[GRAPHIC OMITTED]

LAW DEPARTMENT
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
ONE GRANITE PLACE
CONCORD, NH 03301

RONALD R. BESSETTE
SENIOR COUNSEL
Phone: 603-229-6140
Ronald.Bessette@LFG.com

VIA Federal Express

August 19, 2008

Ellen Sazzman, Esq.
Office of Insurance Products
Division of Investment Management
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-4644

Re: The Lincoln National Life Insurance Company
Lincoln Life Variable Annuity Account N
File Nos. 333-149434, 811-08517

Lincoln Life & Annuity Company of New York
Lincoln New York Account N for Variable Annuities
File Nos. 333-149449, 811-09763

Dear Ms. Sazzman:

This letter and the attached blacklined prospectuses are in response to your
comments by phone on July 31, 2008. The page references in this letter are from
the prospectus for File No. 333-149434.

1. Comment: Special Terms, Page 4 - Confirm that the description of Lincoln
SmartSecurity(R) Advantage is correct, specifically, that the periodic
withdrawals may increase due to subsequent purchase payments and step-ups.

Response: The definition is accurate. Periodic withdrawals are adjusted for
subsequent purchase payments, step-ups and withdrawals as described in the
rider section on page 46 of the prospectus.

2. Comment: Fee Table Footnotes - Verify that the fees and waivers presented
in footnotes 34, 35, and 40 match the fees presented in the table.

Response: The fees presented on the table are consistent with the waivers
discussed in the footnotes.

3. Comment: Page 13, Summary of Common Questions - What is Lincoln Lifetime
IncomeSM Advantage Plus? - Revise the definition of the rider according to
the description in the rider section on page 37, third paragraph,
specifically, "an increase in your contract value of an amount equal to the
excess of the initial Guaranteed Amount . . .".

Response: The definition has been revised per your comment.

4. Comment: Page 13, Summary of Common Questions - What are the Living Benefit
Riders? Disclose the nature of the guarantee described in the following
sentence: "These riders provide a type of minimum guarantee."

Response: The second sentence has been revised to state as follows: "These
riders provide different types of minimum guarantees if you meet certain
conditions." The fourth sentence in that paragraph has been revised as
follows: "These riders are the Lincoln SmartSecurity(R) Advantage, Lincoln
Lifetime IncomeSM Advantage (withdrawal benefit riders), 4LATER(R)
Advantage and i4LIFE(R) Advantage (with or without the Guaranteed Income
Benefit) (annuity payout riders)."

5. Comment: Page 20, Surrender Charge, 3rd bullet of waiver section - Explain
the phrase "surrender charges continue to apply to the spouse's contract."

Response: When a surviving spouse assumes the contract of a deceased owner,
a surrender charge will not be taken from the contract value that the
spouse receives. However, the surrender charge schedule inherent in the
particular contract will continue to apply, and the spouse may be subject
to surrender charges in the future if the contract is surrendered absent
any applicable waivers.

6. Comment: Page 23, i4LIFE(R) Advantage Guaranteed Income Benefit Charge, 1st
paragraph -
o Explain the phrase "current percentage." Explain the reference to the
VAA in relationship to the charge.
o Define Account Value in the list of Special Terms on page 4.

Response:
o The first paragraph of this section has been revised for
clarity. The reference to the VAA has been deleted.
o A new Special Term has been added on page 4.

7. Comment: Page 24, Lincoln Lifetime IncomeSM Advantage - Explain the
relationship between i4LIFE(R) Advantage Guaranteed Income Benefit and
Lincoln Lifetime IncomeSM Advantage. Why is the i4LIFE(R) Advantage
Guaranteed Income Benefit discussed in this paragraph?

Response: Contractowners with the Lincoln Lifetime IncomeSM Advantage can
decide to terminate this withdrawal benefit and purchase i4LIFE(R)
Advantage with the Guaranteed Income Benefit. These contractowners will
receive certain benefits with respect to the Guaranteed Income Benefit (a
guaranteed maximum charge for the Guaranteed Income Benefit and guaranteed
annuity factors), that other purchasers (those who did not have Lincoln
Lifetime IncomeSM Advantage) will not receive. To distinguish the
Guaranteed Income Benefits from each other, we refer to the Guaranteed
Income Benefit available to existing Lincoln Lifetime IncomeSM Advantage
purchasers as the Lincoln Lifetime IncomeSM Advantage Guaranteed Income
Benefit.

8. Comment: Page 24 - Other Charges & Deductions - Explain to the staff how it
is appropriate to impose M&E charges on variable annuity payout options
that do not have life contingency.

Response: For variable annuity payout options that do not have a life
contingency, the charge covers the Expense risk and administrative services
listed on pages 19 and 20. This Expense risk is the risk that our costs in
providing the services will exceed our revenues from contract charges
(which we cannot change).

9. Comment: Page 31, Franklin Templeton Founding Investment Strategy - Clarify
if the contractowner can terminate the model at any time.

Response: Disclosure has been added to page 34 to clarify that the
contractowner can terminate the strategy at any time and reallocate the
contract value to other investment options.

10. Comment: Page 37 - Add an introductory paragraph that includes a listing of
all the living benefits and whether they are mutually exclusive. Provide
reviewer with a copy of the overview chart.

Response: An introductory paragraph has been added. The chart is attached
to the prospectus.

11. Comment: Page 37, Lincoln Lifetime IncomeSM Advantage, last paragraph -
State where in the prospectus the relationship between Lincoln LifetimeSM
IncomeSM Advantage and other riders is discussed.

Response: A cross-reference to the appropriate sections has been added
at the top of page 38.

12. Comment: Page 38, Lincoln Lifetime IncomeSM Advantage - Clarify last
sentence of first paragraph, specifically "a significant risk against which
the rider protects."

Response: This sentence has been deleted.

13. Comment: Page 43, Maximum Annual Withdrawal Amount Annuity Payout Option,
4th paragraph - Consider revising the final sentence of the paragraph as
follows: "To be eligible, the death benefit option in effect immediately
prior to the exercise of the Maximum Annual Withdrawal Amount Annuity
Payout Option must not be the Account Value Death Benefit."

Response: The sentence has been revised per your comment (see top of
page 44).

14. Comment: Page 57, Guaranteed Income Benefit with i4LIFE(R) Advantage -
Define Account Value in the list of Special Terms on page 4.

Response: A new Special Term has been added on page 4.

15. Comment: Page 57, Lincoln Lifetime IncomeSM Advantage Guaranteed Income
Benefit -
o Consider revising the statement that contractowners are "subject to"
guarantees.
o Why is the sub-paragraph titled Lincoln Lifetime IncomeSM
Advantage Guaranteed Income Benefit (bottom of page 57) included in
the Guaranteed Income Benefit with i4LIFE(R) Advantage section?

Response:
o The phrase "are subject to" has been replaced with "are provided" at
top of page 58.
o Contractowners with the Lincoln Lifetime IncomeSM Advantage can
decide to terminate this withdrawal benefit and purchase i4LIFE(R)
Advantage with the Guaranteed Income Benefit. These contractowners
will receive certain benefits with respect to the Guaranteed Income
Benefit (a maximum charge for the Guaranteed Income Benefit and
guaranteed annuity factors), that other purchasers (those who did not
have Lincoln Lifetime IncomeSM Advantage) will not receive. To
distinguish the Guaranteed Income Benefits from each other, we refer
to the Guaranteed Income Benefit available to existing Lincoln
Lifetime IncomeSM Advantage purchasers as the Lincoln Lifetime
IncomeSM Advantage Guaranteed Income Benefit.

16. Comment: Page 73, Legal Proceedings - State definitively whether any
matters of a material nature exist at the present time. Avoid implication
that materiality could be looming in the future.

Response: The last sentence of this section has been deleted (see page 74).

Please call me at 603-229-6140 with further comments or questions.

Sincerely,

/s/ Ronald R. Bessett

Ronald R. Bessette
Senior Counsel

Lincoln ChoicePlus AssuranceSM (B Class)
Lincoln Life Variable Annuity Account N
Individual Variable Annuity Contracts
Home Office:
The Lincoln National Life Insurance Company
1300 South Clinton Street
Fort Wayne, IN 46802-7866
www.LincolnFinancial.com
1-888-868-2583

This prospectus describes the individual flexible premium deferred variable
annuity contract that is issued by The Lincoln National Life Insurance Company
(Lincoln Life). This prospectus is primarily for use with nonqualified plans
and qualified retirement plans under Sections 408 (IRAs) and 408A (Roth IRAs)
of the tax code. Generally, you do not pay federal income tax on the contract's
growth until it is paid out. 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 contract value and to provide retirement income that you cannot
outlive or for an agreed upon time. These benefits may be a variable or fixed
amount, if available, or a combination of both. If you die before the annuity
commencement date, we will pay your beneficiary a death benefit. In the
alternative, you generally may choose to receive a death benefit upon the death
of the annuitant.

The minimum initial purchase payment for the contract is $10,000. Additional
purchase payments may be made to the contract and must be at least $100 per
payment ($25 if transmitted electronically), and at least $300 annually.

Except as noted below, you choose whether your contract value accumulates on a
variable or a fixed (guaranteed) basis or both. Your contract may not offer a
fixed account or if permitted by your contract, we may discontinue accepting
purchase payments or transfers into the fixed side of the contract at any time.
If your purchase payments are in the fixed account, we guarantee your principal
and a minimum interest rate. For the life of your contract or during certain
periods, we may impose restrictions on the fixed account. Also, an interest
adjustment may be applied to any withdrawal, surrender or transfer from the
fixed account before the expiration date of a guaranteed period.

We do offer variable annuity contracts that have lower fees.

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

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

The available funds are listed below:

AllianceBernstein Variable Products Series Fund (Class B):
AllianceBernstein VPS Global Technology Portfolio
AllianceBernstein VPS Growth and Income Portfolio
AllianceBernstein VPS International Value Portfolio
AllianceBernstein VPS Small/Mid Cap Value Portfolio
American Century Investments Variable Products (Class II):
American Century Investments VP Inflation Protection Fund

American Funds Insurance SeriesSM (Class 2):
American Funds Global Growth Fund
American Funds Global Small Capitalization Fund
American Funds Growth Fund
American Funds Growth-Income Fund
American Funds International Fund

Delaware VIP Trust (Service Class):
Delaware VIP Capital Reserves Series
Delaware VIP Diversified Income Series
Delaware VIP Emerging Markets Series
Delaware VIP High Yield Series
Delaware VIP Small Cap Value Series
Delaware VIP Trend Series
Delaware VIP U.S. Growth Series
Delaware VIP Value Series
Fidelity (Reg. TM) Variable Insurance Products (Service Class 2):
Fidelity (Reg. TM) VIP Contrafund Portfolio
Fidelity (Reg. TM) VIP Growth Portfolio
Fidelity (Reg. TM) VIP Mid Cap Portfolio
Fidelity (Reg. TM) VIP Overseas Portfolio
Franklin Templeton Variable Insurance Products Trust (Class 2):
FTVIPT Franklin Income Securities Fund
FTVIPT Franklin Small-Mid Cap Growth Securities Fund
FTVIPT Mutual Shares Securities Fund
FTVIPT Templeton Global Income Securities Fund
Lincoln Variable Insurance Products Trust (Service Class):
LVIP Baron Growth Opportunities Fund
LVIP Capital Growth Fund
LVIP Cohen & Steers Global Real Estate Fund
LVIP Columbia Value Opportunities Fund
LVIP Delaware Bond Fund
LVIP Delaware Growth and Income Fund
LVIP Delaware Social Awareness Fund
LVIP Delaware Special Opportunities Fund
LVIP FI Equity-Income Fund
LVIP Janus Capital Appreciation Fund
LVIP Marsico International Growth Fund
LVIP MFS Value Fund
LVIP Mid-Cap Value Fund
LVIP Mondrian International Value Fund
LVIP Money Market Fund
LVIP SSgA Bond Index Fund
LVIP SSgA Developed International 150 Fund
LVIP SSgA Emerging Markets 100 Fund
LVIP SSgA International Index Fund
LVIP SSgA Large Cap 100 Fund
LVIP SSgA Small/Mid Cap 200 Fund
LVIP SSgA S&P 500 Index Fund*
LVIP SSgA Small-Cap Index Fund
LVIP T. Rowe Price Growth Stock Fund
LVIP T. Rowe Price Structured Mid-Cap Growth Fund
LVIP Templeton Growth Fund
LVIP Turner Mid-Cap Growth Fund
LVIP UBS Global Asset Allocation Fund
LVIP Wilshire 2010 Profile Fund
LVIP Wilshire 2020 Profile Fund
LVIP Wilshire 2030 Profile Fund
LVIP Wilshire 2040 Profile Fund
LVIP Wilshire Aggressive Profile Fund
LVIP Wilshire Conservative Profile Fund
LVIP Wilshire Moderate Profile Fund
LVIP Wilshire Moderately Aggressive Profile Fund
MFS (Reg. TM) Variable Insurance TrustSM (Service Class):
MFS (Reg. TM) VIT Growth Series
MFS (Reg. TM) VIT Total Return Series
MFS (Reg. TM) VIT Utilities Series

*"S&P 500" is a trademark of The McGraw-Hill Companies, Inc. and has been
licensed for use by Lincoln Variable Insurance Products Trust and its
affiliates. The product is not sponsored, endorsed, sold or promoted by
Standard & Poor's and Standard & Poor's makes no representation regarding the
advisability of purchasing the product. (Please see the Statement of Additional
Information which sets forth additional disclaimers and limitations of
liability on behalf of S&P.)

This prospectus gives you information about the contracts that you should know
before you decide to buy a contract and make purchase payments. You should also
review the prospectuses for the funds that accompany this prospectus, 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, PO Box 7866, Fort Wayne, IN 46802-7866, or call
1-888-868-2583. The SAI and other information about Lincoln Life and the VAA
are also available on the SEC's website (http://www.sec.gov). There is a table
of contents for the SAI on the last page of this prospectus.

_________, 2008

Table of Contents

Item Page

Special Terms 4
Expense Tables 5
Summary of Common Questions 12
The Lincoln National Life Insurance Company 14
Variable Annuity Account (VAA) 15
Investments of the Variable Annuity Account 15
Charges and Other Deductions 19
The Contracts 24
Purchase Payments 25
Transfers On or Before the Annuity Commencement Date 26
Surrenders and Withdrawals 29
Death Benefit 30
Investment Requirements - Option 1 35
Investment Requirements - Option 2 36
Living Benefit Riders 37
Lincoln Lifetime IncomeSM Advantage 37
Lincoln SmartSecurity (Reg. TM) Advantage 46
i4LIFE (Reg. TM) Advantage 52
Guaranteed Income Benefit with i4LIFE (Reg. TM) Advantage 56
4LATER (Reg. TM) Advantage 58
Annuity Payouts 63
Fixed Side of the Contract 64
Distribution of the Contracts 67
Federal Tax Matters 68
Additional Information 72
Voting Rights 72
Return Privilege 73
Other Information 73
Legal Proceedings 73
Contents of the Statement of Additional Information (SAI)
for Lincoln Life Variable Annuity Account N 75

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

4LATER (Reg. TM) Advantage or 4LATER (Reg. TM) - An option that provides an
Income Base during the accumulation period, which can be used to establish a
Guaranteed Income Benefit with i4LIFE (Reg. TM) Advantage in the future.

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

Account Value - Under i4LIFE (Reg. TM) Advantage, the contract value on the
valuation date that i4LIFE (Reg. TM) Advantage is effective, less any
applicable premium taxes.

Accumulation unit - A measure used to calculate contract value for the variable
side of the contract before the annuity commencement date.

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

Annuity commencement date - The valuation date when funds are withdrawn or
converted into annuity units or fixed dollar payout for payment of retirement
income 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 may be paid on a variable or fixed basis,
or a combination of both.

Annuity unit - A measure used to calculate the amount of annuity payouts for
the variable side of the contract after the annuity commencement date. See
Annuity Payouts.

Beneficiary - The person you choose to receive any death benefit paid if you
die before the annuity commencement date.

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

Contract value (may be referenced to as account value in marketing materials) -
At a given time before the annuity commencement date, the total value of all
accumulation units for a contract plus the value of the fixed side of the
contract, if any.

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
your designated beneficiary if the contractowner dies or, if selected, to the
contractowner if the annuitant dies. See The Contracts - Death Benefit for a
description of the various death benefit options.

Guaranteed Income Benefits - Options that each provide a guaranteed minimum
payout floor for the i4LIFE (Reg. TM) Advantage regular income payments.

i4LIFE (Reg. TM) Advantage - An income program which combines periodic variable
lifetime income payments with the ability to make withdrawals during a defined
period.

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

Lincoln Lifetime IncomeSM Advantage - Provides minimum guaranteed lifetime
periodic withdrawals that may increase. The Lincoln Lifetime IncomeSM Advantage
Plus may provide an amount equal to the excess of the initial Guaranteed Amount
over the current contract value.

Lincoln SmartSecurity (Reg. TM) Advantage - Provides minimum guaranteed
periodic withdrawals (for life, if the 1 Year Automatic Step-Up option is
chosen), regardless of the investment performance of the contract and provided
certain conditions are met, that may increase due to subsequent purchase
payments and step-ups.

Living Benefit - A general reference to certain riders that may be available
for purchase that provide some type of a minimum guarantee while you are alive.
If you select a Living Benefit rider, excess withdrawals may have adverse
effects on the benefit and you may be subject to Investment Requirements. These
riders are the Lincoln Smart Security (Reg. TM) Advantage, Lincoln Lifetime
Income AdvantageSM, 4LATER (Reg. TM) Advantage and i4LIFE (Reg. TM) Advantage
(with or without the Guaranteed Income Benefit).

Purchase payments - Amounts paid into the contract.

Subaccount - The portion of the VAA that reflects investments in accumulation
and annuity units of a class of a particular fund available under the
contracts. There is a separate subaccount which corresponds to each class of a
fund.

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

Valuation period - The period starting at the close of trading (currently 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.

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

The first table describes the fees and expenses that you will pay at the time
that you buy the contract, surrender the contract, or transfer contract value
between investment options and/or the fixed account. State premium taxes may
also be deducted.

Contractowner Transaction Expenses:

o Surrender charge (as a percentage of purchase payments surrendered/withdrawn): 7.00%*

* The surrender charge percentage is reduced over time. The later the
redemption occurs, the lower the surrender charge with respect to that
surrender or withdrawal. We may reduce or waive this charge in certain
situations. See Charges and Other Deductions - Surrender Charge.

We may apply the interest adjustment to amounts being withdrawn, surrendered or
transferred from a guaranteed period account only (except for dollar cost
averaging, portfolio rebalancing, cross-reinvestment, withdrawals up to the
Maximum Annual Withdrawal amount under the Lincoln SmartSecurity (Reg. TM)
Advantage and regular income payments under i4LIFE (Reg. TM) Advantage). See
Fixed Side of the Contract.

The next table describes the fees and expenses that you will pay periodically
during the time that you own the contract, not including fund fees and
expenses.

Annual Account Fee: $35*

Separate Account Annual Expenses (as a percentage of average daily net assets
in the subaccounts):

With Estate Enhancement
Benefit Rider (EEB)
-------------------------

o Mortality and expense risk charge 1.65%
o Administrative charge 0.10%
----
o Total annual charge for each
subaccount 1.75%

Enhanced Guaranteed Guarantee of
Minimum Death Principal Death
Benefit (EGMDB) Benefit Account Value Death Benefit
--------------------- ---------------- ----------------------------

o 1.45% 1.20% 1.15%
o 0.10% 0.10% 0.10%
---- ---- ---- --
o
1.55% 1.30% 1.25%

*The account fee will be waived if your contract value is $50,000 or more at
the end of any particular contract year. This account fee may be less in some
states and will be waived after the fifteenth contract year.

In the event of a subsequent death benefit change, the charge will be based on
the charges in effect at the time the contract was purchased.

Optional Rider Charges:

Lincoln Lifetime IncomeSMAdvantage:

Lincoln Lifetime IncomeSM
Advantage
Single or Joint Life Option
----------------------------

o Guaranteed maximum annual
percentage charge* 1.50%
o Current annual percentage charge* 0.75%
o Additional charge for Lincoln
Lifetime IncomeSM Advantage
Plus* 0.15%

*The annual percentage charge is assessed against the Guaranteed Amount
(initial purchase payment or contract value at the time of election) as
increased for subsequent purchase payments, Automatic Annual Step-ups, 5%
Enhancements, and the 200% Step-up and decreased for withdrawals. These changes
to the Guaranteed Amount are discussed below. This charge is deducted from the
contract value on a quarterly basis. See Charges and Other Deductions for
further information.

Lincoln SmartSecurity (Reg. TM) Advantage:

o Guaranteed maximum annual
percentage charge*
o Current annual percentage charge*

Lincoln SmartSecurity (Reg. TM) Lincoln SmartSecurity (Reg. TM)
Lincoln SmartSecurity (Reg. TM) Advantage - 1 Year Automatic Advantage - 1 Year Automatic
Advantage - 5 Year Elective Step-Up option Step-Up option
Step-Up option - Single Life (and prior version) - Joint Life
--------------------------------- ----------------------------------- --------------------------------

o
0.95% 1.50% 1.50%
o 0.45% 0.65% 0.80%

*The annual percentage charge is assessed against the Guaranteed Amount
(initial purchase payment or contract value at the time of election) as
increased for subsequent purchase payments, and step-ups and decreased for
withdrawals. This charge is deducted from the contract value on a quarterly
basis. See Charges and Other Deductions for further information.

4LATER (Reg. TM) Advantage:

o Guaranteed maximum annual percentage charge* 1.50%
o Current annual percentage charge* 0.50%

*The annual percentage charge for the 4LATER (Reg. TM) Advantage is multiplied
by the Income Base (initial purchase payment or contract value at the time of
election) as increased for subsequent purchase payments, automatic 15%
Enhancements, and Resets and decreased for withdrawals. The 4LATER (Reg. TM)
charge is deducted from the subaccounts on a quarterly basis.

The next table describes charges that apply only when i4LIFE (Reg. TM)
Advantage is in effect. The charge for any Guaranteed Income Benefit, if
elected, is added to the i4LIFE (Reg. TM) Advantage charge and the total is
deducted from your average daily account value.

i4LIFE (Reg. TM) Advantage Payout Phase (On and After the Periodic Income
Commencement Date):

i4LIFE (Reg. TM) Advantage (as a daily percentage of average account value):

Enhanced Guaranteed Guarantee of
Minimum Death Principal Death
Benefit (EGMDB) Benefit Account Value Death Benefit
--------------------- ---------------- ----------------------------

o Annual charge* 1.95% 1.70% 1.65%

*During the Lifetime Income Period, the charge will be the same rate as the
i4LIFE (Reg. TM) Advantage Account Value Death Benefit.

