administrator or recordkeeper, and other product providers.

Also, for 403(b) contracts issued on or after January 1, 2009, amounts
attributable to employer contributions are subject to restrictions on
withdrawals specified in your employer's 403(b) plan, in order to comply with
new tax regulations (previously, only amounts attributable to your
salary-reduction contributions were subject to withdrawal restrictions).
Amounts transferred to a 403(b) contract from other 403(b) contracts or
accounts must generally be subject to the same restrictions on withdrawals
applicable under the prior contract or account.

Tax Deferral on Earnings

The Federal income tax law generally does not tax 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 tax law must treat the contract
as owned by an individual).
o The investments of the VAA must be "adequately diversified" in accordance
with IRS 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.

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." IRS 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 IRS regulations so that the VAA will be considered
"adequately diversified."

Restrictions

Federal income tax law 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, bonus credits, persistency credits 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 to try to prevent
the tax law from considering you as the owner of the assets of the VAA.

Tax Treatment of Qualified Contracts

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The Federal income tax rules applicable to qualified 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 plan and the
Plan Participant's specific circumstances, e.g., the Participant's
compensation.

o Minimum annual distributions are required under most qualified plans once
you reach a certain age, typically age 701/2, as described below.
o Under most qualified plans, such as a traditional IRA, the owner must begin
receiving payments from the contract in certain minimum amounts by a
certain age, typically age 701/2. Other qualified plans may allow the
Participant to take required distributions upon the later of reaching age
701/2 or retirement.

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.

Required Minimum Distributions (RMDs)

Under most qualified plans, you must begin receiving payments from the contract
in certain minimum amounts by the later of age 701/2 or retirement. You are
required to take distributions from your traditional IRAs beginning in 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 minimum
required distribution exceeds the actual distribution from the qualified plan.

The IRS 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, if any, 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.
Please contact your tax adviser regarding any tax ramifications.

Federal Penalty Taxes Payable on Distributions

The tax code may impose a 10% penalty tax on a distribution from a qualified
contract that must be included in income. The tax code does not impose the
penalty 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, exceptions provide that the penalty tax does not apply to a withdrawal,
surrender, or Annuity Payout:
o received on or after the Annuitant reaches 591/2,
o received on or after the Annuitant's death or because of the Annuitant's
disability (as defined in the tax law),
o received as a series of substantially equal periodic payments based on the
Annuitant's life (or life expectancy), or

o 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 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.

Taxation of Death Benefits

We may distribute amounts from your contract because of your death. Federal tax
rules may limit the payment options available to your Beneficiaries. If your
spouse is your Beneficiary, your surviving spouse will generally receive
special treatment and will have more available payment options. Non-spouse
beneficiaries do not receive the same special treatment. Payment options may be
further limited depending upon whether you reached the date upon which you were
required to begin minimum distributions. The Pension Protection Act of 2006
("PPA") permits non-spouse Beneficiary rollovers to an "inherited IRA"
(effective January 1, 2007).

Transfers and Direct Rollovers

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As a result of the 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 PPA permits direct conversions from
certain qualified, 403(b) or 457(b) plans to Roth IRAs (effective for
distribution after 2007). There are special rules that apply to rollovers,
direct rollovers and transfers (including rollovers or transfers or 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 adviser before you move or attempt to move any
funds.

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.

Nonqualified Annuity Contracts

A nonqualified annuity is a contract not issued in connection with an IRA or a
qualified retirement plan receiving special tax treatment under the tax code.
These contracts are not intended for use with nonqualified annuity contracts.
Different federal tax rules apply to nonqualified annuity contracts. Persons
planning to use the contract in connection with a nonqualified annuity should
obtain advice from a tax advisor.

Our Tax Status

Under existing Federal income tax laws, we do not 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 Federal tax
law, 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
Federal income tax law changes and we must 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 tax 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.

Voting Rights

As required by law, we will vote the fund shares held in the VAA at meetings of
the shareholders of the fund. The voting will be done according to the
instructions of the Contractowners who have interests in the Subaccount which
invests in the fund. 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.

The 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 instruction which we receive, it is important that
each Contractowner provide their voting instructions to us. 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, subject to fair representation requirements, 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

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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 on a pro-rata basis 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 fund. Since the fund engages in
shared funding, other persons or entities besides Lincoln Life may vote fund
shares. See Investments of the Variable Annuity Account - Fund Shares.