Optional Rider Charges :

i4LIFE (Reg. TM) Advantage Guaranteed Income Benefit (as a daily percentage of
average account value):

o Guaranteed maximum annual percentage charge 1.50%
o Current annual percentage charge 0.50%*

4LATERSM Advantage Guaranteed Income Benefit (as a daily percentage of average
account value):

o Guaranteed maximum annual percentage charge 1.50%
o Current annual percentage charge 0.50%

Lincoln Lifetime IncomeSM Advantage Guaranteed Income Benefit (as a daily
percentage of average account value):

o Guaranteed maximum annual percentage charge 1.50%
o Current annual percentage charge 0.50%*

For example, if you purchase the i4LIFE (Reg. TM) Advantage EGMDB for 1.95%
with the 4LATERSM Advantage Guaranteed Income Benefit at a maximum charge of
1.50%, your total annual charge is 3.45%.

*Under the annual step-up version, the percentage charge will change to the
current charge in effect at the time of each annual step-up, not to exceed the
guaranteed maximum charge.

The next table describes the separate account annual expenses (as a percentage
of average daily net assets in the subaccounts) you pay on and after the
Annuity Commencement Date:

o Mortality and expense risk charge and Administrative charge 1.40%

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, 2007. More
detail concerning each fund's fees and expenses is contained in the prospectus
for each fund.

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

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): 6.31% 0.52%
Net Total Annual Fund Operating Expenses
(after contractual waivers/reimbursements*): 1.73% 0.52%

* 32 of the funds have entered into contractual waiver or reimbursement
arrangements that may reduce fund management and other fees and/or expenses
during the period of the arrangement. These arrangements vary in length, but no
arrangement will terminate before April 30, 2009.

The following table shows the expenses charged by each fund for the year ended
December 31, 2007:

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

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

AllianceBernstein VPS Global Technology Portfolio (Class B) 0.75 % 0.25 % 0.17 %
AllianceBernstein VPS Growth and Income Portfolio (Class B) 0.55 0.25 0.04
AllianceBernstein VPS International Value Portfolio (Class B) 0.75 0.25 0.06
AllianceBernstein VPS Small/Mid Cap Value Portfolio (Class B) 0.75 0.25 0.08
American Century VP II Inflation Protection Fund (Class II)(1)(2) 0.49 0.25 0.01
American Funds Global Growth Fund (Class 2)* 0.53 0.25 0.02
American Funds Global Small Capitalization Fund (Class 2)* 0.70 0.25 0.03
American Funds Growth Fund (Class 2)* 0.32 0.25 0.01
American Funds Growth-Income Fund (Class 2)* 0.26 0.25 0.01
American Funds International Fund (Class 2)* 0.49 0.25 0.03
Delaware VIP Capital Reserves Series (Service Class)(3) 0.50 0.30 0.18
Delaware VIP Diversified Income Series (Service Class) (4) 0.64 0.30 0.09
Delaware VIP Emerging Markets Series (Service Class)(5) 1.25 0.30 0.23
Delaware VIP High Yield Series (Service Class)(6) 0.65 0.30 0.10
Delaware VIP Small Cap Value Series (Service Class)(7) 0.71 0.30 0.10
Delaware VIP Trend Series (Service Class)(8) 0.75 0.30 0.11
Delaware VIP U.S. Growth Series (Service Class)(9) 0.65 0.30 0.09
Delaware VIP Value Series (Service Class)(10) 0.64 0.30 0.09
Fidelity (Reg. TM) VIP Contrafund Portfolio (Service Class 2)(11) 0.56 0.25 0.09
Fidelity (Reg. TM) VIP Growth Portfolio (Service Class 2)(12) 0.56 0.25 0.09
Fidelity (Reg. TM) Mid Cap Portfolio (Service Class 2)(12) 0.56 0.25 0.10
Fidelity (Reg. TM) VIP Overseas Portfolio (Service Class 2)(13) 0.71 0.25 0.14
FTVIPT Franklin Income Sercurities Fund (Class 2) 0.45 0.25 0.02
FTVIPT Franklin Small-Mid Cap Growth Securities Fund (Class
2)(14) 0.47 0.25 0.28
FTVIPT Mutual Shares Securities Fund (Class 2) 0.59 0.25 0.13
FTVIPT Templeton Global Income Sercurities Fund (Class 2) 0.50 0.25 0.14
LVIP Baron Growth Opportunities Fund (Service Class)(15) 1.00 0.25 0.08
LVIP Capital Growth Fund (Service Class)(16) 0.73 0.25 0.07
LVIP Cohen & Steers Global Real Estate Fund (Service
Class)(17)(18) 0.95 0.25 0.15
LVIP Columbia Value Opportunities Fund (Service Class)(19) 1.05 0.25 0.15
LVIP Delaware Bond Fund (Service Class)(45) 0.34 0.35 0.06
LVIP Delaware Growth and Income Fund (Service Class)(45) 0.33 0.35 0.07
LVIP Delaware Social Awareness Fund (Service Class)(45) 0.35 0.35 0.06
LVIP Delaware Special Opportunities Fund (Service Class)(45) 0.37 0.35 0.07
LVIP FI Equity-Income Fund (Service Class)(20) 0.73 0.25 0.08
LVIP Janus Capital Appreciation Fund (Service Class)(21) 0.74 0.25 0.08
LVIP Marsico International Growth Fund (Service Class)(22) 0.93 0.25 0.11
LVIP MFS Value Fund (Service Class)(23) 0.70 0.25 0.08
LVIP Mid-Cap Value Fund (Service Class)(24) 0.93 0.25 0.09
LVIP Mondrian International Value Fund (Service Class) 0.68 0.25 0.12

Total
Expenses
Total (after
Expenses Total Contractu
(before Contractual ua
Acquired any waivers/ waivers/
Fund waivers/ reimburse- reimburse
Fees and reimburse- ments e-
Expenses = ments) (if any) ments)

AllianceBernstein VPS Global Technology Portfolio (Class B) 0.00 % 1.17 %
AllianceBernstein VPS Growth and Income Portfolio (Class B) 0.00 0.84
AllianceBernstein VPS International Value Portfolio (Class B) 0.00 1.06
AllianceBernstein VPS Small/Mid Cap Value Portfolio (Class B) 0.00 1.08
American Century VP II Inflation Protection Fund (Class II)(1)(2) 0.00 0.75
American Funds Global Growth Fund (Class 2)* 0.00 0.80
American Funds Global Small Capitalization Fund (Class 2)* 0.00 0.98
American Funds Growth Fund (Class 2)* 0.00 0.58
American Funds Growth-Income Fund (Class 2)* 0.00 0.52
American Funds International Fund (Class 2)* 0.00 0.77
Delaware VIP Capital Reserves Series (Service Class)(3) 0.00 0.98 -0.11 % 0.87 %
Delaware VIP Diversified Income Series (Service Class) (4) 0.00 1.03 -0.05 0.98
Delaware VIP Emerging Markets Series (Service Class)(5) 0.00 1.78 -0.05 1.73
Delaware VIP High Yield Series (Service Class)(6) 0.00 1.05 -0.06 0.99
Delaware VIP Small Cap Value Series (Service Class)(7) 0.00 1.11 -0.05 1.06
Delaware VIP Trend Series (Service Class)(8) 0.00 1.16 -0.05 1.11
Delaware VIP U.S. Growth Series (Service Class)(9) 0.00 1.04 -0.05 0.99
Delaware VIP Value Series (Service Class)(10) 0.00 1.03 -0.05 0.98
Fidelity (Reg. TM) VIP Contrafund Portfolio (Service Class 2)(11) 0.00 0.90
Fidelity (Reg. TM) VIP Growth Portfolio (Service Class 2)(12) 0.00 0.90
Fidelity (Reg. TM) Mid Cap Portfolio (Service Class 2)(12) 0.00 0.91
Fidelity (Reg. TM) VIP Overseas Portfolio (Service Class 2)(13) 0.00 1.10
FTVIPT Franklin Income Sercurities Fund (Class 2) 0.00 0.72
FTVIPT Franklin Small-Mid Cap Growth Securities Fund (Class
2)(14) 0.01 1.01 -0.01 1.00
FTVIPT Mutual Shares Securities Fund (Class 2) 0.00 0.97
FTVIPT Templeton Global Income Sercurities Fund (Class 2) 0.00 0.89
LVIP Baron Growth Opportunities Fund (Service Class)(15) 0.00 1.33 -0.04 1.29
LVIP Capital Growth Fund (Service Class)(16) 0.00 1.05 -0.02 1.03
LVIP Cohen & Steers Global Real Estate Fund (Service
Class)(17)(18) 0.00 1.35 -0.25 1.10
LVIP Columbia Value Opportunities Fund (Service Class)(19) 0.00 1.45
LVIP Delaware Bond Fund (Service Class)(45) 0.00 0.75
LVIP Delaware Growth and Income Fund (Service Class)(45) 0.00 0.75
LVIP Delaware Social Awareness Fund (Service Class)(45) 0.00 0.76
LVIP Delaware Special Opportunities Fund (Service Class)(45) 0.00 0.79
LVIP FI Equity-Income Fund (Service Class)(20) 0.00 1.06 -0.07 0.99
LVIP Janus Capital Appreciation Fund (Service Class)(21) 0.00 1.07 -0.13 0.94
LVIP Marsico International Growth Fund (Service Class)(22) 0.00 1.29 -0.01 1.28
LVIP MFS Value Fund (Service Class)(23) 0.00 1.03
LVIP Mid-Cap Value Fund (Service Class)(24) 0.00 1.27
LVIP Mondrian International Value Fund (Service Class) 0.00 1.05

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

LVIP Money Market Fund (Service Class) 0.37 % 0.25 % 0.07 %
LVIP SSgA Bond Index Fund (Service Class)(25) 0.40 0.25 0.13
LVIP SSgA Developed International 150 Fund (Service
Class)(26) 0.75 0.25 0.17
LVIP SSgA Emerging Markets 100 Fund (Service Class)(27) 1.09 0.25 0.36
LVIP SSgA International Index Fund (Service Class)(28) 0.40 0.25 0.24
LVIP SSgA Large Cap 100 Fund (Service Class)(29) 0.52 0.25 0.12
LVIP SSgA Small/Mid Cap 200 Fund (Service Class)(30) 0.69 0.25 0.12
LVIP SSgA S&P 500 Index Fund (Service Class)(31) 0.24 0.25 0.08
LVIP SSgA Small-Cap Index Fund (Service Class)(32) 0.32 0.25 0.17
LVIP T. Rowe Price Growth Stock Fund (Service Class)(33) 0.74 0.25 0.08
LVIP T. Rowe Price Structured Mid-Cap Growth Fund (Service
Class) 0.73 0.25 0.09
LVIP Templeton Growth Fund (Service Class)(34)(35) 0.74 0.25 0.12
LVIP Turner Mid-Cap Growth Fund (Service Class)(36)(37) 0.89 0.25 0.19
LVIP UBS Global Asset Allocation Fund (Service Class)(38) 0.73 0.25 0.14
LVIP Wilshire 2010 Profile Fund (Service Class)(39)(40) 0.25 0.25 3.18
LVIP Wilshire 2020 Profile Fund (Service Class)(39)(40) 0.25 0.25 1.45
LVIP Wilshire 2030 Profile Fund (Service Class)(39)(40) 0.25 0.25 2.61
LVIP Wilshire 2040 Profile Fund (Service Class)(39)(40) 0.25 0.25 4.89
LVIP Wilshire Aggressive Profile Fund (Service Class)(39)(40) 0.25 0.25 0.09
LVIP Wilshire Conservative Profile Fund (Service Class)(39)(40) 0.25 0.25 0.08
LVIP Wilshire Moderate Profile Fund (Service Class)(39)(40) 0.25 0.25 0.04
LVIP Wilshire Moderately Aggressive Profile Fund (Service
Class)(39)(40) 0.25 0.25 0.04
MFS (Reg. TM) VIT Growth Fund (Service Class)(41)(42) 0.75 0.25 0.12
MFS (Reg. TM) VIT Total Return Series (Service Class)(41)(42)(43) 0.75 0.25 0.08
MFS (Reg. TM) VIT Utilities Series (Service Class)(41)(42)(44) 0.75 0.25 0.10

LVIP Money Market Fund (Service Class) 0.00 % 0.69 %
LVIP SSgA Bond Index Fund (Service Class)(25) 0.00 0.78 -0.08 % 0.70 %
LVIP SSgA Developed International 150 Fund (Service
Class)(26) 0.00 1.17 -0.41 0.76
LVIP SSgA Emerging Markets 100 Fund (Service Class)(27) 0.00 1.70 -0.75 0.95
LVIP SSgA International Index Fund (Service Class)(28) 0.00 0.89 -0.19 0.70
LVIP SSgA Large Cap 100 Fund (Service Class)(29) 0.00 0.89 -0.18 0.71
LVIP SSgA Small/Mid Cap 200 Fund (Service Class)(30) 0.00 1.06 -0.35 0.71
LVIP SSgA S&P 500 Index Fund (Service Class)(31) 0.00 0.57 -0.04 0.53
LVIP SSgA Small-Cap Index Fund (Service Class)(32) 0.00 0.74 -0.03 0.71
LVIP T. Rowe Price Growth Stock Fund (Service Class)(33) 0.00 1.07
LVIP T. Rowe Price Structured Mid-Cap Growth Fund (Service
Class) 0.00 1.07
LVIP Templeton Growth Fund (Service Class)(34)(35) 0.00 1.11 -0.09 1.02
LVIP Turner Mid-Cap Growth Fund (Service Class)(36)(37) 0.00 1.33 -0.06 1.27
LVIP UBS Global Asset Allocation Fund (Service Class)(38) 0.05 1.17
LVIP Wilshire 2010 Profile Fund (Service Class)(39)(40) 0.76 4.44 -3.18 1.26
LVIP Wilshire 2020 Profile Fund (Service Class)(39)(40) 0.79 2.74 -1.45 1.29
LVIP Wilshire 2030 Profile Fund (Service Class)(39)(40) 0.88 3.99 -2.61 1.38
LVIP Wilshire 2040 Profile Fund (Service Class)(39)(40) 0.92 6.31 -4.89 1.42
LVIP Wilshire Aggressive Profile Fund (Service Class)(39)(40) 1.02 1.61 -0.09 1.52
LVIP Wilshire Conservative Profile Fund (Service Class)(39)(40) 0.77 1.35 -0.08 1.27
LVIP Wilshire Moderate Profile Fund (Service Class)(39)(40) 0.89 1.43 -0.04 1.39
LVIP Wilshire Moderately Aggressive Profile Fund (Service
Class)(39)(40) 0.92 1.46 -0.04 1.42
MFS (Reg. TM) VIT Growth Fund (Service Class)(41)(42) 0.00 1.12
MFS (Reg. TM) VIT Total Return Series (Service Class)(41)(42)(43) 0.00 1.08 -0.03 1.05
MFS (Reg. TM) VIT Utilities Series (Service Class)(41)(42)(44) 0.00 1.10 -0.03 1.07

(*) The investment adviser is voluntarily waiving up to 10% of its management
fee. The waiver may be disconintued at any time in consultation with the
Series' board, but it is expected to continue at its current level until
further review. Total annual fund operating expenses do not reflect this
waiver. Information regarding the effect of any waiver on total annual
fund operating expenses can be found in the Financial Highlights table in
the Series' prospectus and in the audited financial statements in the
Series' annual report.

(1) The fund pays the advisor a single, unified management fee for arranging
all services necessary for the fund to operate. The fee shown is based on
assets during the fund's most recent fiscal year. The fund has a stepped
fee schedule. As a result, the fund's unified management fee rate
generally decreases as assets increase and increases as assets decrease.

(2) Other expenses include the fees and expenses of the fund's independent
directors and their legal counsel, as well as interest.

(3) The investment advisor for the Delaware VIP Capital Reserves Series is
Delaware Management Company ("DMC"). For the period May 1, 2008 through
April 30, 2009, the advisor has contracted to waive all or a portion of
its investment advisory fees and/or reimburse expenses in order to prevent
total annual series operating expenses (excluding any 12b-1 plan expenses,
taxes, interest, inverse floater program expenses, brokerage fees, certain
insurance costs, and non-routine expenses or costs, including, but not
limited to, those relating to reorganizations, litigation, certain Trustee
retirement plan expenses, conducting shareholder meetings, and
liquidations (collectively, "non-routine expenses")) from exceeding, in an
aggregate amount, 0.62% of average daily net assets. Under its Management
Agreement, the Series pays an annual management fee based on average daily
net assets as follows: 0.50% on the first $500 million, 0.475% on the next
$500 million, 0.45% on the next $1.5 billion, and 0.425% on assets in
excess of $2.5 billion. The Service Class shares are subject to an annual
12b-1 fee of not more than 0.30%. Effective May 1, 2007 through April 30,
2009, Delaware Distributors, L.P. has contracted to limit the Service
Class shares 12b-1 fee to no more than 0.25% of average daily net assets.

12b-1 fee of not more than 0.30%. Effective May 1, 2007 through April 30,
2009, Delaware Distributors, L.P. has contracted to limit the Service Class
shares 12b-1 fee to no more than 0.25% of average daily net assets.

(5) The investment advisor for the Delaware VIP Emerging Markets Series is
Delaware Management Company ("DMC"). For the period May 1, 2007 through
April 30, 2008, the advisor contracted to waive all or a portion of its
investment advisory fees and/or reimburse expenses in order to prevent
total annual series operating expenses (excluding any 12b-1 plan expenses,
taxes, interest, inverse floater program expenses, brokerage fees, certain
insurance costs, and non-routine expenses or costs, including, but not
limited to, those relating to reorganizations, litigation, certain Trustee
retirement plan expenses, conducting shareholder meetings, and
liquidations (collectively, "non-routine expenses")) from exceeding, in an
aggregate amount, 1.50% of average daily net assets. Under its Management
Agreement, the Series pays an annual management fee based on average daily
net assets as follows: 1.25% on the first $500 million, 1.20% on the next
$500 million, 1.15% on the next $1.5 billion, and 1.10% on assets in
excess of $2.5 billion. The Service Class shares are subject to an annual
12b-1 fee of not more than 0.30%. Effective May 1, 2007 through April 30,
2009, Delaware Distributors, L.P. has contracted to limit the Service
Class shares 12b-1 fee to no more than 0.25% of average daily net assets.

(6) The investment advisor for the Delaware VIP High Yield Series is Delaware
Management Company ("DMC"). For the period May 1, 2007 through April 30,
2009, the advisor has contracted to waive all or a portion of its
investment advisory fees and/or reimburse expenses in order to prevent
total annual series operating expenses (excluding any 12b-1 plan expenses,
taxes, interest, inverse floater program expenses, brokerage fees, certain
insurance costs, and non-routine expenses or costs, including, but not
limited to, those relating to reorganizations, litigation, certain Trustee
retirement plan expenses, conducting shareholder meetings, and
liquidations (collectively, "non-routine expenses"))from exceeding, in an
aggregate amount, 0.74% of average daily net assets. Under its Management
Agreement, the Series pays an annual management fee based on average daily
net assets as follows: 0.65% on the first $500 million, 0.60% on the next
$500 million, 0.55% on the next $1.5 billion, and 0.50% on assets in
excess of $2.5 billion. The Service Class shares are subject to an annual
12b-1 fee of not more than 0.30%. Effective May 1, 2007 through April 30,
2009, Delaware Distributors, L.P. has contracted to limit the Service
Class shares 12b-1 fee to no more than 0.25% of average daily net assets.

(7) The investment advisor for the Delaware VIP Small Cap Value Series is
Delaware Management Company ("DMC"). Under its Management Agreement, the
Series pays an annual management fee based on average daily net assets as
follows: 0.75% on the first $500 million, 0.70% on the next $500 million,
0.65% on the next $1.5 billion, and 0.60% on assets in excess of $2.5
billion. The Service Class shares are subject to an annual 12b-1 fee of
not more than 0.30%. Effective May 1, 2007 through April 30, 2009,
Delaware Distributors, L.P. has contracted to limit the Service Class
shares 12b-1 fee to no more than 0.25% of average daily net assets.

(8) The investment advisor for the Delaware VIP Trend Series is Delaware
Management Company ("DMC"). Under its Management Agreement, the Series
pays an annual management fee based on average daily net assets as
follows: 0.75% on the first $500 million, 0.70% on the next $500 million,
0.65% on the next $1.5 billion, and 0.60% on assets in excess of $2.5
billion. The Service Class shares are subject to an annual 12b-1 fee of
not more than 0.30%. Effective May 1, 2007 through April 30, 2009,
Delaware Distributors, L.P. has contracted to limit the Service Class
shares 12b-1 fee to no more than 0.25% of average daily net assets.

(9) The investment advisor for the Delaware VIP US Growth Series is Delaware
Management Company ("DMC"). Under its Management Agreement, the Series
pays an annual management fee based on average daily net assets as
follows: 0.65% on the first $500 million, 0.60% on the next $500 million,
0.55% on the next $1.5 billion, and 0.50% on assets in excess of $2.5
billion. The Service Class shares are subject to an annual 12b-1 fee of
not more than 0.30%. Effective May 1, 2007 through April 30, 2009,
Delaware Distributors, L.P. has contracted to limit the Service Class
shares 12b-1 fee to no more than 0.25% of average daily net assets.

(10) The investment advisor for the Delaware VIP Value Series is Delaware
Management Company ("DMC"). For the period May 1, 2007 until such time as
the waiver is discontinued, the advisor has agreed to voluntarily waive
all or a portion of its investment advisory fees and/or reimburse expenses
in order to prevent total annual series operating expenses (excluding any
12b-1 plan expenses, taxes, interest, inverse floater program expenses,
brokerage fees, certain insurance costs, and non-routine expenses or
costs, including, but not limited to, those relating to reorganizations,
litigation, certain Trustee retirement plan expenses, conducting
shareholder meetings, and liquidations (collectively, "non-routine
expenses")) from exceeding, in an aggregate amount, 0.60% of average daily
net assets. Under its Management Agreement, the Series pays an annual
management fee based on average daily net assets as follows: 0.65% on the
first $500 million, 0.60% on the next $500 million, 0.55% on the next $1.5
billion, and 0.50% on assets in excess of $2.5 billion. The Service Class
shares are subject to an annual 12b-1 fee of not more than 0.30%.
Effective May 1, 2007 through April 30, 2009, Delaware Distributors, L.P.
has contracted to limit the Service Class shares 12b-1 fee to no more than
0.25% of average daily net assets.

(11) Contrafund - A portion of the brokerage commissions that the fund pays
may be reimbursed and used to reduce the fund's expenses. In addition,
through arrangements with the fund's custodian, credits realized as a
result of uninvested cash balances are used to reduce the fund's custodian
expenses. Including these reductions, the total class operating expenses
would have been 0.89% for Service Class 2. These offsets may be
discontinued at any time.

(12) Growth. A portion of the brokerage commissions that the fund pays may be
reimbursed and used to reduce the fund's expenses. In addition, through
arrangements with the fund's custodian, credits realized as a result of
uninvested cash balances are used to reduce the fund's custodian expenses.
Including these reductions, the total class operating expenses would have
been 0.89% for Service Class 2. These offsets may be discontinued at any
time.

(13) Mid Cap. A portion of the brokerage commissions that the fund pays may be
reimbursed and used to reduce the fund's expenses. In addition, through
arrangements with the fund's custodian, credits realized as a result of
uninvested cash balances are used to reduce the fund's custodian expenses.
Including these reductions, the total class operating expenses would have
been 0.90% for Service Class 2. These offsets may be discontinued at any
time.

(14) The Fund's manager has agreed in advance to reduce its fees from assets
invested by the Fund in a Franklin Templeton money market fund (the Sweep
Money Fund which is "the acquired fund" in this case) to the extent of the
Fund's fees and expenses of the acquired fund. This reduction is required
by the Trust's board of trustees and an exemptive order by the Securities
and Exchange Commission (SEC); this arrangement will continue as long as
the exemptive order is relied upon. This reduction is not reflected in Net
Annual Fund operating expenses, which would be lower if it were.

(15) The adviser has contractually agreed to reimburse the fund's Service Class
to the extent that the fund's Total Annual Fund Operating Expenses exceed
1.29% of average daily net assets. The Agreement will continue at least
through April 30, 2009 and renew automatically for one-year terms unless
the adviser provides written notice of termination to the fund. Other
expenses shown in the table have been restated to reflect the changes in
the expense structure of the fund as a result of the reorganization of the
fund which was effective June 5, 2007.

(16) The adviser has contractually agreed to reimburse the fund's Service Class
to the extent that the fund's Total Annual Fund Operating Expenses exceed
1.03% of average daily net assets. The Agreement will continue at least
through April 30, 2009 and renew automatically for one-year terms unless
the adviser provides written notice of termination to the fund.

(17) The adviser has contractually agreed to reimburse the fund's Service Class
to the extent that the fund's Total Annual Fund Operating Expenses exceed
1.10% of average daily net assets. The Agreement will continue at least
through April 30, 2009 and renew automatically for one-year terms unless
the adviser provides written notice of termination to the fund.

through April 30, 2009, and renew automatically for one-year terms unless
the adviser provides written notice of termination to the fund.

(19) The adviser has contractually agreed to reimburse the fund's Service Class
to the extent that the fund's Total Annual Fund Operating Expenses exceed
1.59% of average daily net assets. The Agreement will continue at least
through April 30, 2009 and renew automatically for one-year terms unless
the adviser provides written notice of termination to the fund. The
management fee has been restated to reflect a new management agreement
effective April 30, 2007. The management fee charged pursuant to the new
agreement is lower than the management fee previously charged to the fund.

(20) The adviser has contractually agreed to waive a portion of its advisory
fee through April 30, 2009. The waiver amount is: 0.03% on the first
$250,000,000 of average daily net assets of the fund; 0.08% on the next
$500,000,000 of average daily net assets of the fund; and 0.13% of average
daily net assets of the fund in excess of $750,000,000. The waiver will
renew automatically for one-year terms unless the adviser provides written
notice of termination to the fund.

(21) The adviser has contractually agreed to waive a portion of its advisory
fee through April 30, 2009. The waiver amount is: 0.15% on the first
$100,000,000 of average daily net assets of the fund; 0.10% of the next
$150,000,000 of average daily net assets of the fund; 0.15% on the next
$250,000,000 of average daily net assets of the fund; 0.10% on the next
$250,000,000 of average daily net assets of the fund; 0.15% on the next
$750,000,000 of average daily net assets of the fund; and 0.20% on the
excess of $1.5 billion of average daily net assets of the fund. The waiver
will renew automatically for one-year terms unless the adviser provides
written notice of termination to the fund.

(22) The adviser has contractually agreed to reimburse the fund's Service Class
to the extent that the fund's Total Annual Fund Operating Expenses exceed
1.29% of average daily net assets. The Agreement will continue at least
through April 30, 2009 and renew automatically for one-year terms unless
the advisor provides written notice of termination to the fund.

(23) The adviser has contractually agreed to reimburse the fund's Service Class
to the extent that the fund's Total Annual Fund Operating Expenses exceed
1.05% of average daily net assets. The Agreement will continue at least
through April 30, 2009 and renew automatically for one-year terms unless
the adviser provides written notice of termination to the fund.

(24) The adviser has contractually agreed to reimburse the fund's Service Class
to the extent that the fund's Total Annual Fund Operating Expenses exceed
1.29% of average daily net assets. The Agreement will continue at least
through April 30, 2009 and renew automatically for one-year terms unless
the adviser provides written notice of termination to the fund.

(25) Other expenses are based on estimated amounts for the current fiscal year.
LIA has contractually agreed to reimburse the fund's Service Class to the
extent that the Fund's total Annual Fund Operating Expenses exceed 0.70%
of average daily net assets. The Agreement will continue at least through
April 30, 2009 and renew automatically for one-year terms unless the
adviser provides written notice of termination to the Fund. LIA has
contractually agreed to waive the following portion of its advisory fee
for the fund: 0.07% of the first $500,000,000 of average daily net assets
of the fund and 0.12% of the excess over $500,000,000 of average daily net
assets of the fund. The fee waiver will continue at least through April
30, 2009 and renew automatically for one-year terms unless the adviser
provides written notice of termination to the fund.

(26) Other expenses are based on estimated amounts for the current fiscal year.
LIA has contractually agreed to reimburse the fund's Service Class to the
extent that the Fund's total Annual Fund Operating Expenses exceed 0.76%
of average daily net assets. The Agreement will continue at least through
April 30, 2009 and renew automatically for one-year terms unless the
adviser provides written notice of termination tot he Fund. LIA has
contractually agreed to waive the following portion of its advisory fee
for the fund: 0.35% of the first $100,000,000 of average daily net assets
of the fund and 0.43% of the excess over $100,000,000 of average daily net
assets of the fund. The fee waiver will continue at least through April
30, 2009 and renew automatically for one-year terms unless the adviser
provides written notice of termination to the fund.

(27) Other expenses are based on estimated amounts for the current fiscal year.
LIA has contractually agreed to reimburse the fund's Service Class to the
extent that the Fund's total Annual Fund Operating Expenses exceed 0.95%
of average daily net assets. The Agreement will continue at least through
April 30, 2009 and renew automatically for one-year terms unless the
adviser provides written notice of termination to the Fund. LIA has
contractually agreed to waive the following portion of its advisory fee
for the fund: 0.69% of the first $100,000,000 of average daily net assets
of the fund and 0.76% of the excess over $100,000,000 of average daily net
assets of the fund. The fee waiver will continue at least through April
30, 2009 and renew automatically for one-year terms unless the adviser
provides written notice of termination to the fund.

(28) Other expenses are based on estimated amounts for the current fiscal year.
LIA has contractually agreed to reimburse the fund's Service Class to the
extent that the Fund's total Annual Fund Operating Expenses exceed 0.70%
of average daily net assets. The Agreement will continue at least through
April 30, 2009 and renew automatically for one-year terms unless the
adviser provides written notice of termination to the Fund. LIA has
contractually agreed to waive the following portion of its advisory fee
for the fund: 0.06% of the first $500,000,000 of average daily net assets
of the fund and 0.09% of the excess over $500,000,000 of average daily net
assets of the fund. The fee waiver will continue at least through April
30, 2009 and renew automatically for one-year terms unless the adviser
provides written notice of termination to the fund.

(29) Other expenses are based on estimated amounts for the current fiscal year.
LIA has contractually agreed to reimburse the fund's Service Class to the
extent that the Fund's total Annual Fund Operating Expenses exceed 0.71%
of average daily net assets. The Agreement will continue at least through
April 30, 2009 and renew automatically for one-year terms unless the
adviser provides written notice of termination to the Fund. LIA has
contractually agreed to waive the following portion of its advisory fee
for the fund: 0.12% of the first $100,000,000 of average daily net assets
of the fund and 0.22% of the excess over $100,000,000 of average daily net
assets of the fund. The fee waiver will continue at least through April
30, 2009 and renew automatically for one-year terms unless the adviser
provides written notice of termination to the fund.

(30) Other expenses are based on estimated amounts for the current fiscal year.
LIA has contractually agreed to reimburse the fund's Service Class to the
extent that the Fund's total Annual Fund Operating Expenses exceed 0.71%
of average daily net assets. The Agreement will continue at least through
April 30, 2009 and renew automatically for one-year terms unless the
adviser provides written notice of termination to the Fund. LIA has
contractually agreed to waive the following portion of its advisory fee
for the fund: 0.29% of the first $100,000,000 of average daily net assets
of the fund and 0.39% of the excess over $100,000,000 of average daily net
assets of the fund. The fee waiver will continue at least through April
30, 2009 and renew automatically for one-year terms unless the adviser
provides written notice of termination to the fund.

(31) The adviser has contractually agreed to reimburse the fund's Service Class
to the extent that the fund's Total Annual Fund Operating Expenses exceed
0.53% of average daily net assets. The Agreement will continue at least
through April 30, 2009 and renew automatically for one-year terms unless
the adviser provides written notice of termination to the fund.

(32) The adviser has contractually agreed to reimburse the fund's Service Class
to the extent that the fund's Total Annual Fund Operating Expenses exceed
0.71% of average daily net assets. The Agreement will continue at least
through April 30, 2009 and renew automatically for one-year terms unless
the adviser provides written notice of termination to the fund. The
management fee has been restated to reflect a new management agreement
effective April 30, 2007. The management fee charged pursuant to the new
agreement is lower than the management fee previously charged to the fund.

(33) The adviser has contractually agreed to reimburse the fund's Service Class
to the extent that the fund's Total Annual Fund Operating Expenses exceed
1.11% of average daily net assets. The Agreement will continue at least
through April 30, 2009 and renew automatically for one-year terms unless
the adviser provides written notice of termination to the fund.

(34) The adviser has contractually agreed to reimburse the fund's Service Class
to the extent that the fund's Total Annual Fund Operating Expenses exceed
1.06% of average daily net assets. The Agreement will continue at least
through April 30, 2009 and renew automatically for one-year terms unless
the adviser provides written notice of termination to the fund.

(35) Lincoln Financial Distributors, Inc. (LFD) has contractually agreed to
waive 0.04% of the 0.25% 12b-1 fee payable to LFD under the Distribution
Services Agreement between the fund and LFD, in connection with the
Service Class shares of the fund. The Agreement will continue through
April 30, 2009 and will terminate on that date unless the parties agree
otherwise.

(36) The adviser has contractually agreed to waive a portion of its advisory
fee through April 30, 2009. The waiver amount is: 0.10% on the first $25
million and 0.05% on the next $50 million. The waiver will renew
automatically for one-year terms unless the adviser provides written
notice of termination to the fund.

(37) The adviser has contractually agreed to reimburse the fund's Service Class
to the extent that the fund's Total Annual Fund Operating Expenses exceed
1.27% of average daily net assets. The Agreement will continue at least
through April 30, 2009 and renew automatically for one-year terms unless
the advisor provides written notice of termination to the fund.

(38) Acquired Fund Fees and Expenses (AFFE) in the chart are based on the 2007
fees and expenses of the UBS Relationship Funds owned by the fund during
2007 and are provided to show you an estimate of the underlying fee and
expenses attributable to the fund.

(39) The ""Acquired Fund Fees and Expenses (AFFE)"" in the chart are based on
the 2007 fees and expenses of the underlying funds that were owned by each
Profile fund during 2007 and are provided to show you an estimate of the
underlying fees and expenses attributable to each fund. Each funds'
expense ratio will vary based on the actual allocations to the underlying
funds that occurred through the year.

(40) The adviser has contractually agreed to reimburse each fund's Service
Class to the extent that the fund's Total Annual Fund Operating Expenses
(excluding underlying fund fees and expenses) exceed 0.50% of average
daily net assets. The agreement will continue at least through April 30,
2009 and renew automatically for one-year terms unless the adviser
provides written notice of termination to the fund.

(41) The fund has entered into an expense offset arrangement that reduces the
fund's custodian fee based upon the amount of cash maintained by the fund
with its custodian and dividend disbursing agent. Such fee reduction is
not reflected in the table. Had this fee reduction been taken into
account, "Net Expenses" would be lower.

(42) The funds' Rule 12b-1 plan permits it to pay distribution and/or service
fees to support the sale and distribution of the funds' Service Class
shares and the services provided by financial intermediaries. The maximum
rates that may be charged under the plan, together with details of any fee
reduction arrangements, are set forth under "12b-1 fee."

(43) MFS has agreed in writing to reduce its management fee to 0.65% annualy on
average daily net assets in excess of $3 billion. This written agreement
will remain in effect until modified by the funds' Board of Trustees.

(44) MFS has agreed in writing to reduce its management fee to 0.70% annualy on
average daily net assets in excess of $1 billion. This written agreement
will remain in effect until modified by the funds' Board of Trustees.

(45) The 12b-1 fee information in the table above has been restated to reflect
the increase in the 12b-1 fee effective January 1, 2008.

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

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

EXAMPLES

This Example is intended to help you compare the cost of investing in the
contract with the cost of investing in other variable annuity contracts. These
costs include contractowner transaction expenses, contract fees, separate
account annual expenses, and fund fees and expenses.

The Example assumes that you invest $10,000 in the contract for the time
periods indicated. The Example also assumes that your investment has a 5%
return each year the maximum fees and expenses of any of the funds and that the
EEB death benefit and Lincoln Lifetime IncomeSM Advantage Plus at the
guaranteed maximum charge are in effect. Although your actual costs may be
higher or lower, based on these assumptions, your costs would be:

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

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

$1,647 $3,391 $5,075 $8,833

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

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

$947 $2,791 $4,575 $8,833

For more information, see Charges and Other Deductions in this prospectus, and
the prospectuses for the funds. Premium taxes may also apply, although they do
not appear in the examples. Different fees and expenses not reflected in the
examples may be imposed during a period in which regular income or annuity
payouts are made. See The Contracts - i4LIFE (Reg. TM) Advantage including the
Guaranteed Income Benefit Rider, 4LATER (Reg. TM) Advantage and Annuity
Payouts. These examples should not be considered a representation of past or
future expenses. Actual expenses may be more or less than those shown.

Summary of Common Questions
What kind of contract am I buying? It is an individual variable or fixed and/or
interest adjusted, if applicable, annuity contract between you and Lincoln
Life. This prospectus primarily describes the variable side of the contract.
See The Contracts. The contract and certain riders, benefits, service features
and enhancements may not be available in all states, and the charges may vary
in certain states. You should refer to your contract for any state specific
provisions. Please check with your investment representative regarding their
availability.

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

What are Asset Allocation Models? Asset allocation models are designed to
assist you in deciding how to allocate your purchase payments among the various
subaccounts. Each model provides a diversified investment portfolio by
combining different asset classes to help it reach its stated investment goal.
See The Contracts - Asset Allocation Models.

What are Investment Requirements? If you elect one of the following riders:
Lincoln Lifetime IncomeSM Advantage, 4LATER (Reg. TM) Advantage, the Lincoln
SmartSecurity (Reg. TM) Advantage, or i4LIFE (Reg. TM) Advantage with the
Guaranteed Income Benefit, you will be subject to certain requirements for your
subaccount investments. You will be limited in how much you can invest in
certain subaccounts. Different Investment Requirements apply to different
riders. See The Contracts - Investment Requirements.

What are my investment choices? Based upon your instruction for purchase
payments, the VAA applies your purchase payments to buy shares in one or more
of the investment options. In turn, each fund holds a portfolio of securities
consistent with its investment policy. See Investments of the Variable Annuity
Account - Description of the Funds.

Who invests my money? Several different investment advisers manage the
investment options. See Investments of the Variable Annuity Account -
Description of the Funds.

How does the contract work? If we approve your application, we will send you a
contract. When you make purchase payments during the accumulation phase, you
buy accumulation units. If you decide to receive an annuity payout, your
accumulation units are converted to annuity units. Your annuity payouts will be
based on the number of annuity units you received and the value of each annuity
unit on payout days. See The Contracts.

What charges do I pay under the contract? If you withdraw purchase payments,
you pay a surrender charge from 0% to 7.00% of the surrendered or withdrawn
purchase payment, depending upon how long those payments have been invested in
the contract. We may waive surrender charges in certain situations. See Charges
and Other Deductions-Surrender Charge.

We will deduct any applicable premium tax from purchase payments or contract
value at the time the tax is incurred or at another time we choose.

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

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

The surrender, withdrawal or transfer of value from a fixed account guaranteed
period may be subject to the interest adjustment, if applicable. See Fixed Side
of the Contract.

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

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

What purchase payments do I make, and how often? Subject to the minimum and
maximum payment amounts, your payments are completely flexible. See The
Contracts - Purchase Payments.

How will my annuity payouts be calculated? If you decide to annuitize, you may
select an annuity option and start receiving annuity payouts from your contract
as a fixed option or variable option or a combination of both. See Annuity
Payouts - Annuity Options. Remember that participants in the VAA benefit from
any gain, and take a risk of any loss, in the value of the securities in the
funds' portfolios.

What happens if I die before I annuitize? Your beneficiary will receive death
benefit proceeds based upon the death benefit you select. Your beneficiary has
options as to how the death benefit is paid. In the alternative, you may choose
to receive a death benefit on the death of the annuitant. See The Contracts -
Death Benefit.

May I transfer contract value between variable options and between the variable
and fixed sides of the contract? Yes, subject to currently effective
restrictions. For example, transfers made before the annuity commencement date
are generally restricted to no more than twelve (12) per contract year. If
permitted by your contract, we may discontinue accepting transfers into the
fixed side of the contract at any time. See The Contracts - Transfers On or
Before the Annuity Commencement Date and Transfers After the Annuity
Commencement Date.

What is Lincoln Lifetime IncomeSM Advantage? Lincoln Lifetime IncomeSM
Advantage is a rider that you may purchase for an additional charge and which
provides minimum guaranteed, periodic withdrawals for your life (Single Life
Option) or for the lives of you and your spouse (Joint Life Option) regardless
of the investment performance of the contract provided certain conditions are
met. Withdrawals are based on the Guaranteed Amount which is equal to the
initial purchase payment (or contract value if elected after contract issue).
The Guaranteed Amount is not available as a separate benefit upon death or
surrender and is increased by subsequent purchase payments, Automatic Annual
Step-ups, 5% Enhancements and the step-up to 200% of the initial Guaranteed
Amount and is decreased by withdrawals in accordance with provisions described
later in this prospectus. See The Contracts-Lincoln Lifetime IncomeSM
Advantage. You may not simultaneously elect Lincoln Lifetime IncomeSM Advantage
and another one of the Living Benefit riders. By electing this rider you will
be subject to Investment Requirements. See The Contracts - Investment
Requirements.

What is Lincoln Lifetime IncomeSM Advantage Plus? Lincoln Lifetime IncomeSM
Advantage Plus is available for an additional fee and provides an increase in
your contact value of an amount equal to the excess of the initial Guaranteed
Amount over the current contract value on the seventh benefit year anniversary
so long as no withdrawals have been taken and you adhere to certain Investment
Requirements. Lincoln Lifetime IncomeSM Advantage Plus may only be purchased in
addition to Lincoln Lifetime IncomeSM Advantage.

What are Living Benefit Riders? Living Benefit riders are optional riders
available to purchase for an additional fee. These riders provide different
types of minimum guarantees if you meet certain conditions. If you select a
Living Benefit rider, excess withdrawals may have adverse effects on the
benefit and you may be subject to Investment Requirements. These riders are the
Lincoln Smart Security (Reg. TM) Advantage, Lincoln Lifetime IncomeSM Advantage
(withdrawal benefit riders), 4LATER (Reg. TM) Advantage and i4LIFE (Reg. TM)
Advantage (with or without the Guaranteed Income Benefit) (annuity payout
riders). These riders are discussed in detail in this prospectus. In addition,
there is an overview of these riders at the end of this prospectus.

What is the Lincoln SmartSecurity (Reg. TM) Advantage? This benefit, which may
be available for purchase at an additional charge, provides a Guaranteed Amount
equal to the initial purchase payment (or contract value at the time of
election) as adjusted. You may access this benefit through periodic
withdrawals. Excess withdrawals will adversely affect the Guaranteed Amount.
There are two options available to reset the Guaranteed Amount to the current
contract value. You cannot simultaneously elect Lincoln SmartSecurity (Reg. TM)
Advantage with any other Living Benefit rider. By electing this benefit, you
will be subject to Investment Requirements. See The Contracts - Lincoln
SmartSecurity (Reg. TM) Advantage.

What is i4LIFE (Reg. TM) Advantage? i4LIFE (Reg. TM) Advantage is an income
program, available for purchase at an additional charge, that provides periodic
variable lifetime income payments, a death benefit, and the ability to make
withdrawals during a defined period of time (Access Period). For an additional
charge, you may purchase a minimum payout floor, the Guaranteed Income Benefit.
We assess a

charge, imposed only during the i4LIFE (Reg. TM) Advantage payout phase, based
on the i4LIFE (Reg. TM) Advantage death benefit you choose and whether or not
the Guaranteed Income Benefit is in effect.

What are the Guaranteed Income Benefits? The Guaranteed Income Benefits provide
a minimum payout floor for your i4LIFE (Reg. TM) regular income payments. They
are available either through 4LATER (Reg. TM) Advantage, Lincoln Lifetime
IncomeSM Advantage or may be purchased at the time you elect i4LIFE (Reg. TM)
Advantage. 4LATER (Reg. TM) Advantage is purchased prior to the time you elect
i4LIFE (Reg. TM) Advantage and provides a guaranteed value, the Income Base,
which can be used to establish the Guaranteed Income Benefit floor in the
future. The i4LIFE (Reg. TM) Guaranteed Income Benefit or Lincoln Lifetime
IncomeSM Advantage Guaranteed Income Benefit is purchased at the time you elect
i4LIFE (Reg. TM) Advantage or any time during the Access Period. The i4LIFE
(Reg. TM) Guaranteed Income Benefit does not have an Income Base; the minimum
floor is based on the contract value at the time you elect i4LIFE (Reg. TM)
with the Guaranteed Income Benefit. By electing one of these benefits, you will
be subject to Investment Requirements. See The Contracts - i4LIFE (Reg. TM)
Advantage Guaranteed Income Benefit and 4LATER (Reg. TM) Advantage Guaranteed
Income Benefit.