Distribution of the Contracts

Lincoln Financial Distributors ("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. The Principal Underwriter has entered into selling agreements
with Lincoln Financial Advisors ("LFA"), also an affiliate of ours. The
Principal Underwriter has also entered into selling agreements with
broker-dealers that are unaffiliated with us. While the Principal Underwriter
has the legal authority to make payments 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 following paragraphs describe how payments are
made by us and The Principal Underwriter to various parties,

Compensation Paid to LFA. The maximum commission the Principal Underwriter pays
to LFA is 1.00% of Purchase Payments, plus up to 0.50% quarterly based on
Contract Value. Alternatively, LFA may elect to receive a lower rate of
compensation based upon the Contract Value not to exceed 1.00% for so long as
the contract remains in effect. Upon annuitization, the maximum commission the
Principal Underwriter pays to LFA is 1.00% of annuitized value/or ongoing
annual compensation of up to 0.50% of annuity value or statutory reserves.

Lincoln Life also pays for the operating and other expenses of LFA, including
the following sales expenses: sales representative training allowances;
compensation and bonuses for LFA's management team; advertising expenses; and
all other expenses of distributing the contracts. LFA pays its sales
representatives a portion of the commissions received for their sales of
contracts. LFA sales representatives and their managers are also eligible for
various cash benefits, such as bonuses, insurance benefits and financing
arrangements, and non-cash compensation items that we may provide jointly with
LFA. Non-cash compensation items may include conferences, seminars, trips,
entertainment, merchandise and other similar items. In addition, LFA sales
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 may help LFA sales representatives and/or
their managers qualify for such benefits. LFA sales 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.

Compensation Paid to Unaffiliated Selling Firms. The Principal Underwriter pays
commissions to all Selling Firms. The maximum commission the Principal
Underwriters pays to Selling Firms, other than LFA, is 1.00% of Purchase
Payments, plus up to 0.50% quarterly based on Contract Value. Alternatively,
some Selling Firms may elect to receive a lower rate of compensation based upon
the Contract Value not to exceed 1.00% for so long as the contract remains in
effect. Upon annuitization, the maximum commission the Principal Underwriter
pays to Selling Firms is 1.00% of annuitized value and/or ongoing annual
compensation of up to 0.50% of annuity value or statutory reserves. 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:
(1) "preferred product" treatment of the contracts in their marketing programs,
which may include marketing services and increased access to sales
representatives; (2) sales promotions relating to the contracts; (3) costs
associated with sales conferences and educational seminars for their sales
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 payments are not
offered to all Selling Firms, and the terms of any particular agreement
governing the payments may vary among Selling Firms.

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 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 2011 is
contained in the Statement of Additional Information (SAI).

23
<PAGE>

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. Commissions and other incentives or
payments described above are not charged directly to contract owners or the
Fund. All compensation is paid from our resources, which include fees and
charges imposed on your contract.

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. 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. 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.

Restrictions Under the Texas Optional Retirement Program

Title 8, Section 830.105 of the Texas Government Code, consistent with prior
interpretations of the Attorney General of the State of Texas, permits
Participants in the Texas Optional Retirement Program (ORP) to redeem their
interest in a variable annuity contract issued under the ORP only upon:
o Termination of employment in all institutions of higher education as defined
in Texas law;
o Retirement; or
o Death.

Accordingly, a Participant in the ORP will be required to obtain a certificate
of termination from their employer before accounts can be redeemed.

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.

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.

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.

24
<PAGE>

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 possible that an adverse outcome in
certain matters could be material to the Company's operating results for any
particular reporting period.

25
<PAGE>

Statement of Additional Information
Table of Contents for Lincoln National Variable Annuity Account C

<TABLE>
<CAPTION>
Item Page
<S> <C>
Special terms B-2
Principal Underwriter B-2
Purchase and Pricing of Securities Being
Offered B-7
Annuity Payouts B-8
Determination of Accumulation Unit Value B-9
Capital Markets B-9
Advertising & Ratings B-9
Additional Services B-9
</TABLE>

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

Statement of Additional Information Request Card
Lincoln Secured Retirement IncomeSM Version 2
Lincoln National Variable Annuity Account C

Please send me a free copy of the current Statement of Additional Information
for Lincoln National Variable Annuity
Account C.

(Please Print)

Name: -------------------------------------------------------------------------
Address: ----------------------------------------------------------------------
City --------------------------------------------------- State ---------
Zip ---------

Mail to: The Lincoln National Life Insurance Co., P.O. Box 2340, Fort Wayne,
Indiana 46801

26
<PAGE>

(This page intentionally left blank)
<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

Lincoln Secured Retirement IncomeSM Version 2
Lincoln National
Variable Annuity Account C  (Registrant)

The Lincoln National Life Insurance Company  (Depositor)



Statement of Additional Information (SAI)
This SAI should be read in conjunction with the Lincoln Secured Retirement
IncomeSM Version 2 prospectus of Lincoln National Variable Annuity Account C
dated _______, 2012. You may obtain a copy of the Lincoln Secured Retirement
IncomeSM Version 2 prospectus on request and without charge. Please write
Customer Service, The Lincoln National Life Insurance Company, PO Box 2340,
Fort Wayne, IN 46802, or call 1-800-234-3500.