What is 4LATER (Reg. TM) Advantage? 4LATER (Reg. TM) Advantage, which may be
available for purchase at an additional charge, is a way to guarantee today a
minimum payout floor (a Guaranteed Income Benefit) in the future for the i4LIFE
(Reg. TM) Advantage regular income payments. 4LATER (Reg. TM) Advantage
provides an initial Income Base that is guaranteed to increase at a specified
percentage over the accumulation period of the annuity. By electing this
benefit, you will be subject to Investment Requirements. See The Contracts -
4LATER (Reg. TM) Advantage.

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

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

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

Investment Results
At times, the VAA may compare its investment results to various unmanaged
indices or other variable annuities in reports to shareholders, sales
literature and advertisements. The results will be calculated on a total return
basis for various periods, with or without contingent deferred sales charges.
Results calculated without contingent deferred sales charges will be higher.
Total returns include the reinvestment of all distributions, which are
reflected in changes in unit value. The money market subaccount's yield is
based upon investment performance over a 7-day period, which is then
annualized.

During extended periods of low interest rates, the yields of any subaccount
investing in a money market fund may also become extremely low and possibly
negative.

The money market yield figure and annual performance of the subaccounts are
based on past performance and do not indicate or represent future performance.

The Lincoln National Life Insurance Company
The Lincoln National Life Insurance Company (Lincoln Life), 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.
Guarantees provided within death benefit options and Living Benefit riders are
backed by the claims-paying ability of Lincoln Life.

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

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

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

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

Investment Advisers

As compensation for its services to the 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 each fund, as defined in the prospectus for the fund.

Certain Payments We Receive with Regard to the Funds

With respect to a fund, including affiliated funds, the adviser and/or
distributor, or an affiliate thereof, may make payments to us (or an
affiliate). It is anticipated that such payments will be based on a percentage
of assets of the particular fund attributable to the Contracts along with
certain other variable contracts issued or administered by us (or an
affiliate). These percentages are negotiated and vary with each fund. Some
funds may pay us significantly more than other funds and the amount we receive
may be substantial. These percentages currently range up to 0.46%, and as of
the date of this prospectus, we were receiving payments from each fund family.
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, 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.

The AllianceBernstein, American Century, American Funds, Delaware, Fidelity,
Franklin Templeton, Lincoln and MFS Funds offered as part of this contract make
payments to us under their distribution plans (12b-1 plans). The payment rates
range up to 0.35% based on the amount of assets invested in those Funds.
Payments made out of the assets of the fund will reduce the amount of assets
that otherwise would be available for investment, and will reduce the fund's
investment return. The dollar amount of future asset-based fees is not
predictable because these fees are a percentage of the fund's average net
assets, which can fluctuate over time. If, however, the value of the fund goes
up, then so would the payment to us (or our affiliates). Conversely, if the
value of the funds goes down, payments to us or our affiliates would decrease.

Description of the Funds

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

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

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

Following are brief summaries of the fund descriptions. More detailed
information may be obtained from the current prospectus for the fund. You
should read each fund prospectus carefully before investing. Please be advised
that there is no assurance that any of the funds will achieve their stated
objectives.

AllianceBernstein Variable Products Series Fund, advised by AllianceBernstein,
L.P.

o AllianceBernstein Global Technology Portfolio (Class B): Maximum capital
appreciation.

o AllianceBernstein Growth and Income Portfolio (Class B): Growth and income.

o AllianceBernstein International Value Portfolio (Class B): Long-term
growth.

o AllianceBernstein Small/Mid Cap Value Portfolio (Class B): Long-term
growth.

American Century Investments Variable Products, advised by American Century

o Inflation Protection Fund (Class II): Long-term total return.

American Funds Insurance SeriesSM, advised by Capital Research and Management
Company

o Global Growth Fund (Class 2): Long-term growth.

o Global Small Capitalization Fund (Class 2): Long-term growth.

o Growth Fund (Class 2): Long-term growth.

o Growth-Income Fund (Class 2): Growth and income.

o International Fund (Class 2): Long-term growth.

Delaware VIP Trust, advised by Delaware Management Company

o Capital Reserves Series (Service Class): Current income.

o Diversified Income Series (Service Class): Total return.

o Emerging Markets Series (Service Class): Capital appreciation.
(Sub-advised by Mondrian Investment Partners Limited)

o High Yield Series (Service Class): Capital appreciation.

o Small Cap Value Series (Service Class): Capital appreciation.

o Trend Series (Service Class): Capital appreciation.

o U.S. Growth Series (Service Class): Capital appreciation.

o Value Series (Service Class): Long-term capital appreciation.

Fidelity (Reg. TM) Variable Insurance Products, advised by Fidelity Management
and Research Company

o Contrafund (Reg. TM) Portfolio (Service Class 2): Long-term capital
appreciation.

o Growth Portfolio (Service Class 2): Capital appreciation.

o Mid Cap Portfolio (Service Class 2): Long-term growth.

o VIP Overseas Portfolio (Service Class 2): Long-term growth.

Franklin Templeton Variable Insurance Products Trust, advised by Franklin
Advisers, Inc. for the Franklin Income Securities Fund and the Franklin
Small-Mid Cap Growth Securities Fund, by Templeton Global Advisors Limited for
the Templeton Global Income Securities Fund and the Templeton Growth Securities
Fund, and by Franklin Mutual Advisors, LLC for the Mutual Shares Securities
Fund.

o Franklin Income Securities Fund (Class 2): Current income.

o Franklin Small-Mid Cap Growth Securities Fund (Class 2): Long-term growth.

o Mutual Shares Securities Fund (Class 2): Capital appreciation.

o Templeton Global Income Securities Fund (Class 2): Total return.

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

o LVIP Baron Growth Opportunities Fund (Service Class): Long-term growth.
(Subadvised by BAMCO, Inc.)

o LVIP Capital Growth Fund (Service Class): Capital appreciation.
(Subadvised by Wellington Management)

o LVIP Cohen & Steers Global Real Estate Fund (Service Class): Total Return.
(Subadvised by Cohen & Steers Capital Management)

o LVIP Columbia Value Opportunities Fund (Service Class): Long-term capital
appreciation.
(Subadvised by Columbia Management Advisors, LLC)

o LVIP Delaware Bond Fund (Service Class): Current income.
(Subadvised by Delaware Management Company)

o LVIP Delaware Growth and Income Fund (Service Class): Capital appreciation.
(Subadvised by Delaware Management Company)

o LVIP Delaware Social Awareness Fund (Service Class): Capital appreciation.
(Subadvised by Delaware Management Company)

o LVIP Delaware Special Opportunities Fund (Service Class): Capital
appreciation.
(Subadvised by Delaware Management Company)

o LVIP FI Equity-Income Fund (Service Class): Income.
(Subadvised by Pyramis Global Advisors LLC)

o LVIP Janus Capital Appreciation Fund (Service Class): Long-term growth.
(Subadvised by Janus Capital Management LLC)

o LVIP Marsico International Growth Fund (Service Class): Long-term capital
appreciation.
(Subadvised by Marsico Capital Management, LLC)

o LVIP MFS (Reg. TM) Value Fund (Service Class): Long-term growth of capital.

(Subadvised by Massachusetts Financial Services Company)

o LVIP Mid-Cap Value Fund (Service Class): Long-term capital appreciation.
(Subadvised by Wellington Management)

o LVIP Mondrian International Value Fund (Service Class): Long-term capital
appreciation.
(Subadvised by Mondrian Investment Partners Limited)

o LVIP Money Market Fund (Service Class): Preservation of capital.
(Subadvised by Delaware Management Company)

o LVIP SSgA Bond Index Fund (Service Class): Current income.
(Subadvised by SSgA Funds Management, Inc.)

o LVIP SSgA Developed International 150 Fund (Service Class): Long-term
capital appreciation.
(Subadvised by SSgA Funds Management, Inc.)

o LVIP SSgA Emerging Markets 100 Fund (Service Class): Long-term capital
appreciation.
(Subadvised by SSgA Funds Management, Inc.)

o LVIP SSgA International Index Fund (Service Class): Long-term capital
appreciation.
(Subadvised by SSgA Funds Management, Inc.)

o LVIP SSgA Large Cap 100 Fund (Service Class): Long-term capital
appreciation.
(Subadvised by SSgA Funds Management, Inc.)

o LVIP SSgA Small/Mid Cap 200 Fund (Service Class): Long-term capital
appreciation.
(Subadvised by SSgA Funds Management, Inc.)

o LVIP SSgA S&P 500 Index Fund (Service Class): Capital appreciation.
(Subadvised by SSgA Funds Management, Inc.)

o LVIP SSgA Small-Cap Index Fund (Service Class): Capital appreciation.
(Subadvised by SSgA Funds Management, Inc.)

o LVIP T. Rowe Price Growth Stock Fund (Service Class): Long-term growth of
capital.
(Subadvised by T. Rowe Price Associates, Inc.)

o LVIP T. Rowe Price Structured Mid-Cap Growth Fund (Service Class): Maximum
capital appreciation.
(Subadvised by T. Rowe Price Associates, Inc.)

o LVIP Templeton Growth Fund (Service Class): Long-term growth of capital.
(Subadvised by Templeton Investment Counsel, LLC)

o LVIP Turner Mid-Cap Growth Fund (Service Class): Capital appreciation.
(Subadvised by Turner Investment Partners)

o LVIP UBS Global Asset Allocation Fund (Service Class): Total return.
(Subadvised by UBS Global Asset Management (Americas) Inc. (UBS Global AM)

o LVIP Wilshire 2010 Profile Fund (Service Class): Total return; a fund of
funds.*
(Subadvised by Wilshire Associates Incorporated)

o LVIP Wilshire 2020 Profile Fund (Service Class): Total return; a fund of
funds.*
(Subadvised by Wilshire Associates Incorporated)

o LVIP Wilshire 2030 Profile Fund (Service Class): Total return; a fund of
funds.*
(Subadvised by Wilshire Associates Incorporated)

o LVIP Wilshire 2040 Profile Fund (Service Class): Total return; a fund of
funds.*
(Subadvised by Wilshire Associates Incorporated)

o LVIP Wilshire Aggressive Profile Fund (Service Class): Capital
appreciation; a fund of funds.*
(Subadvised by Wilshire Associates Incorporated)

o LVIP Wilshire Conservative Profile Fund (Service Class): Current income; a
fund of funds.*
(Subadvised by Wilshire Associates Incorporated)

o LVIP Wilshire Moderate Profile Fund (Service Class): Total return; a fund
of funds.*
(Subadvised by Wilshire Associates Incorporated)

o LVIP Wilshire Moderately Aggressive Profile Fund (Service Class): Growth
and income; a fund of funds.*
(Subadvised by Wilshire Associates Incorporated)

*Funds offered in a fund of funds structure may have higher expenses than funds
that invest directly in debt or equity securities.

MFS (Reg. TM) Variable Insurance TrustSM, advised by Massachusetts Financial
Services Company

o Growth Series (Service Class): Capital appreciation.

o Total Return Series (Service Class): Total return.

o Utilities Series (Service Class): Total return.

Fund Shares

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

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

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

The funds currently engage in mixed and shared funding. Therefore, due to
differences in redemption rates or tax treatment, or other considerations, the
interest of various contractowners participating in a fund could conflict. Each
of the fund's Board of Directors will monitor for the existence of any material
conflicts, and determine what action, if any, should be taken. The funds do not
foresee any disadvantage to contractowners arising out of mixed or shared
funding. If such a conflict were to occur, one of the separate accounts

might withdraw its investment in a fund. This might force a fund to sell
portfolio securities at disadvantageous prices. See the prospectuses for the
funds.

Reinvestment of Dividends and Capital Gain Distributions

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

Addition, Deletion or Substitution of Investments

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

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

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
subaccounts and the VAA and to comply with applicable law. We will not make any
changes without any necessary approval by the SEC. We will also provide you
written notice.

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

Our administrative services include:
o processing applications for and issuing the contracts;
o processing purchases and redemptions of fund shares as required (including
dollar cost averaging, cross-reinvestment, portfolio rebalancing, and
automatic withdrawal services - See Additional Services and the SAI for
more information on these programs);
o maintaining records;
o administering annuity payouts;
o furnishing accounting and valuation services (including the calculation and
monitoring of daily subaccount values);
o reconciling and depositing cash receipts;
o providing contract confirmations;
o providing toll-free inquiry services; and
o furnishing telephone and electronic fund transfer services.

The risks we assume include:
o the risk that annuitants receiving annuity payouts under contracts 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 death benefits paid will exceed the actual contract value;
o the risk that more owners than expected will qualify for waivers of the
surrender charge;
o the risk that lifetime payments to individuals from Lincoln Smart Security
(Reg. TM) Advantage or Lincoln Lifetime IncomeSM Advantage will exceed the
contract value;
o the risk that, if the i4LIFE (Reg. TM) Advantage with the Guaranteed Income
Benefit or 4LATER (Reg. TM) Guaranteed Income Benefit is in effect, the
required income payments will exceed the account 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. For example, the contingent deferred sales charge collected may not
fully cover all of the sales and distribution expenses actually incurred by us.
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 account. We may profit from one or more of the fees and
charges deducted under the contract. We may use these profits for any corporate
purpose, including financing the distribution of the contracts.

Deductions from the VAA

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

With Estate Enhancement
Benefit Rider (EEB)
-------------------------

o Mortality and expense risk charge 1.65%
o Administrative charge 0.10%
----
o Total annual charge for each
subaccount 1.75%

Enhanced Guaranteed Guarantee of
Minimum Death Principal Death
Benefit (EGMDB) Benefit Account Value Death Benefit
--------------------- ---------------- ----------------------------

o 1.45% 1.20% 1.15%
o 0.10% 0.10% 0.10%
---- ---- ---- --
o
1.55% 1.30% 1.25%

Surrender Charge

A surrender charge applies (except as described below) to surrenders and
withdrawals of purchase payments that have been invested for the periods
indicated as follows:

Number of contract anniversaries since
purchase payment was invested
----------------------------------------------
0 1 2 3 4 5 6 7+

Surrender charge as a percentage of the surrendered or 7 % 7 % 6 % 6 % 5 % 4 % 3 % 0
withdrawn purchase payments

A surrender charge does not apply to:
o A surrender or withdrawal of a purchase payment beyond the seventh
anniversary since the purchase payment was invested;
o Withdrawals of contract value during a contract year to the extent that the
total contract value withdrawn during the current contract year does not
exceed the free amount which is equal to 15% of the total purchase payments
(this does not apply upon surrender of the contract);
o When the surviving spouse assumes ownership of the contract as a result of
the death of the original owner (however, surrender charges continue to
apply to the spouse's contract);
o A surrender or withdrawal of any purchase payments as a result of admittance
of the contractowner into an accredited nursing home or equivalent health
care facility, where the admittance into such facility occurs after the
effective date of the contract and the owner has been confined for at least
90 consecutive days;
o A surrender of the contract as a result of the death of the contractowner,
joint owner or annuitant;
o Purchase payments when used in the calculation of the initial periodic
income payment and the initial Account Value under the i4LIFE (Reg. TM)
Advantage option or the contract value applied to calculate the benefit
amount under any annuity payout option made available by us;
o Regular income payments made under i4LIFE (Reg. TM) Advantage, including any
payments to provide the 4LATER (Reg. TM) or i4LIFE (Reg. TM) Guaranteed
Income Benefits, or periodic payments made under any annuity payout option
made available by us;
o A surrender or withdrawal of any purchase payments after the onset of a
permanent and total disability of the contractowner as defined in Section
22(e)(3) of the tax code, if the disability occurred after the effective
date of the contract and before the 65th birthday of the contractowner. For
contracts issued in the State of New Jersey, a different definition of
permanent and total disability applies;
o A surrender or withdrawal of any purchase payments as a result of the
diagnosis of a terminal illness that is after the effective date of the
contract and results in a life expectancy of less than one year as
determined by a qualified professional medical practitioner;
o Withdrawals up to the Maximum Annual Withdrawal amount under the Lincoln
SmartSecurity (Reg. TM) Advantage and Lincoln Lifetime IncomeSM Advantage,
subject to certain conditions.

For purposes of calculating the surrender charge on withdrawals, we assume
that:

1. The free amount will be withdrawn from purchase payments on a "first
in-first out (FIFO)" basis.

2. Prior to the seventh anniversary of the contract, any amount withdrawn above
the free amount during a contract year will be withdrawn in the following
order:
o from purchase payments (on a FIFO basis) until exhausted; then
o from earnings until exhausted.

3. On or after the seventh anniversary of the contract, any amount withdrawn
above the free amount during a contract year will be withdrawn in the
following order:
o from purchase payments (on a FIFO basis) to which a surrender charge no
longer applies until exhausted; then
o from earnings until exhausted; then
o from purchase payments (on a FIFO basis) to which a surrender charge still
applies until exhausted.

We apply the surrender charge as a percentage of purchase payments, which means
that you would pay the same surrender charge at the time of surrender
regardless of whether your contract value has increased or decreased. The
surrender charge is calculated separately for each purchase payment. The
surrender charges associated with surrender or withdrawal are paid to us to
compensate us for the loss we experience on contract distribution costs when
contractowners surrender or withdraw before distribution costs have been
recovered.

If the contractowner is a corporation or other non-individual (non-natural
person), the annuitant or joint annuitant will be considered the contractowner
or joint owner for purposes of determining when a surrender charge does not
apply.

Account Fee

During the accumulation period, we will deduct $35 from the contract value on
each contract anniversary to compensate us for the administrative services
provided to you; this $35 account fee will also be deducted from the contract
value upon surrender. This fee may be lower in certain states, if required, and
will be waived after the fifteenth contract year. The account fee will be
waived for any contract with a contract value that is equal to or greater than
$50,000 on the contract anniversary.

Rider Charges

A fee or expense may also be deducted in connection with any benefits added to
the contract by rider or endorsement.

Lincoln Lifetime IncomeSM Advantage Charge. While this Rider is in effect,
there is a charge for the Lincoln Lifetime IncomeSM Advantage, if elected. The
Rider charge is currently equal to an annual rate of 0.75% (0.1875% quarterly)
for the Lincoln Lifetime IncomeSM Advantage Single Life or Joint Life option.
If the Lincoln Lifetime IncomeSM Advantage Plus is purchased, an additional
0.15% is added, for a total current cost of 0.90%.

The charge is applied to the Guaranteed Amount as increased for subsequent
purchase payments, Automatic Annual Step-ups, 5% Enhancements, and the 200%
Step-up and decreased for withdrawals. We will deduct the cost of this Rider
from the contract value on a quarterly basis, with the first deduction
occurring on the valuation date on or next following the three-month
anniversary of the effective date of the Rider. This deduction will be made in
proportion to the value in each subaccount of the contract on the valuation
date the Rider charge is assessed. The amount we deduct will increase or
decrease as the Guaranteed Amount increases or decreases, because the charge is
based on the Guaranteed Amount. Refer to the Lincoln Lifetime IncomeSM
Advantage Guaranteed Amount section for a discussion and example of the impact
of the changes to the Guaranteed Amount.

The annual Rider percentage charge may increase each time the Guaranteed Amount
increases as a result of the Automatic Annual Step-up, but the charge will
never exceed the guaranteed maximum annual percentage charge of 1.50%.
Therefore, your percentage charge for this Rider could increase every Benefit
Year anniversary. If your percentage charge is increased, you may opt out of
the Automatic Annual Step-up by giving us notice within 30 days after the
Benefit Year anniversary if you do not want your percentage charge to change.
This opt out will only apply for this particular Automatic Annual Step-up and
is not available if additional purchase payments would cause your charge to
increase (see below). You will need to notify us each time the percentage
charge increases if you do not want the Automatic Annual Step-up.

An increase in the Guaranteed Amount as a result of the 5% Enhancement or 200%
Step-up will not cause an increase in the annual Rider percentage charge but
will increase the dollar amount of charge.

Once cumulative additional purchase payments into your annuity contract after
the first Benefit Year exceed $100,000, any additional purchase payment will
potentially cause the charge for your Rider to change to the current charge for
new purchases in effect on the next Benefit Year anniversary, but the charge
will never exceed the guaranteed maximum annual charge. The new charge will
become effective on the Benefit Year anniversary.

The Rider charge will be discontinued upon termination of the Rider. The
pro-rata amount of the Rider charge will be deducted upon termination of the
Rider (except for death) or surrender of the contract.

If the Guaranteed Amount is reduced to zero while the contractowner is
receiving a lifetime Maximum Annual Withdrawal, no rider charge will be
deducted.

If you purchase Lincoln Lifetime IncomeSM Advantage Plus Option, an additional
0.15% charge will be added to the Lincoln Lifetime IncomeSM Advantage charge
for a total current charge of 0.90% applied to the Guaranteed Amount. This
total charge (which may change as discussed above) is in effect until the 7th
Benefit Year anniversary. If you exercise your Plus Option, this entire rider
and its charge will terminate. If you do not exercise the Plus Option, after
the 7th Benefit Year anniversary, the 0.15% charge for the Plus Option will be
removed and the Lincoln Lifetime IncomeSM Advantage rider and charge will
continue. If you make a withdrawal prior to the 7th Benefit Year anniversary,
you will not be able to exercise the Plus option, but the additional 0.15%
charge will remain on your contract until the 7th Benefit Year anniversary.

Lincoln SmartSecurity (Reg. TM) Advantage Charge. While this Rider is in
effect, there is a charge for the Lincoln SmartSecurity (Reg. TM) Advantage, if
elected. The Rider charge is currently equal to an annual rate of:

1) 0.45% (0.1125% quarterly) for the Lincoln SmartSecurity (Reg. TM) Advantage
- - 5 Year Elective Step-up option; or

2) 0.65% (0.1625% quarterly) for the Lincoln SmartSecurity (Reg. TM) Advantage
- - 1 Year Automatic Step-up, Single Life option (and also the prior version of
Lincoln SmartSecurity (Reg. TM) Advantage - 1 Year Automatic Step-up); or

3) 0.80% (0.2000% quarterly) for the Lincoln SmartSecurity (Reg. TM) Advantage
- - 1 Year Automatic Step-up, Joint Life option.

Once the Lincoln SmartSecurity (Reg. TM) Advantage - 1 Year Automatic Step-up,
Single Life option is available in your state, the prior version will not be
available. If you purchase this Rider in the future, the percentage charge will
be the current charge in effect at the time of purchase.

The charge is applied to the Guaranteed Amount as adjusted. We will deduct the
cost of this Rider from the contract value on a quarterly basis, with the first
deduction occurring on the valuation date on or next following the three-month
anniversary of the effective date of the Rider. This deduction will be made in
proportion to the value in each subaccount of the contract on the valuation
date the Rider charge is assessed. In Lincoln SmartSecurity (Reg. TM) Advantage
- - 5 Year Elective Step-up option and the Lincoln SmartSecurity (Reg. TM)
Advantage - 1 Year Automatic Step-up (without the Single or Joint Life option),
the charge may be deducted in proportion to the value in the fixed account as
well. The amount we deduct will increase or decrease as the Guaranteed Amount
increases or decreases, because the charge is based on the Guaranteed Amount.
Refer to the Lincoln SmartSecurity (Reg. TM) Advantage, Guaranteed Amount
section, for a discussion and example of the impact of changes to the
Guaranteed Amount.

Under the Lincoln SmartSecurity (Reg. TM) Advantage - 1 Year Automatic Step-up
option, the annual Rider percentage charge will not change upon each automatic
step-up of the Guaranteed Amount for the 10-year period.

Under both options, if you elect to step-up the Guaranteed Amount for another
10 year period (including if we administer the step-up election for you or if
you make a change from a Joint Life to a Single Life option after a death or
divorce), a pro-rata deduction of the Rider charge based on the Guaranteed
Amount immediately prior to the step-up will be made on the valuation date of
the step-up. This deduction covers the cost of the Rider from the time of the
previous deduction to the date of the step-up. After a contractowner's step-up,
we will deduct the Rider charge for the stepped-up Guaranteed Amount on a
quarterly basis, beginning on the valuation date on or next following the
three-month anniversary of the step-up. At the time of the elected step-up, the
Rider percentage charge will change to the current charge in effect at that
time (if the current charge has changed), but it will never exceed the
guaranteed maximum annual percentage charge of 0.95% for the Lincoln
SmartSecurity (Reg. TM) Advantage - 5 Year Elective Step-up option or 1.50% for
the Lincoln SmartSecurity (Reg. TM) Advantage - 1 Year Automatic Step-up
option. If you never elect to step-up your Guaranteed Amount, your Rider
percentage charge will never change, although the amount we deduct will change
as the Guaranteed Amount changes. The Rider charge will be discontinued upon
the earlier of the annuity commencement date, election of i4LIFE (Reg. TM)
Advantage or termination of the Rider. The pro-rata amount of the Rider charge
will be deducted upon termination of the Rider or surrender of the contract.

Rider Charge Waiver. For the Lincoln SmartSecurity (Reg. TM) Advantage - 5 Year
Elective Step-up option, after the later of the fifth anniversary of the
effective date of the Rider or the fifth anniversary of the most recent step-up
of the Guaranteed Amount, the Rider charge may be waived. For the Lincoln
SmartSecurity (Reg. TM) Advantage - 1 Year Automatic Step-up option, no Rider
charge waiver is available with the Single Life and Joint Life options. The
earlier version of the Lincoln SmartSecurity (Reg. TM) Advantage - 1 Year
Automatic Step-up option has a waiver charge provision which may occur after
the fifth Benefit Year anniversary following the last automatic step-up
opportunity.

Whenever the above conditions are met, on each valuation date the Rider charge
is to be deducted, if the total withdrawals from the contract have been less
than or equal to 10% of the sum of: (1) the Guaranteed Amount on the effective
date of this Rider or on the most recent step-up date; and (2) purchase
payments made after the step-up, then the quarterly Rider charge will be
waived. If the withdrawals have been more than 10%, then the Rider charge will
not be waived.

4LATER (Reg. TM) Advantage Charge. Prior to the periodic income commencement
date (which is defined as the valuation date the initial regular income payment
under i4LIFE (Reg. TM) Advantage is determined), the annual 4LATER (Reg. TM)
charge is currently 0.50% of the Income Base. The Income Base (an amount equal
to the initial purchase payment or contract value at the time of election), as
adjusted, is a value that will be used to calculate the 4LATER (Reg. TM)
Guaranteed Income Benefit. An amount equal to the quarterly 4LATER (Reg. TM)
Rider charge multiplied by the Income Base will be deducted from the
subaccounts on every third month anniversary of the later of the 4LATER (Reg.
TM) Rider Effective Date or the most recent reset of the Income Base. This
deduction will be made in proportion to the value in each subaccount

on the valuation date the 4LATER (Reg. TM) Rider charge is assessed. The amount
we deduct will increase as the Income Base increases, because the charge is
based on the Income Base. As described in more detail below, the only time the
Income Base will change is when there are additional purchase payments,
withdrawals, automatic enhancements at the end of the 3-year waiting periods or
in the event of a Reset to the current Account Value. If you purchase 4LATER
(Reg. TM) in the future, the percentage charge will be the charge in effect at
the time you elect 4LATER (Reg. TM).

Upon a reset of the Income Base, a pro-rata deduction of the 4LATER (Reg. TM)
Rider charge based on the Income Base immediately prior to the reset will be
made on the valuation date of the reset. This deduction covers the cost of the
4LATER (Reg. TM) Rider from the time of the previous deduction to the date of
the reset. After the reset, we will deduct the 4LATER (Reg. TM) Rider charge
for the reset Income Base on a quarterly basis, beginning on the valuation date
on or next following the three month anniversary of the reset. At the time of
the reset, the annual charge will be the current charge in effect for new
purchases of 4LATER (Reg. TM) at the time of reset, not to exceed the
guaranteed maximum charge of 1.50%. If you never elect to reset your Income
Base, your 4LATER (Reg. TM) Rider percentage charge will never change, although
the amount we deduct will change as your Income Base changes.

Prior to the periodic income commencement date, a pro-rata amount of the 4LATER
(Reg. TM) Rider charge will be deducted upon termination of the 4LATER (Reg.
TM) Rider for any reason other than death.

i4LIFE (Reg. TM) Advantage Charge. i4LIFE (Reg. TM) Advantage is subject to a
charge (imposed during the i4LIFE (Reg. TM) Advantage payout phase), computed
daily of the Account Value. The annual rate of the i4LIFE (Reg. TM) Advantage
charge is: 1.65% for the i4LIFE (Reg. TM) Advantage Account Value death
benefit; 1.70% for the i4LIFE (Reg. TM) Advantage Guarantee of Principal death
benefit; and 1.95% for the i4LIFE (Reg. TM) Advantage EGMDB. This charge
consists of a mortality and expense risk and administrative charge (charges for
the Guaranteed Income Benefit are not included and are listed below). If i4LIFE
(Reg. TM) Advantage is elected at issue of the contract, i4LIFE (Reg. TM)
Advantage and the charge will begin on the contract's effective date.
Otherwise, i4LIFE (Reg. TM) Advantage and the charge will begin on the periodic
income commencement date which is the valuation date on which the regular
income payment is determined. After the Access Period ends, the charge will be
the same rate as the cost of the i4LIFE (Reg. TM) Advantage Account Value death
benefit.

i4LIFE (Reg. TM) Advantage Guaranteed Income Benefit Charge.

The Guaranteed Income Benefit which is purchased with i4LIFE (Reg. TM)
Advantage is subject to a current annual charge of 0.50%, which is added to the
i4LIFE (Reg. TM) Advantage charge for a total current percentage charge of the
Account Value, computed daily as follows: 2.15% for the i4LIFE (Reg. TM)
Advantage Account Value death benefit; 2.20% for the i4LIFE (Reg. TM) Advantage
Guarantee of Principal death benefit; and 2.45% for the i4LIFE (Reg. TM)
Advantage EGMDB.

The Guaranteed Income Benefit percentage charge may increase annually subject
to the guaranteed maximum charge of 1.50% each time the Guaranteed Income
Benefit increases as a result of the annual automatic step-up (described
later). Therefore, your percentage charge for the Guaranteed Income Benefit
could increase on every periodic income commencement date anniversary. If your
percentage charge is increased, you may ask us to reverse the step-up by giving
us notice within 30 days after the periodic income commencement anniversary. If
we receive this notice, we will decrease your Guaranteed Income Benefit and
percentage charge to the amounts they were before the step-up occurred.
Increased fees collected during the 30 day period will be refunded into your
contract. This reversal will only apply for this particular automatic annual
step-up. You will need to notify us each time the percentage charge increases
if you do not want the automatic annual step-up.

After the periodic income commencement date, if the Guaranteed Income Benefit
is terminated, the Guaranteed Income Benefit annual charge will also terminate.

4LATER (Reg. TM) Guaranteed Income Benefit Charge. The 4LATER (Reg. TM)
Guaranteed Income Benefit which is purchased with i4LIFE (Reg. TM) Advantage is
subject to a current annual charge of .50% which is added to the i4LIFE (Reg.
TM) Advantage charge for a total current percentage charge of the Account
Value, computed daily as follows: 2.15% for the Account Value death benefit;
2.20% for the i4LIFE (Reg. TM) Advantage Guarantee of Principal death benefit;
and 2.45% for the EGMDB. These charges apply only during the i4LIFE (Reg. TM)
Advantage payout phase.

On the periodic income commencement date, a pro-rata deduction of the 4LATER
(Reg. TM) Rider charge will be made to cover the cost of 4LATER (Reg. TM) since
the previous deduction. On and after the periodic income commencement date, the
4LATER (Reg. TM) Rider charge will be added to the i4LIFE (Reg. TM) charge as a
daily percentage of average account value. This is a change to the calculation
of the 4LATER (Reg. TM) charge because after the periodic income commencement
date, when the 4LATER (Reg. TM) Guaranteed Income Benefit is established, the
Income Base is no longer applicable. The percentage 4LATER (Reg. TM) charge is
the same immediately before and after the periodic income commencement date;
however, the charge is multiplied by the Income Base (on a quarterly basis)
prior to the periodic income commencement date and then multiplied by the
average daily account value after the periodic income commencement date.

After the periodic income commencement date, the 4LATER (Reg. TM) percentage
charge will not change unless the contractowner elects additional 15 year
step-up periods during which the 4LATER (Reg. TM) Guaranteed Income Benefit
(described later) is stepped-up to 75% of the current regular income payment.
At the time you elect a new 15 year period, the 4LATER (Reg. TM) percentage
charge will change to the current charge in effect at that time (if the current
charge has changed) up to the guaranteed maximum annual charge of 1.50%.

After the periodic income commencement date, if the 4LATER (Reg. TM) Guaranteed
Income Benefit is terminated, the 4LATER (Reg. TM) Rider annual charge will
also terminate.

Lincoln Lifetime Income (Reg. TM) Advantage Guaranteed Income Benefit Charge.

After the periodic income commencement date, if the Guaranteed Income Benefit
is terminated, the Guaranteed Income Benefit annual charge will also terminate.

Deductions for Premium Taxes

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

The applicable premium tax rates that states and other governmental entities
impose on the purchase of an annuity are subject to change by legislation, by
administrative interpretation or by judicial action. These premium taxes
generally depend upon the law of your state of residence. The tax ranges from
zero to 3.5%.

Other Charges and Deductions

The surrender, withdrawal or transfer of value from a fixed account guaranteed
period may be subject to the interest adjustment if applicable. See Fixed Side
of the Contract.

The mortality and expense risk and administrative charge of 1.40% will be
assessed on all variable annuity payouts (except for the i4LIFE (Reg. TM)
Advantage, which has a different charge), including options that may be offered
that do not have a life contingency and therefore no mortality risk.

There are additional deductions from and expenses paid out of the assets of the
underlying funds that are more fully described in the prospectuses for the
funds. Among these deductions and expenses are 12b-1 fees which reimburse us or
an affiliate for certain expenses incurred in connection with certain
administrative and distribution support services provided to the funds.

Additional Information

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

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

The Contracts

Purchase of Contracts
If you wish to purchase a contract, you must apply for it through a sales
representative authorized by us. Certain broker-dealers may not offer all of
the features discussed in this prospectus. The completed application is sent to
us and we decide whether to accept or reject it. If the application is
accepted, a contract is prepared and executed by our legally authorized
officers. The contract is then sent to you through your sales representative.
See Distribution of the Contracts.

When a completed application and all other information necessary for processing
a purchase order is received at our Home office, an initial purchase payment
will be priced no later than two business days after we receive the order. If
you submit your application and/or initial purchase payment to your agent, we
will not begin processing your purchase order until we receive the application
and initial purchase payment from your agent's broker-dealer. While attempting
to finish an incomplete application, we may hold the initial purchase payment
for no more than five business days unless we receive your consent to our
retaining the payment until the application is completed. If the incomplete
application cannot be completed within those five days and we have not received
your consent, you will be informed of the reasons, and the purchase payment
will be returned immediately. Once the application is complete, we will
allocate your initial purchase payment within two business days.

Who Can Invest

To apply for a contract, you must be of legal age in a state where the
contracts may be lawfully sold and also be eligible to participate in any of
the qualified and nonqualified plans for which the contracts are designed. At
the time of issue, the contractowner, joint owner and annuitant must be under
age 86. Certain death benefit options may not be available at all ages. To help
the government fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify, and record
information that identifies each person who opens an account. When you open an
account, we will ask for your name, address, date of birth, and other
information that will allow us to identify you. We may also ask to see your
driver's license, photo i.d. or other identifying documents.

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

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

Replacement of Existing Insurance

Careful consideration should be given prior to surrendering or withdrawing
money from an existing insurance contract to purchase the contract described in
this prospectus. Surrender charges may be imposed on your existing contract
and/or a new surrender charge period may be imposed with the purchase of, or
transfer into, this contract. An investment representative or tax adviser
should be consulted prior to making an exchange. Cash surrenders from an
existing contract may be subject to tax and tax penalties.

Purchase Payments

Purchase payments are payable to us at a frequency and in an amount selected by
you in the application. The minimum initial purchase payment is $10,000. The
minimum annual amount for additional purchase payments is $300. The minimum
payment to the contract at any one time must be at least $100 ($25 if
transmitted electronically). If a minimum purchase payment is not submitted, we
will contact you to see if additional money will be sent, or if we should
return the purchase payment to you. Purchase payments in total may not exceed
$2 million without our approval. If you stop making purchase payments, the
contract will remain in force as a paid-up contract. However, we may terminate
the contract as allowed by your state's non-forfeiture law for individual
deferred annuities. Purchase payments may be made or, if stopped, resumed at
any time until the annuity commencement date, the surrender of the contract, or
the death of the contractowner, whichever comes first. Upon advance written
notice, we reserve the right to limit purchase payments made to the contract.

Valuation Date

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

Allocation of Purchase Payments

Purchase payments allocated to the variable account are placed into the VAA's
subaccounts, according to your instructions. You may also allocate purchase
payments in the fixed account, if available.

The minimum amount of any purchase payment which can be put into any one
subaccount is $20. The minimum amount of any purchase payment which can be put
into a fixed account guaranteed period is $2,000, subject to state approval.

If we receive your purchase payment from you or your broker-dealer in good
order at our Home office prior to 4:00 p.m., New York time, we will use the
accumulation unit value computed on that valuation date when processing your
purchase payment. If we receive your purchase payment at or after 4:00 p.m.,
New York time, we will use the accumulation unit value computed on the next
valuation date. If you submit your purchase payment to your representative, we
will generally not begin processing the purchase payment until

we receive it from your representative's broker-dealer. If your broker-dealer
submits your purchase payment to us through the Depository Trust and Clearing
Corporation (DTCC) or, pursuant to terms agreeable to us, uses a proprietary
order placement system to submit your purchase payment to us, and your purchase
payment was placed with your broker-dealer prior to 4:00 p.m., New York time,
then we will use the accumulation unit value computed on that valuation date
when processing your purchase payment. If your purchase payment was placed with
your broker-dealer at or after 4:00 p.m. New York time, then we will use the
accumulation unit value computed on the next valuation date.

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

Valuation of Accumulation Units

Purchase payments allocated to the VAA are converted into accumulation units.
This is done by dividing the amount allocated by the value of an accumulation
unit for the valuation period during which the purchase payments are allocated
to the VAA. The accumulation unit value for each subaccount was or will be
established at the inception of the subaccount. It may increase or decrease
from valuation period to valuation period. Accumulation unit values are
affected by investment performance of the funds, fund expenses, and the
contract charges. The accumulation unit value for a subaccount for a later
valuation period is determined as follows:

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

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

3. The result is divided by the number of subaccount units outstanding at the
beginning of the valuation period.

The daily charges imposed on a subaccount for any valuation period are equal to
the daily mortality and expense risk charge and the daily administrative charge
multiplied by the number of calendar days in the valuation period. Contracts
with different features have different daily charges, and therefore, will have
different corresponding accumulation unit values on any given day. In certain
circumstances, and when permitted by law, it may be prudent for us to use a
different standard industry method for this calculation, called the Net
Investment Factor method. We will achieve substantially the same result using
either method.

Transfers On or Before the Annuity Commencement Date

You may transfer all or a portion of your investment from one subaccount to
another. A transfer involves the surrender of accumulation units in one
subaccount and the purchase of accumulation units in the other subaccount. A
transfer will be done using the respective accumulation unit values determined
at the end of the valuation date on which the transfer request is received.
There is no charge for a transfer.

Transfers (among the variable subaccounts and as permitted between the variable
and fixed accounts) are limited to twelve (12) per contract year unless
otherwise authorized by us. This limit does not apply to transfers made under
the automatic transfer programs of dollar cost averaging, cross re-investment
or portfolio rebalancing elected on forms available from us. See Additional
Services and the SAI for more information on these programs.

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

A transfer request may be made to our Home office using written, telephone,
fax, or electronic instructions, if the appropriate authorization is on file
with us. Our address, telephone number, and Internet address are on the first
page of this prospectus. In order to prevent unauthorized or fraudulent
transfers, we may require certain identifying information before we will act
upon instructions. We may also assign the contractowner a Personal
Identification Number (PIN) to serve as identification. We will not be liable
for following instructions we reasonably believe are genuine. Telephone
requests will be recorded and written confirmation of all transfer requests
will be mailed to the contractowner on the next valuation date.

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

Requests for transfers will be processed on the valuation date that they are
received when they are received at our Home office before the end of the
valuation date (normally 4:00 p.m. New York time). If we receive a transfer
request at or after 4:00p.m., New York time, we will process the request using
the accumulation unit value computed on the next valuation date.

If your contract offers a fixed account, you also may transfer all or any part
of the contract value from the subaccount(s) to the fixed side of the contract,
except during periods when (if permitted by your contract) we have discontinued
accepting transfers into the fixed side of the contract. The minimum amount
which can be transferred to a fixed account is $2,000 or the total amount in
the subaccount if less than $2,000. However, if a transfer from a subaccount
would leave you with less than $300 in the subaccount, we may transfer the
total amount to the fixed side of the contract.

You may also transfer part of the contract value from a fixed account to the
various subaccount(s) subject to the following restrictions:
o the sum of the percentages of fixed value transferred is limited to 25% of
the value of that fixed account in any twelve month period; and
o the minimum amount which can be transferred is $300 or the amount in the
fixed account.

Transfers of all or a portion of a fixed account (other than automatic transfer
programs and i4LIFE (Reg. TM) Advantage transfers) may be subject to interest
adjustments, if applicable.

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

Market Timing

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

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

You should be aware that the purchase and redemption orders received by the
funds generally are "omnibus" orders from intermediaries such as retirement
plans or separate accounts funding variable insurance contracts. The omnibus
orders reflect the aggregation and netting of multiple orders from individual
retirement plan participants and/or individual owners of variable insurance
contracts. The omnibus nature of these orders may limit the funds' ability to
apply their respective disruptive trading policies and procedures. We cannot
guarantee that the funds (and thus our contractowners) will not be harmed by
transfer activity relating to the retirement plans and/or other insurance
companies that may invest in the funds. In addition, if a fund believes that an
omnibus order we submit may reflect one or more transfer requests from policy
owners engaged in disruptive trading activity, the fund may reject the entire
omnibus order.

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

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

Once a contractowner has been identified as a "market timer" under our Market
Timing Procedures, we will notify the contractowner in writing that future
transfers (among the subaccounts and/or the fixed account) will be temporarily
permitted to be made only by original signature sent to us by U.S. mail,
standard delivery for the remainder of the contract year (or calendar year if
the contract is an individual contract that was sold in connection with an
employer sponsored plan). Overnight delivery or electronic instructions

(which may include telephone, facsimile, or Internet instructions) submitted
during this period will not be accepted. If overnight delivery or electronic
instructions are inadvertently accepted from a contractowner that has been
identified as a market timer, upon discovery, we will reverse the transaction
within 1 or 2 business days. We will impose this "original signature"
restriction on that contractowner even if we cannot identify, in the particular
circumstances, any harmful effect from that contractowner's particular
transfers.

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

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

In our sole discretion, we may revise our Market Timing Procedures at any time
without prior notice as necessary to better detect and deter frequent, large,
or short-term transfer activity to comply with state or federal regulatory
requirements, and/or to impose additional or alternate restrictions on market
timers (such as dollar or percentage limits on transfers). If we modify our
Market Timing Procedures, they will be applied uniformly to all contractowners
or as applicable to all contractowners investing in underlying funds. We also
reserve the right to implement and administer redemption fees imposed by one or
more of the funds in the future.

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

Transfers After the Annuity Commencement Date

You may transfer all or a portion of your investment in one subaccount to
another subaccount or to the fixed side of the contract, as permitted under
your contract. Those transfers will be limited to three times per contract
year. You may also transfer from a variable annuity payment to a fixed annuity
payment. You may not transfer from a fixed annuity payment to a variable
annuity payment.

If you select i4LIFE (Reg. TM) Advantage your transfer rights and restrictions
for the variable subaccounts and the fixed account during the Access Period are
the same as stated in the section of this prospectus called Transfers On or
Before the Annuity Commencement Date. During the i4LIFE (Reg. TM) Advantage
Lifetime Income Period, you are subject to the rights set forth in the prior
paragraph.

Ownership

The owner on the date of issue will be the person or entity designated in the
contract specifications. If no owner is designated, the annuitant(s) will be
the owner. The owner may name a joint owner.

As contractowner, you have all rights under the contract. According to Indiana
law, the assets of the VAA are held for the exclusive benefit of all
contractowners and their designated beneficiaries; and the assets of the VAA
are not chargeable with liabilities arising from any other business that we may
conduct. 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. An assignment affects the death
benefit and living benefits calculated under the contract. We assume no
responsibility for the validity or effect of any assignment. Consult your tax
adviser about the tax consequences of an assignment.