Table of Contents




<TABLE>
<CAPTION>
Item                                             Page
<S>                                             <C>
Special Terms                                   B-2
Services                                        B-2
Principal Underwriter                           B-2
Purchase of Securities Being Offered            B-2
Determination of Accumulation and Annuity Unit
Value                                           B-2


</TABLE>
<TABLE>
<CAPTION>
Item                                             Page
<S>                                             <C>
Capital Markets                                 B-3
Advertising & Ratings                           B-3
Other Information                               B-3
Financial Statements                            B-3
</TABLE>

This SAI is not a prospectus.
The date of this SAI is _______, 2012.
<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) our financial statements of the VAA as of December 31, 2011; and b)
our consolidated financial statements of The Lincoln National Life Insurance
Company as of December 31, 2011, 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 sales representatives, who
are associated 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. Sales
representatives of Selling Firms are appointed as our insurance agents. LFD,
acting as Principal Underwriter, paid $50,146,571, $52,413,537 and $51,505,596
to LFA and Selling Firms in 2009, 2010 and 2011 respectively, as sales
compensation with respect to the contracts. 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 licensed
insurance agents who specialize in selling our products; through independent
insurance brokers; and through certain securities brokers/dealers selected by
us whose personnel are legally authorized to sell annuity products. 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
chargemay 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.



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.


                                                                             B-2
<PAGE>

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. All ratings are on outlook stable, except Moody's
Investors Service ratings which are on outlook positive. 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.

Annuity Payout Illustrations. These will provide an initial benefit payment
based in part on the annuitant, the contract value and the fixed and/or
variable annuity payout option elected. In addition, variable annuity payout
illustrations may show the historical results of a variable payout in a
subaccount of the VAA.

Compound Interest Illustrations - These will emphasize several advantages of
the variable annuity contract. For example, but not by way of illustration, the
literature may emphasize the potential tax savings through tax deferral; the
potential advantage of the variable annuity account over the fixed account; and
the compounding effect when a client makes regular deposits to his or her
contract.

Internet - An electronic communications network which may be used to provide
information regarding Lincoln Life, performance of the subaccounts and
advertisement literature.



Other Information
Due to differences in redemption rates, tax treatment or other considerations,
the interests of contractowners 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-3

Name	Positions and Offices with Depositor
Dennis R. Glass**	President and Director
Chuck C. Cornelio***	Executive Vice President, Chief Administrative Officer and Director
Randal J. Freitag**	Executive Vice President, Chief Financial Officer and Director
Mark E. Konen**	Executive Vice President and Director
Keith J. Ryan*	Vice President and Director
Charles A. Brawley, III**	Vice President and Secretary
Ellen Cooper**	Executive Vice President, Chief Investment Officer and Director
Jeffrey D. Coutts**	Senior Vice President and Treasurer

Name	Positions and Offices with Underwriter
Wilford H. Fuller*	President, Chief Executive Officer and Director
David M. Kittredge*	Senior Vice President
Jeffrey D. Coutts*	Senior Vice President and Treasurer
Patrick J. Caulfield**	Vice President and Chief Compliance Officer
Joel Schwartz*	Senior Vice President and Director
Keith J. Ryan***	Vice President and Chief Financial Officer
Thomas P. O'Neill*	Senior Vice President and Director
Nancy A. Smith*	Secretary

	Lincoln National Variable Annuity Account C (Registrant) Lincoln Secured Retirement IncomeSM Version 2
	By:	/s/ Robert M. Melia Robert M. Melia Vice President, The Lincoln National Life Insurance Company (Title)
	THE LINCOLN NATIONAL LIFE INSURANCE COMPANY (Depositor)
	By:	/s/ Stephen R. Turer Stephen R. Turer (Signature-Officer of Depositor) Vice President, The Lincoln National Life Insurance Company (Title)

Signature	Title
* Dennis R. Glass	President and Director (Principal Executive Officer)
* Ellen Cooper	Executive Vice President, Chief Investment Officer and Director
* Charles C. Cornelio	Executive Vice President, Chief Administrative Officer and Director
* Randal J. Freitag	Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer)
* Mark E. Konen	Executive Vice President and Director
* Keith J. Ryan	Vice President and Director
*By: /s/ Stephen R. Turer Stephen R. Turer	Pursuant to a Power of Attorney