Joint Ownership

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

Annuitant

The following rules apply prior to the annuity commencement date. You may name
only one annuitant [unless you are a tax-exempt entity, then you can name two
joint annuitants]. You (if the contractowner is a natural person) have the
right to change the annuitant at any time by notifying us of the change. The
new annuitant must be under age 86 as of the effective date of the change. This
change may cause a reduction in the death benefit on the death of the
annuitant. See The Contracts - Death Benefit. A contingent annuitant may be
named or changed by notifying us in writing. Contingent annuitants are not
allowed on contracts owned by non-natural owners. On or after the annuity
commencement date, the annuitant or joint annuitants may not be changed and
contingent annuitant designations are no longer applicable.

Surrenders and Withdrawals

Before the annuity commencement date, we will allow the surrender of the
contract or a withdrawal of the contract value upon your written request on an
approved Lincoln distribution request form (available from the Home office),
subject to the rules discussed below. Surrender or withdrawal rights after the
annuity commencement date depend on the annuity payout option selected.

The amount available upon surrender/withdrawal is the contract value less any
applicable charges, fees, and taxes at the end of the valuation period during
which the written request for surrender/withdrawal is received at the Home
office. If we receive a surrender or withdrawal request 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 minimum amount which can be withdrawn
is $300. Unless a request for withdrawal specifies otherwise, withdrawals will
be made from all subaccounts within the VAA and from the fixed account in the
same proportion that the amount of withdrawal bears to the total contract
value. Surrenders and withdrawals from the fixed account may be subject to the
interest adjustment. See Fixed Side of the Contract. 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.

If you request a lump sum surrender and your surrender value is over $10,000,
your money will be placed into a SecureLine (Reg. TM) account in your name. You
are the owner of the account, and are the only one authorized to transfer
proceeds from the account. You may choose to leave the proceeds in this
account, or you may begin writing checks immediately.

The SecureLine (Reg. TM) account is a special service that we offer in which
your surrender proceeds are placed into an interest-bearing account. Instead of
mailing you a check, we will send a checkbook so that you will have access to
the account simply by writing a check for all or any part of the proceeds. The
SecureLine (Reg. TM) account is part of our general account. It is not a bank
account and it is not insured by the FDIC or any other government agency. As
part of our general account, it is subject to the claims of our creditors. We
receive a benefit from all amounts left in the SecureLine (Reg. TM) account.
You may request that surrender proceeds be paid directly to you instead of
deposited in a SecureLine (Reg. TM) account.

There are charges associated with surrender of a contract or withdrawal of
contract value. You may specify whether these charges are deducted from the
amount you request to be withdrawn or from the remaining contract value. If the
charges are deducted from the remaining contract value, the amount of the total
withdrawal will increase according to the impact of the applicable surrender
charge percentage; consequently, the dollar amount of the surrender charge
associated with the withdrawal will also increase. In other words, the dollar
amount deducted to cover the surrender charge is also subject to a surrender
charge.

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

Additional Services

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

Dollar-cost averaging allows you to transfer amounts from the DCA fixed
account, if available, or certain variable subaccounts into the variable
subaccounts on a monthly basis. We reserve the right to discontinue this
program at any time. DCA does not assure a profit or protect against loss.

The automatic withdrawal service (AWS) provides for an automatic periodic
withdrawal of your contract value.

The cross-reinvestment service allows you to automatically transfer the account
value in a designated variable subaccount that exceeds a baseline amount to
another specific variable subaccount at specific intervals.

Portfolio rebalancing is an option that restores to a pre-determined level the
percentage of contract value allocated to each variable account subaccount. The
rebalancing may take place monthly, quarterly, semi-annually or annually.

Only one of the three additional services (DCA, cross reinvestment and
portfolio rebalancing) may be used at one time. For example, you cannot have
DCA and cross reinvestment running simultaneously.

Death Benefit

The chart below provides a brief overview of how the death benefit proceeds
will be distributed, if death occurs prior to i4LIFE (Reg. TM) Advantage
elections or to the annuity commencement date. Refer to your contract for the
specific provisions applicable upon death.

UPON DEATH OF: AND...

contractowner There is a surviving joint owner
contractowner There is no surviving joint owner
contractowner There is no surviving joint owner
and the beneficiary predeceases the
contractowner
annuitant The contractowner is living
annuitant The contractowner is living
annuitant** The contractowner is a trust or other
non-natural person

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

contractowner The annuitant is living or deceased joint owner
contractowner The annuitant is living or deceased designated beneficiary
contractowner The annuitant is living or deceased contractowner's estate
annuitant There is no contingent annuitant The youngest contractowner
becomes the contingent annuitant
and the contract continues. The
contractowner may waive* this
continuation and receive the death
benefit proceeds.
annuitant The contingent annuitant is living contingent annuitant becomes the
annuitant and the contract continues
annuitant** No contingent annuitant allowed designated beneficiary
with non-natural contractowner

* Notification from the contractowner to select the death benefit proceeds
must be received within 75 days of the death of the annuitant.

** Death of annuitant is treated like death of the contractowner.

If the contractowner (or a joint owner) or annuitant dies prior to the annuity
commencement date, a death benefit may be payable. You can choose the death
benefit. Only one death benefit may be in effect at any one time and this
election terminates if you elect i4LIFE (Reg. TM) Advantage or any
annuitization option. Generally, the more expensive the death benefit the
greater the protection.

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

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

Upon the death of the contractowner, a death benefit will be paid to the
beneficiary. Upon the death of a joint owner, the death benefit will be paid to
the surviving joint owner. If the contractowner is a corporation or other
non-individual (non-natural person), the death of the annuitant will be treated
as death of the contractowner.

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

Only the contract value as of the valuation date we approve the payment of the
death claim is available as a death benefit if a contractowner, joint owner or
annuitant was added or changed subsequent to the effective date of this
contract unless the change occurred because of the death of a prior
contractowner, joint owner or annuitant. If your contract value equals zero, no
death benefit will be paid.

Account Value Death Benefit. If you elect the Account Value Death Benefit
contract option, we will pay a death benefit equal to the contract value on the
valuation date the death benefit is approved by us for payment. Once you have
selected this death benefit option, it cannot be changed. (Your contract may
refer to this benefit as the Contract Value Death Benefit.)

Guarantee of Principal Death Benefit. If you do not select a death benefit, the
Guarantee of Principal Death Benefit will apply to your contract. If the
Guarantee of Principal Death Benefit is in effect, the death benefit will be
equal to the greater of:
o The current contract value as of the valuation date we approve the payment
of the claim; or
o The sum of all purchase payments decreased by withdrawals in the same
proportion that withdrawals reduced the contract value (withdrawals less
than or equal to the Maximum Annual Withdrawal amount under the Lincoln
Lifetime IncomeSM Advantage rider may reduce the sum of all purchase
payments amount on a dollar for dollar basis. See The Contracts - Lincoln
Lifetime IncomeSM Advantage).

In a declining market, withdrawals deducted in the same proportion that
withdrawals reduce the contract value may have a magnified effect on the
reduction of the death benefit payable.

All references to withdrawals include deductions for applicable withdrawal
charges (surrender charges for example) and premium taxes, if any.

The Guarantee of Principal Death Benefit may be discontinued by completing the
Death Benefit Discontinuance form and sending it to our Home Office. The
benefit will be discontinued as of the valuation date we receive the request
and the Account Value Death Benefit will apply. We will deduct the charge for
the Account Value Death Benefit as of that date. See Charges and Other
Deductions.

Enhanced Guaranteed Minimum Death Benefit (EGMDB). If the EGMDB is in effect,
the death benefit paid will be the greatest of:
o The current contract value as of the valuation date we approve the payment
of the claim; or
o the sum of all purchase payments decreased by withdrawals in the same
proportion that withdrawals reduced the contract value (withdrawals less
than or equal to the Maximum Annual Withdrawal amount under the Lincoln
Lifetime IncomeSM Advantage rider may reduce the sum of all purchase
payments amount on a dollar for dollar basis. See The Contracts - Lincoln
Lifetime IncomeSM Advantage); or
o the highest contract value which the contract attains on any contract
anniversary (including the inception date) (determined before the
allocation of any purchase payments on that contract anniversary) prior to
the 81st birthday of the deceased and prior to the death of the
contractowner, joint owner (if applicable) or annuitant for whom the death
claim is approved for payment. The highest contract value is increased by
purchase payments and is decreased by withdrawals subsequent to that
anniversary date in the same proportion that withdrawals reduced the
contract value.

In a declining market, withdrawals deducted in the same proportion that
withdrawals reduce the contract value may have a magnified effect on the
reduction of the death benefit payable. All references to withdrawals include
deductions for applicable charges and premium taxes, if any.

The EGMDB is not available under contracts issued to a contractowner, or joint
owner or annuitant, who is age 80 or older at the time of issuance.

You may discontinue the EGMDB at any time by completing the Death Benefit
Discontinuance form and sending it to our Home office. The benefit will be
discontinued as of the valuation date we receive the request, and the Guarantee
of Principal Death Benefit or the Account Value Death Benefit will apply. We
will deduct the applicable charge for the new death benefit as of that date.
See Charges and Other Deductions.

Estate Enhancement Benefit Rider (EEB Rider). The amount of death benefit
payable under this Rider is the greatest of the following amounts:
o The contract value as of the valuation date we approve the payment of the
claim; or
o The sum of all purchase payments decreased by withdrawals in the same
proportion that withdrawals reduced the contract value (withdrawals less
than or equal to the Maximum Annual Withdrawal amount under the Lincoln
Lifetime IncomeSM Advantage rider may reduce the sum of all purchase
payments amount on a dollar for dollar basis. See The Contracts - Lincoln
Lifetime IncomeSM Advantage); or
o The highest contract value on any contract anniversary (including the
inception date) prior to the 81st birthday of the deceased contractowner,
joint owner (if applicable), or annuitant and prior to the death of the
contractowner, joint owner or annuitant for whom a death claim is approved
for payment. The highest contract value is adjusted for certain
transactions. It is increased by purchase payments made on or after that
contract anniversary on which the highest contract value is obtained. It is
decreased by withdrawals subsequent to that contract anniversary date in
the same proportion that withdrawals reduced the contract value; or
o The current contract value as of the valuation date we approve the payment
of the claim plus an amount equal to the Enhancement Rate times the lesser
of:
o the contract earnings; or
o the covered earnings limit.

Note: If there are no contract earnings, there will not be an amount provided
under this item.

In a declining market, withdrawals deducted in the same proportion that
withdrawals reduce the contract value may have a magnified effect on the
reduction of the death benefit payable.

All references to withdrawals include deductions for applicable charges and
premium taxes, if any.

The Enhancement Rate is based on the age of the oldest contractowner, joint
owner (if applicable), or annuitant on the date when the Rider becomes
effective. If the oldest is under age 70, the rate is 40%. If the oldest is age
70 to 75, the rate is 25%. The EEB Rider is not available if the oldest
contractowner, joint owner (if applicable), or annuitant is age 76 or older at
the time the Rider would become effective.

Contract earnings equal:
o the contract value as of the date of death of the individual for whom a
death claim is approved by us for payment; minus
o the contract value as of the effective date of this Rider (determined before
the allocation of any purchase payments on that date); minus
o each purchase payment that is made to the contract on or after the effective
date of the Rider, and prior to the date of death of the individual for
whom a death claim is approved for payment; plus
o the amount by which each withdrawal made on or after the effective date of
the Rider, and prior to the date of death of the individual for whom a
death claim is approved for payment, exceeded the contract earnings
immediately prior to the withdrawal.

The covered earnings limit equals 200% of:
o the contract value as of the effective date of this Rider (determined before
the allocation of any purchase payments on that date); plus
o each purchase payment that is made to the contract on or after the effective
date of the Rider, and prior to the date of death of the individual for
whom a death claim is approved for payment, and prior to the contract
anniversary immediately preceding the 76th birthday of the oldest of the
contractowner, joint owner (if applicable) or annuitant; minus
o the amount by which each withdrawal made on or after the effective date of
the Rider, and prior to the date of death of the individual for whom a
death claim is approved for payment, exceeded the contract earnings
immediately prior to the withdrawal.

The EEB Rider may not be available in all states. Please check with your
investment representative regarding availability of this rider. Contracts
purchased after the Rider becomes available in your state may only elect the
Rider at the time of purchase.

The EEB Rider may not be terminated unless you surrender the contract or the
contract is in the annuity payout period.

General Death Benefit Information

Only one of these death benefit elections may be in effect at any one time and
these elections terminate if you elect i4LIFE (Reg. TM) Advantage.

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

If the beneficiary is the spouse of the contractowner, then the spouse may
elect to continue the contract as the new contractowner. Should the surviving
spouse elect to continue the contract, a portion of the death benefit may be
credited to the contract. Any portion of the death benefit that would have been
payable (if the contract had not been continued) that exceeds the current
contract value on the date the surviving spouse elects to continue will be
added to the contract value. If the contract is continued in this way, the
death benefit in effect at the time the beneficiary elected to continue the
contract will remain as the death benefit.

If the EEB Rider is in effect, the Enhancement Rate for future benefits will be
based on the age of the older of the surviving spouse or the annuitant at the
time the EEB is paid into the contract. The contract earnings and the covered
earnings limit will be reset, treating the current contract value (after
crediting any death benefit amount into the contract as described above) as the
initial deposit for purposes of future benefit calculations. If either the
surviving spouse or the surviving annuitant is 76 or older, the EEB death
benefit will be reduced to the EGMDB for a total annual charge of 1.55% .

The value of the death benefit will be determined as of the valuation date we
approve the payment of the claim. Approval of payment will occur upon our
receipt of all the following:

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

2. written authorization for payment; and

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

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

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

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

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

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

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

In the case of a death of one of the parties to the annuity contract, if the
recipient of the death benefit has elected a lump sum settlement and the
contract value is over $10,000, the proceeds will be placed into the
interest-bearing account in the recipient's name as the owner of the account.
The SecureLine (Reg. TM) account allows the recipient additional time to decide
how to manage death benefit proceeds with the balance earning interest from the
day the account is opened. SecureLine (Reg. TM) is not a method of deferring
taxation.

The SecureLine (Reg. TM) account is a special service that we offer in which
the death benefit proceeds are placed into an interest-bearing account. Instead
of mailing you (or the recipient of the death proceeds) a check, we will send a
checkbook so that you (or the death proceeds recipient) will have access to the
account simply by writing a check for all or any part of the proceeds. The
SecureLine (Reg. TM) account is part of our general account. It is not a bank
account and it is not insured by the FDIC or any other government agency. As
part of our general account, it is subject to the claims of our creditors. We
receive a benefit from all amounts left in the SecureLine (Reg. TM) account.
The recipient of death benefit proceeds may request to receive the proceeds in
the form of a check rather than a deposit into the SecureLine (Reg. TM)
account.

Asset Allocation Models

Your registered representative may discuss asset allocation models with you to
assist you in deciding how to allocate your purchase payments among the various
subaccounts and/or the fixed account. The models listed below were designed and
prepared by the Company, in consultation with SSgA Funds Management, Inc., for
use by Lincoln Financial Distributors, Inc., (LFD) the principal underwriter of
the contracts. LFD provides models to broker dealers who may offer the models
to their own clients. The models do not constitute investment advice and you
should consult with your broker dealer representative to determine whether you
should utilize a model or which model is suitable for you based upon your
goals, risk tolerance and time horizon.

Each model invests different percentages of contract value in some or all of
the LVIP subaccounts currently available within your annuity contract. If you
select an asset allocation model, 100% of your contract value (and any
additional purchase payments you make) will be allocated among certain
subaccounts in accordance with the model's asset allocation strategy. You may
not make transfers among the subaccounts. We will deduct any withdrawals you
make from the subaccounts in the asset allocation model on a pro rata basis.
You may only choose one asset allocation model at a time, though you may change
to a different asset allocation model available in the contract at any time.

Each of the asset allocation models seeks to meet its investment objective
while avoiding excessive risk. The models also strive to achieve
diversification among asset classes in order to help reduce volatility and
boost returns over the long-term. There can be no assurance, however, that any
of the asset allocation models will achieve its investment objective. If you
are seeking a more aggressive strategy, these models are probably not
appropriate for you.

The asset allocation models are intended to provide a diversified investment
portfolio by combining different asset classes to help it reach its stated
investment goal. While diversification may help reduce overall risk, it does
not eliminate the risk of losses and it does not protect against losses in a
declining market.

In order to maintain the model's specified subaccount allocation percentages,
you agree to be automatically enrolled in and you thereby authorize us to
automatically rebalance your contract value on a quarterly basis based upon
your allocation instructions in effect at the time of the rebalancing.
Confirmation of the rebalancing will appear on your quarterly statement and you
will not receive an individual confirmation after each allocation. We reserve
the right to change the rebalancing frequency at any time, in our sole
discretion, but will not make changes more than once per calendar year. You
will be notified at least 30 days prior to the date of any change in frequency.

The models are static asset allocation models. This means that that they have
fixed allocations made up of underlying funds that are offered within your
contract and the percentage allocations will not change over time. Once you
have selected an asset allocation model, we will not make any changes to the
fund allocations within the model except for the rebalancing described above.
If you desire to change your contract value or purchase payment allocation or
percentages to reflect a revised or different model, you must submit new
allocation instructions to us. You may terminate a model at any time. There is
no charge from Lincoln for participating in a model.

The election of certain Living Benefit riders may require that you allocate
purchase payments in accordance with Investment Requirements that may be
satisfied by choosing one of the asset allocation models. Different
requirements and/or restrictions may apply under the individual rider. See The
Contracts - Investment Requirements.

At this time, the available models are as follows:
o The Lincoln SSgA Conservative Index Model is composed of specified
underlying subaccounts representing a target allocation of approximately
40% in three equity subaccounts and 60% in one fixed income subaccount.
This model seeks a high level of current income with some consideration
given to growth of capital. The model utilizes index funds exclusively.
o The Lincoln SSgA Moderate Index Model is composed of specified underlying
subaccounts representing a target allocation of approximately 60% in three
equity subaccounts and 40% in one fixed income subaccount. This model seeks
a balance between a high level of current income and growth of capital,
with an emphasis on growth of capital. The model utilizes index funds
exclusively.
o The Lincoln SSgA Moderately Aggressive Index Model is composed of specified
underlying subaccounts representing a target allocation of approximately
80% in three equity subaccounts and 20% in one fixed income subaccount.
This model seeks a balance between a high level of current income and
growth of capital, with a greater emphasis on growth of capital. The model
utilizes index funds exclusively.
o The Lincoln SSgA Aggressive Index Model is composed of specified underlying
subaccounts representing a target allocation of approximately 90% in three
equity subaccounts and 10% in one fixed income subaccount. This model seeks
long term growth of capital. The model utilizes index funds exclusively.
o The Lincoln SSgA Structured Conservative Model is composed of specified
underlying subaccounts representing a target allocation of approximately
40% in seven equity subaccounts and 60% in one fixed income subaccount.
This model seeks a high level of current income with some consideration
given to growth of capital. The model utilizes a combination of index funds
and rules-based strategies with an emphasis placed on value oriented
stocks.
o The Lincoln SSgA Structured Moderate Model is composed of specified
underlying subaccounts representing a target allocation of approximately
60% in seven equity subaccounts and 40% in one fixed income subaccount.
This model seeks a balance between a high level of current income and
growth of capital, with an emphasis on growth of capital. The model
utilizes a combination of index funds and rules-based strategies with an
emphasis placed on value oriented stocks.
o The Lincoln SSgA Structured Moderately Aggressive Model is composed of
specified underlying subaccounts representing a target allocation of
approximately 80% in seven equity subaccounts and 20% in one fixed income
subaccount. This model seeks a balance between a high level of current
income and growth of capital, with a greater emphasis on growth of capital.
The model utilizes a combination of index funds and rules-based strategies
with an emphasis placed on value oriented stocks.
o The Lincoln SSgA Structured Aggressive Model is composed of specified
underlying subaccounts representing a target allocation of approximately
90% in seven equity subaccounts and 10% in one fixed income subaccount.
This model seeks long term growth of capital. The model utilizes a
combination of index funds and rules-based strategies with an emphasis
placed on value oriented stocks.

Your registered representative will have more information on the specific
investments of each model.

Franklin Templeton Founding Investment Strategy: Through the Franklin Templeton
Founding Investment Strategy you may allocate purchase payments and/or contract
values to three underlying funds as listed below. This is not an asset
allocation model. If you choose to follow this strategy you will invest 100% of
your contract value according to the strategy. You may invest in any of the
three funds without adopting the strategy. Upon selection of this program you
agree to be automatically enrolled in portfolio rebalancing and authorize us to
automatically rebalance your contract value on a quarterly basis in accordance
with the strategy. Confirmation of the rebalancing will appear on your
quarterly statement and you will not receive an individual confirmation after
each allocation. You may terminate the strategy at any time and reallocate your
contract value to other investment options. We reserve the right to change the
rebalancing frequency at any time, in our sole discretion, but will not make
changes more than once per calendar year. You will be notified at least 30 days
prior to the date of any change in frequency.

o FTVIPT Franklin Income Securities 34% of contract value
o FTVIPT Mutual Shares Securities 33% of contract value
o LVIP Templeton Growth Fund 33% of contract value

Investment Requirements - Option 1

Contractowners who have elected 4LATER (Reg. TM) Advantage or the Lincoln
SmartSecurity (Reg. TM) Advantage will be subject to the following requirements
on variable subaccount investments. You will be subject to different Investment
Requirements if you elect the Lincoln Lifetime IncomeSM Advantage or i4LIFE
(Reg. TM) Advantage with the Guaranteed Income Benefit rider. If you do not
elect any of these benefits, the Investment Requirements will not apply to your
contract.

For 4LATER (Reg. TM) Advantage and Lincoln SmartSecurity (Reg. TM) Advantage,
we do not intend to enforce these Investment Requirements at this time. We will
notify you at least 30 days in advance of when the Investment Requirements will
be enforced. Our decision to enforce these requirements will be based on our
review of the subaccount investments of the contractowners who have these
riders and market conditions.

No more than 35% of your contract value (includes Account Value if i4LIFE (Reg.
TM) Advantage is in effect) can be invested in the following subaccounts
("Limited Subaccounts"):
o AllianceBernstein VPS Global Technology Portfolio
o AllianceBernstein VPS International Value Portfolio
o AllianceBernstein VPS Small/Mid Cap Value Portfolio
o American Funds Global Growth Fund
o American Funds Global Small Capitalization Fund
o American Funds International Fund
o Delaware VIP Emerging Markets Series
o Delaware VIP Small Cap Value Series
o Delaware VIP Trend Series
o Fidelity (Reg. TM) VIP Overseas Portfolio
o FTVIPT Franklin Small-Mid Cap Growth Securities Fund
o LVIP Baron Growth Opportunities Fund
o LVIP Cohen & Steers Global Real Estate Fund
o LVIP Marsico International Growth Fund
o LVIP Mondrian International Value Fund
o LVIP SSgA Developed International 150 Fund
o LVIP SSgA Emerging Markets 100 Fund
o LVIP SSgA International Index Fund
o LVIP SSgA Small/Mid Cap 200 Fund
o LVIP SSgA Small-Cap Index Fund
o LVIP T. Rowe Price Structured Mid-Cap Growth Fund
o LVIP Templeton Growth Fund
o LVIP Turner Mid-Cap Growth Fund

All other variable subaccounts will be referred to as "Non-Limited
Subaccounts".

You can select the percentages of contract value, if any, allocated to the
Limited Subaccounts, but the cumulative total investment in all the Limited
Subaccounts cannot exceed 35% of the total contract value. On each quarterly
anniversary of the effective date of any of these benefits, if the contract
value in the Limited Subaccounts exceeds 35%, Lincoln will rebalance your
contract value so that the contract value in the Limited Subaccounts is 30%.

If rebalancing is required, the contract value in excess of 30% will be removed
from the Limited Subaccounts on a pro rata basis and invested in the remaining
Non-Limited Subaccounts on a pro rata basis according to the contract value
percentages in the Non-Limited Subaccounts at the time of the reallocation. If
there is no contract value in the Non-Limited Subaccounts at that time, all
contract value removed from the Limited Subaccounts will be placed in the LVIP
Money Market subaccount.

We may move subaccounts on or off the Limited Subaccount list, change the
percentages of contract value allowed in the Limited Subaccounts or change the
frequency of the contract value rebalancing, at any time, in our sole
discretion, but we will not make changes more than once per calendar year. You
will be notified at least 30 days prior to the date of any change. We may make
such modifications at any time when we believe the modifications are necessary
to protect our ability to provide the guarantees under these riders. Our
decision to make modifications will be based on several factors including the
general market conditions and the style and investment objectives of the
subaccount investments.

At the time you receive notice of a change or when you are notified that we
will begin enforcing the Investment Requirements, you may:

1. drop the applicable rider immediately, without waiting for a termination
event if you do not wish to be subject to these Investment Requirements;

2. submit your own reallocation instructions for the contract value in excess
of 35% in the Limited Subaccounts; or

3. take no action and be subject to the quarterly rebalancing as described
above.

Investment Requirements - Option 2

Contractowners who have elected the Lincoln Lifetime IncomeSM Advantage or
i4LIFE (Reg. TM) Advantage with the Guaranteed Income Benefit will be subject
to the following Investment Requirements - Option 2 on the investments in their
contracts. These Investment Requirements are different from the Investment
Requirements - Option 1 that apply to purchases of other optional riders.
Contractowners with an active Lincoln Lifetime IncomeSM Advantage who terminate
Lincoln Lifetime IncomeSM Advantage to purchase i4LIFE (Reg. TM) Advantage with
the Lincoln Lifetime Income (Reg. TM) Advantage Guaranteed Income Benefit are
also subject to Investment Requirements - Option 2. We have divided the
subaccounts of your contract into two groups. We will specify the minimum or
maximum percentages of your contract value that must be in each group at the
time you purchase the rider. In addition, you may allocate your contract value
and purchase payments in accordance with certain asset allocation models. If
you terminate an asset allocation model, you must follow the Investment
Requirements applicable to your rider. The Investment Requirements may not be
consistent with an aggressive investment strategy. You should consult with your
registered representative to determine if the Investment Requirements are
consistent with your investment objectives.

You can select the percentages of contract value to allocate to individual
funds within each group, but the total investment for all funds in a group must
comply with the specified minimum or maximum percentages for that group.

In accordance with these Investment Requirements, you agree to be automatically
enrolled in the portfolio rebalancing option under your contract and thereby
authorize us to automatically rebalance your contract value on a periodic
basis. On each quarterly anniversary of the effective date of the Rider, we
will rebalance your contract value, on a pro-rata basis, based on your
allocation instructions in effect at the time of the rebalancing. Confirmation
of the rebalancing will appear on your quarterly statement and you will not
receive an individual confirmation after each reallocation. We reserve the
right to change the rebalancing frequency, at any time, in our sole discretion,
but we will not make changes more than once per calendar year. You will be
notified at least 30 days prior to the date of any change in frequency.

We may change the list of subaccounts in a group, change the number of groups,
change the minimum or maximum percentages of contract value allowed in a group
or change the investment options that are or are not available to you, at any
time, in our sole discretion, but we will not make changes more than once per
calendar year. You will be notified at least 30 days prior to the date of any
change. We may make such modifications at any time when we believe the
modifications are necessary to protect our ability to provide the guarantees
under these Riders. Our decision to make modifications will be based on several
factors including the general market conditions and the style and investment
objectives of the subaccount investments.

At the time you receive notice of a change to the Investment Requirements, you
may:

1. drop the applicable rider immediately, without waiting for a termination
event if you do not wish to be subject to the new terms of the Investment
Requirements;

2. submit your own reallocation instructions for the contract value, before the
effective date specified in the notice, so that the Investment Requirements are
satisfied; or

3. if you take no action, such changes will apply only to additional deposits
or to future transfers of contract value. You will not be required to change
allocations to existing subaccounts, but you will not be allowed to add money,
by either an additional deposit or a contract transfer, in excess of the new
percentage applicable to a fund or fund group.

At this time, the subaccount groups are as follows:

Group 1 Group 2
Investments must be at least 25% of contract value Investments cannot exceed 75% of contract value
- ---------------------------------------------------- --------------------------------------------------------
1. American Century VIP Inflation Protection All other investment options except as discussed below.
2. Delaware VIP High Yield Series
3. LVIP Delaware Bond Fund
4. Delaware VIP Capital Reserves Series
5. Delaware VIP Diversified Series
6. FTVIPT Templeton Global Income Securities Fund
7. LVIP SSgA Bond Index Fund

Investment Strategy (FTVIPT Franklin Income Securities Fund 34%, LVIP Templeton
Growth Fund 33% and FTVIPT Mutual Shares Securities Fund 33%). The LVIP SSgA
Emerging Markets 100 Fund and the fixed accounts (except for dollar cost
averaging) are not available with Lincoln Lifetime IncomeSM Advantage and
i4LIFE (Reg. TM) Advantage with the Guaranteed Income Benefit.

To satisfy the Investment Requirements of Lincoln Lifetime IncomeSM Advantage
or i4LIFE (Reg. TM) Advantage with the Guaranteed Income Benefit, contract
value can be allocated in accordance with certain asset allocation models, made
available to you by your broker dealer. 100% of the contract value can be
allocated to one of the following models: Lincoln SSgA Structured Conservative
Model, Lincoln SSgA Structured Moderate Model, Lincoln SSgA Structured
Moderately Aggressive Model, Lincoln SSgA Conservative Index Model, Lincoln
SSgA Moderate Index Model and Lincoln SSgA Moderately Aggressive Index Model.
You may only choose one asset allocation model at a time, though you may change
to a different asset allocation model available in your contract and that meets
the Investment Requirements or reallocate contract value among Group 1 or Group
2 subaccounts as described above.

As discussed in the Lincoln Lifetime IncomeSM Advantage Plus section, if you
purchase the Lincoln Lifetime IncomeSM Advantage Plus rider, your only
investment options until the seventh Benefit Year anniversary are to allocate
100% of your contract value to the LVIP Wilshire Moderate Profile Fund, the
LVIP Wilshire Conservative Profile Fund (both are funds of funds) or the FTVIPT
Franklin Income Securities Fund. You may also allocate 100% of your contract
value to one of the following models: Lincoln SSgA Structured Conservative
Model, Lincoln SSgA Structured Moderate Model, Lincoln SSgA Conservative Index
Model and Lincoln SSgA Moderate Index Model.

Living Benefit Riders

The optional Living Benefit Riders offered under this variable annuity contract
- - Lincoln Lifetime IncomeSM Advantage, Lincoln SmartSecurity (Reg. TM)
Advantage, i4LIFE (Reg. TM) Advantage and 4LATER (Reg. TM) Advantage - are
described in the following sections. The riders offer either a minimum
withdrawal benefit (Lincoln Lifetime IncomeSM Advantage, Lincoln SmartSecurity
(Reg. TM) Advantage) or a minimum annuity payout (i4LIFE (Reg. TM) Advantage
and 4LATER (Reg. TM) Advantage). You may not simultaneously elect any of the
Living Benefit riders. Upon election of a Living Benefit rider, you will be
subject to Investment Requirements. The overview chart at the end of this
prospectus provides a brief description and comparison of each Living Benefit
rider.

Lincoln Lifetime IncomeSM Advantage

The Lincoln Lifetime IncomeSM Advantage is a Rider that is available for
purchase with your variable annuity contract if the purchase payment or
contract value (if purchased after the contract is issued) is at least $50,000.
This Rider provides minimum, guaranteed, periodic withdrawals for your life as
contract owner/annuitant (Single Life Option) or for the lives of you as
contract owner/annuitant and your spouse as joint owner or primary beneficiary
(Joint Life Option) regardless of the investment performance of the contract,
provided that certain conditions are met. A minimum guaranteed amount
(Guaranteed Amount) is used to calculate the periodic withdrawals from your
contract but, is not available as a separate benefit upon death or surrender.
The Guaranteed Amount is equal to the initial purchase payment (or contract
value if elected after contract issue) increased by subsequent purchase
payments, Automatic Annual Step-ups, 5% Enhancements and the Step-up to 200% of
the initial Guaranteed Amount and decreased by withdrawals in accordance with
the provisions set forth below. No additional purchase payments are allowed if
the contract value decreases to zero for any reason.

This Rider provides annual withdrawals of 5% of the initial Guaranteed Amount
called Maximum Annual Withdrawal amounts. With the Single Life option, you may
receive Maximum Annual Withdrawal amounts for your lifetime. If you purchase
the Joint Life option, Maximum Annual Withdrawal amounts for the lifetimes of
you and your spouse will be available. Withdrawals in excess of the Maximum
Annual Withdrawal amount and any withdrawals prior to age 591/2 (for the Single
Life Option) or age 65 (for the Joint Life Option) may significantly reduce
your Maximum Annual Withdrawal amount. Withdrawals will also negatively impact
the availability of the 5% Enhancement, the 200% Step-up and the Lincoln
Lifetime IncomeSM Advantage Plus. These options are discussed below in detail.

An additional option, available for purchase with your Lincoln Lifetime
IncomeSM Advantage provides that on the seventh Benefit Year anniversary,
provided you have not made any withdrawals, you may choose to cancel your
Lincoln Lifetime IncomeSM Advantage rider and receive an increase in your
contract value of an amount equal to the excess of your initial Guaranteed
Amount (and purchase payments made within 90 days of rider election) over your
contract value. This option is called Lincoln Lifetime IncomeSM Advantage Plus
and is discussed in detail below. You may consider purchasing this option if
you want to guarantee at least a return of your initial purchase payment after
7 years. Lincoln Lifetime IncomeSM Advantage Plus must be purchased with the
Lincoln Lifetime IncomeSM Advantage.

By purchasing the Lincoln Lifetime IncomeSM Advantage Rider, you will be
limited in how you can invest in the subaccounts in your contract. In addition,
the fixed account is not available except for use with dollar cost averaging.
See The Contracts - Investment Requirements - Option 2. If you purchase the
Lincoln Lifetime IncomeSM Advantage Plus option, your only investment options
until the seventh Benefit Year anniversary are the following: the LVIP Wilshire
Moderate Profile Fund, the LVIP Wilshire Conservative Profile Fund, both funds
of funds, the FTVIPT Franklin Income Securities Fund or one of the following
models: Lincoln SSgA Structured Conservative Model, Lincoln SSgA Structured
Moderate Model, Lincoln SSgA Conservative Index Model and Lincoln SSgA Moderate
Index Model.

Lincoln Life offers other optional riders available for purchase with its
variable annuity contracts. These riders provide different methods to take
income from your contract value and may provide certain guarantees. These
riders are fully discussed in this prospectus. There are differences between
the riders in the features provided as well as the charge structure. In
addition, the purchase of one rider may impact the availability of another
rider. Information about the relationship between Lincoln Lifetime IncomeSM
Advantage and these other riders is included later in this prospectus (see
Lincoln Lifetime IncomeSM Advantage - Compare to Lincoln SmartSecurity (Reg.
TM) Advantage and i4LIFE (Reg. TM) Advantage option.) Not all riders will be
available at all times.

We have designed the rider to protect you from outliving your contract value.
If the rider terminates or you (or your spouse, if applicable) die before your
contract value is reduced to zero, neither you nor your estate will receive any
lifetime withdrawals from us under the rider. We limit your withdrawals to the
Maximum Annual Withdrawal amount and impose Investment Requirements in order to
minimize the risk that your contract value will be reduced to zero before your
(or your spouse's) death.

If the Rider is elected at contract issue, then the Rider will be effective on
the contract's effective date. If the Rider is elected after the contract is
issued (by sending a written request to our Home Office), the Rider will be
effective on the next valuation date following approval by us. You may not
simultaneously elect Lincoln Lifetime IncomeSM Advantage with any other Living
Benefit rider.

Benefit Year. The Benefit Year is the 12-month period starting with the
effective date of the Rider and starting with each anniversary of the Rider
effective date after that.

Guaranteed Amount. The Guaranteed Amount is a value used to calculate your
withdrawal benefit under this Rider. The Guaranteed Amount is not available to
you as a lump sum withdrawal or a death benefit. The initial Guaranteed Amount
varies based on when you elect the Rider. If you elect the Rider at the time
you purchase the contract, the initial Guaranteed Amount will equal your
initial purchase payment. If you elect the Rider after we issue the contract,
the initial Guaranteed Amount will equal the contract value on the effective
date of the Rider. The maximum Guaranteed Amount is $10,000,000. This maximum
takes into consideration the total Guaranteed Amounts from all Lincoln Life
contracts (or contracts issued by our affiliates) in which you (or spouse if
Joint Life Option) are the covered lives under either the Lincoln Lifetime
IncomeSM Advantage or Lincoln SmartSecurity (Reg. TM) Advantage.

Additional purchase payments automatically increase the Guaranteed Amount by
the amount of the purchase payment (not to exceed the maximum Guaranteed
Amount); for example, a $10,000 additional purchase payment will increase the
Guaranteed Amount by $10,000. After the first anniversary of the Rider
effective date, each time a purchase payment is made after the cumulative
purchase payments equal or exceed $100,000, the charge for your Rider may
change on the next Benefit Year anniversary. The charge will be the current
charge in effect on that next Benefit Year Anniversary, for new purchases of
the Rider. The charge will never exceed the guaranteed maximum annual charge.
See Charges and Other Deductions - Lincoln Lifetime IncomeSM Advantage Charge
in this prospectus. Additional purchase payments will not be allowed if the
contract value decreases to zero for any reason including market loss.

The following example demonstrates the impact of additional purchase payments
on the Lincoln Lifetime IncomeSM Advantage charge:

Initial purchase payment $100,000
Additional purchase payment in Year 2 $ 95,000 No change to charge
Additional purchase payment in Year 3 $ 75,000 Charge will be the current charge
Additional purchase payment in Year 4 $ 25,000 Charge will be the current charge

Each withdrawal reduces the Guaranteed Amount as discussed below.

Since the charge for the Rider is based on the Guaranteed Amount, the cost of
the Rider increases when additional purchase payments, Automatic Annual
Step-ups, 5% Enhancements and the 200% Step-up are made, and the cost decreases
as withdrawals are made because these transactions all adjust the Guaranteed
Amount. In addition, the percentage charge may change when cumulative purchase
payments exceed $100,000 and also when Automatic Annual Step-ups occur as
discussed below. See Charges and Other Deductions - Lincoln Lifetime IncomeSM
Advantage Charge.

5% Enhancement to the Guaranteed Amount. On each Benefit Year anniversary, the
Guaranteed Amount, minus purchase payments received in that year, will be
increased by 5% if the contract owner/annuitant (as well as the spouse if the
Joint Life option is in effect) are under age 86. Additional purchase payments
must be invested in the contract at least one Benefit Year before the 5%
Enhancement will be made on the portion of the Guaranteed Amount equal to that
purchase payment. Any purchase payments made within the first 90 days after the
effective date of the Rider will be included in the Guaranteed Amount for
purposes of receiving the 5% Enhancement on the first Benefit Year anniversary.

Note: The 5% Enhancement is not available in any year there is a withdrawal
from contract value including a Maximum Annual Withdrawal Amount. A 5%
Enhancement will occur in subsequent years after a withdrawal only under
certain conditions. If you are eligible (as defined below) for the 5%
Enhancement in the next year, the Enhancement will not occur until the Benefit
Year anniversary of that year.

The following is an example of the impact of the 5% Enhancement on the
Guaranteed Amount:

Initial purchase payment = $100,000; Guaranteed Amount = $100,000

Additional purchase payment on day 30 = $15,000; Guaranteed Amount = $115,000

Additional purchase payment on day 95 = $10,000; Guaranteed Amount = $125,000

On the first Benefit Year Anniversary, the Guaranteed Amount is $130,750
($115,000 times 1.05%=$120,750 plus $10,000). The $10,000 purchase payment on
day 95 is not eligible for the 5% Enhancement until the 2nd Benefit Year
Anniversary.

The 5% Enhancement will be in effect for 15 years from the effective date of
the Rider. The 5% Enhancement will cease upon the death of the contract
owner/annuitant or upon the death of the survivor of the contractowner or
spouse (if Joint Life option is in effect) or when the oldest of these
individuals reaches age 86. A new 15-year period will begin each time an
Automatic Annual Step-up to the contract value occurs as described below. As
explained below, the 5% Enhancement and Automatic Annual Step-up will not occur
in the same year. If the Automatic Annual Step-up provides a greater increase
to the Guaranteed Amount, you will not receive the 5% Enhancement. The 5%
Enhancement cannot increase the Guaranteed Amount above the maximum Guaranteed
Amount of $10,000,000.

Any withdrawal from the contract value limits the 5% Enhancement as follows:

a. The 5% Enhancement will not occur on any Benefit Year anniversary in
which there is a withdrawal, including a Maximum Annual Withdrawal amount,
from the contract during that Benefit Year. The 5% Enhancement will occur
on the following Benefit Year anniversary if no other withdrawals are made
from the contract and the Rider is within the 15-year period as long as
the contract owner/ annuitant (Single Life Option) is 591/2or older or the
contractowner and spouse (Joint Life Option) are age 65 or older.

b. If the contractowner/annuitant (Single Life Option) is under age 591/2
or the contractowner or spouse (Joint Life Option) is under age 65, and a
withdrawal is made from the contract, the 5% Enhancement will not occur
again until an Automatic Annual Step-Up to the contract value (as
described below) occurs.

An example of the impact of a withdrawal on the 5% Enhancement is included in
the Withdrawals section below.

If your Guaranteed Amount is increased by the 5% Enhancement on the Benefit
Year anniversary, your percentage charge for the Rider will not change.
However, the amount you pay for the Rider will increase since the charge for
the Rider is based on the Guaranteed Amount. See Charges and Other Deductions -
Lincoln Lifetime IncomeSM Advantage Charge.

Automatic Annual Step-ups of the Guaranteed Amount. The Guaranteed Amount will
automatically step-up to the contract value on each Benefit Year anniversary
if:

a. the contractowner/annuitant (Single Life Option), or the contractowner
and spouse (Joint Life option) are both still living and under age 86; and

b. the contract value on that Benefit Year anniversary is greater than the
Guaranteed Amount after the 5% Enhancement (if any) or 200% Step-up (if
any, as described below).

Each time the Guaranteed Amount is stepped up to the current contract value as
described above, your percentage charge for the Rider will be the current
charge for the Rider, not to exceed the guaranteed maximum charge. Therefore,
your percentage charge for this Rider could increase every Benefit Year
anniversary. See Charges and Other Deductions - Lincoln Lifetime IncomeSM
Advantage Charge.

If your percentage rider charge is increased upon an Automatic Annual Step-up,
you may opt out of the Automatic Annual Step-up by giving us notice within 30
days after the Benefit Year anniversary if you do not want your percentage
charge for the Rider to change. This opt out will only apply for this
particular Automatic Annual Step-up. You will need to notify us each time the
percentage charge increases if you do not want the Step-up. If you decline the
Automatic Annual Step-up, you will receive the 200% Step-up (if you are
eligible as described below) or the 5% Enhancement (if you are eligible as
specified above); however, a new 15-year period for 5% Enhancements will not
begin. You may not decline the Automatic Annual Step-up, if applicable, if your
additional purchase payments would cause your charge to increase. See the
earlier Guaranteed Amount section.

Following is an example of how the Automatic Annual Step-ups and the 5%
Enhancement will work (assuming no withdrawals or additional purchase payments
and issue age above 591/2(Single Life) or 65 (Joint Life):

Potential for Length of 5%
Guaranteed Charge to Enhancement
Contract Value Amount Change Period
---------------- ------------ --------------- -------------

Initial Purchase Payment $50,000 . $50,000 $50,000 No 15
1st Benefit Year Anniversary......... $54,000 $54,000 Yes 15
2nd Benefit Year Anniversary......... $53,900 $56,700 No 14
3rd Benefit Year Anniversary......... $57,000 $59,535 No 13
4th Benefit Year Anniversary......... $64,000 $64,000 Yes 15

On the 1st Benefit Year anniversary, the Automatic Annual Step-up increased the
Guaranteed Amount to the contract value of $54,000 since the increase in the
contract value is greater than the 5% Enhancement amount of $2,500 (5% of
$50,000). On the 2nd Benefit Year anniversary, the 5% Enhancement provided a
larger increase (5% of $54,000 = $2,700). On the 3rd Benefit Year anniversary,
the 5% Enhancement provided a larger increase (5% of $56,700=$2,835). On the
4th Benefit Year anniversary, the Automatic Annual Step-up to the contract
value was greater than the 5% Enhancement amount of $2,977 (5% of $59,535).

An Automatic Annual Step-up cannot increase the Guaranteed Amount beyond the
maximum Guaranteed Amount of $10,000,000.

Step-up to 200% of the initial Guaranteed Amount. On the Benefit Year
anniversary after you (Single Life) or the younger of you and your spouse
(Joint Life) reach age 70, or the rider has been in effect for 10 years,
whichever event is later, we will step-up your Guaranteed Amount to 200% of
your initial Guaranteed Amount (plus any purchase payments made within 90 days
of rider election), less any withdrawals, if this would increase your
Guaranteed Amount to an amount higher than that provided by the 5% Enhancement
or the Automatic Annual Step-up for that year, if applicable. (You will not
also receive the 5% Enhancement or Automatic Annual Step-up if the 200% Step-up
applies.) This Step-up will not occur if:

1) any withdrawal was made prior to age 591/2 (Single Life) or age 65
(Joint Life);

2) an Excess Withdrawal (defined below) has occurred; or

3) cumulative withdrawals totaling more than 10% of the initial Guaranteed
Amount (plus purchase payments within 90 days of rider election) have been
made (even if these withdrawals were within the Maximum Annual Withdrawal
amount).

For example, assume the initial Guaranteed Amount is $200,000. A $10,000
Maximum Annual Withdrawal was made at age 65 and at age 66. If one more
$10,000 Maximum Annual Withdrawal was made at age 67, the Step-up would not
be available since withdrawals cannot exceed $20,000 (10% of $200,000).

This Step-up is only available one time and it will not occur if, on the
applicable Benefit Year anniversary, your Guaranteed Amount exceeds 200% of
your initial Guaranteed Amount (plus purchase payments within 90 days of rider
election). Required minimum distributions from qualified contracts may
adversely impact this benefit because you may have to withdraw more than 10% of
your initial Guaranteed Amount. See the terms governing RMDs in the Maximum
Annual Withdrawal Amounts section below.

This Step-up will not cause a change to the percentage charge for your rider.
However, the amount you pay for the rider will increase since the charge is
based on the Guaranteed Amount. See Charges and Other Deductions - Lincoln
Lifetime IncomeSM Advantage Charge.

The following example demonstrates the impact of this Step-up on the Guaranteed
Amount:

Initial purchase payment at age 60 = $200,000; Guaranteed Amount =$200,000;
Maximum Annual Withdrawal amount = $10,000.

After 10 years, at age 70, the Guaranteed Amount is $272,339 (after applicable
5% Enhancements and two $10,000 Maximum Annual Withdrawal Amounts) and the
contract value is $250,000. Since the Guaranteed Amount is less than $360,000
($200,000 initial Guaranteed Amount reduced by the two $10,000 withdrawals
times 200%), the Guaranteed Amount is increased to $360,000.

The 200% Step-up cannot increase the Guaranteed Amount beyond the Maximum
Guaranteed Amount of $10,000,000.

Maximum Annual Withdrawal Amount. You may make periodic withdrawals up to the
Maximum Annual Withdrawal amount each Benefit Year for your (contractowner)
lifetime (Single Life Option) or the lifetimes of you and your spouse (Joint
Life Option)as long as you are at least age 591/2 (Single Life Option) or you
and your spouse are both at least age 65 (Joint Life Option) and your Maximum
Annual Withdrawal amount is greater than zero.

On the effective date of the Rider, the Maximum Annual Withdrawal amount is
equal to 5% of the initial Guaranteed Amount. If you do not withdraw the entire
Maximum Annual Withdrawal amount during a Benefit Year, there is no carryover
of the extra amount into the next Benefit Year.

If your contract value is reduced to zero because of market performance,
withdrawals equal to the Maximum Annual Withdrawal amount will continue
automatically for your life (and your spouse if applicable) under the Maximum
Annual Withdrawal Amount Annuity Payment Option (discussed later). You may not
withdraw the remaining Guaranteed Amount in a lump sum.

Note: if any withdrawal is made, the 5% Enhancement is not available during
that Benefit Year and the Lincoln Lifetime IncomeSM Advantage Plus is not
available (see below). Withdrawals may also negatively impact the 200% Step-up
(see above).

The tax consequences of withdrawals are discussed in Federal Tax Matters
section of this prospectus.

All withdrawals you make, whether or not within the Maximum Annual Withdrawal
amount, will decrease your contract value.

The Maximum Annual Withdrawal amount will be doubled, called the Nursing Home
Enhancement, during a Benefit Year when the contractowner/annuitant is age
591/2 or older or the contractowner and spouse (Joint Life option), are both
age 65 or older, and one is admitted into an accredited nursing home or
equivalent health care facility. The Nursing Home Enhancement applies if the
admittance into such facility occurs 36 months or more after the effective date
of the Rider, the individual was not in the nursing home in the year prior to
the effective date of the rider, and upon entering the nursing home, the person
has been then confined for at least 90 consecutive days. Proof of nursing home
confinement will be required each year. If you leave the nursing home, your
Maximum Annual Withdrawal amount will be reduced by 50% starting after the next
Benefit Year anniversary.

The requirements of an accredited nursing home or equivalent health care
facility are set forth in the Nursing Home Enhancement Claim Form. The criteria
for the facility include, but are not limited to: providing 24 hour a day
nursing services; an available physician; an employed nurse on duty or call at
all times; maintains daily clinical records; and able to dispense medications.
This does not include an assisted living or similar facility.

The remaining references to the 5% Maximum Annual Withdrawal amount also
include the Nursing Home Enhancement Maximum Annual Withdrawal amount.

The Maximum Annual Withdrawal amount is increased by 5% of any additional
purchase payments. For example, if the Maximum Annual Withdrawal amount of
$2,500 (5% of $50,000 Guaranteed Amount) is in effect and an additional
purchase payment of $10,000 is made, the new Maximum Annual Withdrawal amount
is $3,000 ($2,500 + 5% of $10,000).

5% Enhancements, Automatic Annual Step-ups and the 200% Step-up will cause a
recalculation of the eligible Maximum Annual Withdrawal amount to the greater
of:

a. the Maximum Annual Withdrawal amount immediately prior to the 5%
Enhancement, Automatic Annual Step-up or 200% Step-up; or

b. 5% of the Guaranteed Amount on the Benefit Year anniversary.

See the chart below for examples of the recalculation.

The Maximum Annual Withdrawal amount from both Lincoln Lifetime IncomeSM
Advantage and Lincoln SmartSecurity (Reg. TM) Advantage under all Lincoln Life
contracts (or contracts issued by our affiliates) applicable to you (or your
spouse if Joint Life Option) can never exceed 5% of the maximum Guaranteed
Amount.

Withdrawals after age 591/2 (Single Life Option) or age 65 (Joint Life Option).
If the cumulative amounts withdrawn from the contract during the Benefit Year
(including the current withdrawal) after age 591/2 (Single Life) or age 65
(Joint Life) are within the Maximum Annual Withdrawal amount, then:

1. the withdrawal will reduce the Guaranteed Amount by the amount of the
withdrawal on a dollar-for-dollar basis, and

2. the Maximum Annual Withdrawal amount will remain the same.

The impact of withdrawals prior to age 591/2 or age 65 will be discussed later
in this section. The following example illustrates the impact of Maximum Annual
Withdrawals on the Guaranteed Amount and the recalculation of the Maximum
Annual Withdrawal amount (assuming no additional purchase payments and the
contractowner (Single Life) is older than 591/2 and the contractowner and
spouse (Joint Life) are both older than 65):

Guaranteed Maximum Annual
Contract Value Amount Withdrawal Amount
---------------- ------------ ------------------

Initial Purchase Payment $50,000 . $50,000 $50,000 $2,500
1st Benefit Year Anniversary......... $54,000 $54,000 $2,700
2nd Benefit Year Anniversary......... $51,000 $51,300 $2,700
3rd Benefit Year Anniversary......... $57,000 $57,000 $2,850
4th Benefit Year Anniversary......... $64,000 $64,000 $3,200

The initial Maximum Annual Withdrawal amount is equal to 5% of the Guaranteed
Amount. Since withdrawals occurred each year (even withdrawals within the
Maximum Annual Withdrawal amount), the 5% Enhancement of the Guaranteed Amount
was not available. However, each year the Automatic Annual Step-up occurred
(1st, 3rd and 4th anniversaries), the Maximum Annual Withdrawal amount was
recalculated to 5% of the current Guaranteed Amount.

Withdrawals within the Maximum Annual Withdrawal amount are not subject to
surrender charges. Withdrawals from Individual Retirement Annuity contracts
will be treated as within the Maximum Annual Withdrawal amount (even if they
exceed the 5% Maximum Annual Withdrawal amount) only if the withdrawals are
taken in 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:

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

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

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

If your RMD withdrawals during a Benefit Year are less than the Maximum Annual
Withdrawal amount, an additional amount up to the Maximum Annual Withdrawal
Amount may be withdrawn and will not be subject to surrender charges. If a
withdrawal, other than an RMD is made during the Benefit Year, then all amounts
withdrawn in excess of the Maximum Annual Withdrawal amount, including amounts
attributed to RMDs, will be treated as Excess Withdrawals (see below).

Distributions from qualified contracts are generally taxed as ordinary income.
In nonqualified contracts, withdrawals of contract value that exceed purchase
payments are taxed as ordinary income. See Federal Tax Matters.

Excess Withdrawals. Excess Withdrawals are the cumulative amounts withdrawn
from the contract during the Benefit Year (including the current withdrawal)
that exceed the Maximum Annual Withdrawal amount. When Excess Withdrawals
occur:

1. The Guaranteed Amount is reduced by the same proportion that the Excess
Withdrawal reduces the contract value. This means that the reduction in
the Guaranteed Amount could be more than a dollar-for-dollar reduction.

2. The Maximum Annual Withdrawal amount will be immediately recalculated to
5% of the new (reduced) Guaranteed Amount (after the pro rata reduction
for the Excess Withdrawal); and

3. The 200% Step-up will never occur.

The following example demonstrates the impact of an Excess Withdrawal on the
Guaranteed Amount and the Maximum Annual Withdrawal amount. A $12,000
withdrawal caused a $15,182 reduction in the Guaranteed Amount.

Prior to Excess Withdrawal:
Contract Value = $60,000
Guaranteed Amount = $85,000
Maximum Annual Withdrawal amount = $5,000 (5% of the initial Guaranteed Amount
of $100,000)

After a $12,000 Withdrawal ($5,000 is within the Maximum Annual Withdrawal
amount, $7,000 is the Excess Withdrawal):

The contract value and Guaranteed Amount are reduced dollar for dollar for the
Maximum Annual Withdrawal amount of $5,000:

Contract Value = $55,000
Guaranteed Amount = $80,000

The contract value is reduced by the $7,000 Excess Withdrawal and the
Guaranteed Amount is reduced by 12.72%, the same proportion that the Excess
Withdrawal reduced the $55,000 contract value ($7,000 - $55,000)

Contract value = $48,000

Guaranteed Amount = $69,818 ($80,000 X 12.72% = $10,181; $80,000 - $10,181 =
$69,818)
Maximum Annual Withdrawal amount = $3,491.00 (5% of $69,818)

In a declining market, withdrawals that exceed the Maximum Annual Withdrawal
amount may substantially deplete or eliminate your Guaranteed Amount and reduce
or deplete your Maximum Annual Withdrawal amount.

Excess Withdrawals will be subject to surrender charges unless one of the
waiver of surrender charge provisions set forth in your prospectus is
applicable. Continuing with the prior example of the $12,000 withdrawal: the
$5,000 Maximum Annual Withdrawal amount is not subject to surrender charges;
the $7,000 Excess Withdrawal may be subject to surrender charges. See Charges
and Other Deductions - Surrender Charges.

Withdrawals before age 591/2/65. If any withdrawal is made prior to the time
the contractowner, is age 591/2 (Single Life) or the contractowner and spouse
(Joint Life) are both age 65, including withdrawals equal to Maximum Annual
Withdrawal amounts, the following will occur:

1. The Guaranteed Amount will be reduced in the same proportion that the
entire withdrawal reduced the contract value (this means that the
reduction in the Guaranteed amount could be more than a dollar-for-dollar
reduction);

2. The Maximum Annual Withdrawal amount will be immediately recalculated
to 5% of the new (reduced) Guaranteed Amount;

3. The 5% Enhancement to the Guaranteed Amount is not available until after
an Automatic Annual Step-up to the contract value occurs. This Automatic
Annual Step-up will not occur until the contract value exceeds the
Guaranteed Amount on a Benefit Year anniversary.See the 5% Enhancement
section above), and

4. The 200% Step-up will never occur.

The following is an example of the impact of a withdrawal prior to age 591/2
for single or age 65 for joint:
o $100,000 purchase payment
o $100,000 Guaranteed Amount
o A 10% market decline results in a contract value of $90,000
o $5,000 Maximum Annual Withdrawal amount

If a $5,000 withdrawal is made before age 591/2, the Guaranteed Amount will be
$94,444 ($100,000 reduced by 5.56% ($5,000/
$90,000) and the new Maximum Annual Withdrawal amount is $4,722 (5% times
$94,444). Surrender charges will apply unless one of the waiver of surrender
charge provisions is applicable. See Charges and Other Deductions - Surrender
Charges.

In a declining market, withdrawals prior to age 591/2 (or 65 if Joint Life) may
substantially deplete or eliminate your Guaranteed Amount and reduce or deplete
your Maximum Annual Withdrawal amount.

Lincoln Lifetime IncomeSM Advantage Plus. If you have purchased Lincoln
Lifetime IncomeSM Advantage Plus, ("Plus Option"), on the seventh Benefit Year
anniversary, you may elect to receive an increase in your contract value equal
to the excess of your initial Guaranteed Amount, (plus any purchase payments
made within 90 days of the rider effective date) over your current contract
value. Making this election will terminate the Plus Option as well as the
Lincoln Lifetime IncomeSM Advantage and the total charge for this rider and you
will have no further rights to Maximum Annual Withdrawal amounts or any other
benefits under this rider. You have 30 days after the seventh Benefit Year
anniversary to make this election, but you will receive no more than the
difference between the contract value and the initial Guaranteed Amount (plus
any purchase payments within 90 days of the rider effective date) on the
seventh Benefit Year anniversary. If you choose to surrender your contract at
this time, any applicable surrender charges will apply.

You may not elect to receive an increase in contract value if any withdrawal is
made, including Maximum Annual Withdrawal amounts or required minimum
distributions, prior to the seventh Benefit Year anniversary. If you make a
withdrawal prior to the seventh Benefit Year anniversary, the charge for this
Plus Option (in addition to the Lincoln Lifetime IncomeSM Advantage charge)
will continue until the seventh Benefit Year anniversary. After the seventh
Benefit Year anniversary, the 0.15% charge for the Plus Option will be removed
from your contract and the charge for your Lincoln Lifetime IncomeSM Advantage
will continue.

If you do not elect to exercise the Plus Option, after the seventh Benefit Year
anniversary, your Lincoln Lifetime IncomeSM Advantage and its charge will
continue and the Plus Option 0.15% charge will be removed from your contract.

The following example illustrates the Plus Option upon the seventh Benefit Year
anniversary:

Initial purchase payment of $100,000; Initial Guaranteed Amount of $100,000.

On the seventh Benefit Year anniversary, if the current contract value is
$90,000; the contractowner may choose to have $10,000 placed in the contract
and the Plus Option (including the right to continue the Lincoln Lifetime
IncomeSM Advantage) will terminate at that time.

If you decide to purchase the Plus Option, your only investment options until
the seventh Benefit Year anniversary are the: LVIP Wilshire Moderate Profile
Fund, the LVIP Wilshire Conservative Profile Fund, both funds of funds, the
FTVIPT Franklin Income Securities Fund or one of the following models: Lincoln
SSgA Structured Conservative Model, Lincoln SSgA Structured Moderate Model,
Lincoln SSgA Conservative Index Model and Lincoln SSgA Moderate Index Model.
You may not transfer contract value out of these funds to any other funds
before the seventh Benefit Year anniversary. After the seventh Benefit Year
anniversary, you may invest in other subaccounts in your contract, subject to
the Investment Requirements.

Maximum Annual Withdrawal Amount Annuity Payout Option. If you are required to
annuitize your Maximum Annual Withdrawal Amount, because you have reached the
Maturity Date of the Contract, the Maximum Annual Withdrawal Amount Annuity
Payout Option is available.

The Maximum Annual Withdrawal Amount Annuity Payment Option is a fixed
annuitization in which the contractowner (and spouse if applicable) will
receive annual annuity payments equal to the Maximum Annual Withdrawal amount
for life (this option is different from other annuity payment options discussed
in your prospectus, including i4LIFE (Reg. TM) Advantage, which are based on
your contract value). Payment frequencies other than annual may be available.
You will have no other contract features other than the right to receive
annuity payments equal to the Maximum Annual Withdrawal amount (including the
Nursing Home Enhancement if you qualify) for your life or the life of you and
your spouse for the Joint Life option.

If the contract value is zero and you have a remaining Maximum Annual
Withdrawal amount, you will receive the Maximum Annual Withdrawal Amount
Annuity Payment Option.

If you are receiving the Maximum Annual Withdrawal Amount Annuity Payout
Option, you may be eligible for a final payment upon death of the Single Life
or surviving Joint Life. To be eligible the death benefit option in effect
immediately prior to the exercise of the Maximum Annual Withdrawal Amount
Annuity Payout Option must not be the Account Value Death Benefit.

The final payment is equal to the sum of all purchase payments, decreased by
withdrawals in the same proportion as the withdrawals reduce the contract
value; withdrawals less than or equal to the Maximum Annual Withdrawal amount
and payments under the Maximum Annual Withdrawal Annuity Payout Option will
reduce the sum of the purchase payments dollar for dollar. If your death
benefit option in effect immediately prior to the Maximum Annual Withdrawal
Amount Annuity Payout Option provided for deduction for withdrawals on a dollar
for dollar basis, then any withdrawals that occurred prior to the election of
the Lincoln Lifetime Income (Reg. TM) Advantage will reduce the sum of all
purchase payments on a dollar for dollar basis.

Death Prior to the Annuity Commencement Date. The Lincoln Lifetime IncomeSM
Advantage has no provision for a payout of the Guaranteed Amount or any other
death benefit upon death of the contractowners or annuitant. At the time of
death, if the contract value equals zero, no death benefit options (as
described in the Death Benefit section of this prospectus) will be in effect.
Election of the Lincoln Lifetime IncomeSM Advantage does not impact the death
benefit options available for purchase with your annuity contract except as
described below in Impact to Withdrawal Calculations of Death Benefits before
the Annuity Commencement Date. 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. See The Contracts - Death Benefit.

Upon the death of the Single Life, the Lincoln Lifetime IncomeSM Advantage will
end and no further Maximum Annual Withdrawal amounts are available (even if
there was a Guaranteed Amount in effect at the time of the death). The Lincoln
Lifetime IncomeSM Advantage Plus will also terminate, if in effect. If the
beneficiary elects to continue the contract after the death of the Single Life
(through a separate provision of the contract), the beneficiary may purchase a
new Lincoln Lifetime IncomeSM Advantage Rider if available under the terms and
charge in effect at the time of the new purchase. There is no carryover of the
Guaranteed Amount.

Upon the first death under the Joint Life option, the lifetime payout of the
Maximum Annual Withdrawal amount will continue for the life of the surviving
spouse. The 5% Enhancement, 200% Step-up, Lincoln Lifetime IncomeSM Advantage
Plus and Automatic Annual Step-up will continue if applicable as discussed
above. Upon the death of the surviving spouse, the Lincoln Lifetime IncomeSM
Advantage will end and no further Maximum Annual Withdrawal amounts are
available (even if there was a Guaranteed Amount in effect at the time of the
death). The Lincoln Lifetime IncomeSM Advantage Plus will also terminate, if in
effect.

As an alternative, after the first death, the surviving spouse may choose to
terminate the Joint Life option and purchase a new Single Life option, if
available, under the terms and charge in effect at the time for a new purchase.
The surviving spouse must be under age 65. In deciding whether to make this
change, the surviving spouse should consider: 1) if the change will cause the
Guaranteed Amount and the Maximum Annual Withdrawal amount to decrease and 2)
if the Single Life Rider option for new issues will provide an earlier age
(591/2) to receive Maximum Annual Withdrawal amounts.

Impact of Divorce on Joint Life Option. In the event of a divorce, the
contractowner may terminate the Joint Life Option and purchase a Single Life
Option, if available, (if the contractowner is under age 65) at the current
Rider charge and the terms in effect for new sales of the Single Life Option.

After a divorce, the contractowner may keep the Joint Life Option to have the
opportunity to receive lifetime payouts for the lives of the contractowner and
a new spouse. This is only available if no withdrawals were made from the
contract after the effective date of the Rider up to and including the date the
new spouse is added to the Rider.

General Provisions.

Termination. After the seventh anniversary of the effective date of the Rider,
the contractowner may terminate the Rider by notifying us in writing. Lincoln
Lifetime IncomeSM Advantage will automatically terminate:
o Upon exercise of the Lincoln Lifetime IncomeSM Advantage Plus option to
receive an increase in the contract value equal to the excess of your
initial Guaranteed Amount over the contract value;
o on the annuity commencement date (except payments under the Maximum Annual
Withdrawal Amount Annuity Payment Option will continue if applicable);
o if the contractowner or annuitant is changed (except if the surviving spouse
under the Joint Life option assumes ownership of the contract upon death of
the contractowner) including any sale or assignment of the contract or any
pledge of the contract as collateral;
o upon the death under the Single Life option or the death of the surviving
spouse under the Joint Life option;
o when the Maximum Annual Withdrawal amount is reduced to zero; or
o upon termination of the underlying annuity contract.

The termination will not result in any increase in contract value equal to the
Guaranteed Amount. Upon effective termination of this Rider, the benefits and
charges within this Rider will terminate.

If you terminate the Rider, you must wait one year before you can re-elect any
Lincoln Lifetime IncomeSM Advantage, Lincoln SmartSecurity (Reg. TM) Advantage,
4LATER (Reg. TM) Advantage or any other living benefits we may offer in the
future. The one-year wait does not apply to the election of a new rider after
the exercise (and resulting termination) of the Lincoln Lifetime IncomeSM
Advantage Plus.

Compare to Lincoln SmartSecurity (Reg. TM) Advantage. If a contractowner is
interested in purchasing a rider that provides guaranteed minimum withdrawals,
the following factors should be considered when comparing Lincoln Lifetime
IncomeSM Advantage and the Lincoln SmartSecurity (Reg. TM) Advantage (only one
of these riders can be added to a contract at any one time): the Lincoln
Lifetime IncomeSM Advantage has the opportunity to provide a higher Guaranteed
Amount because of the 5% Enhancement, Automatic Annual Step-up or 200% Step-up
and this benefit also provides the potential for lifetime withdrawals from an
earlier age for the Single Life Option only (59 1/2 rather than age 65 with the
Lincoln SmartSecurity (Reg. TM) Advantage - 1 Year Automatic Step-Up). However,
the percentage charge for the Lincoln Lifetime IncomeSM Advantage is higher for
the Single Life (lower for the Joint Life) and has the potential to increase on
every Benefit Year Anniversary if the increase in contract value exceeds the 5%
Enhancement. Another factor to consider is that immediate withdrawals from your
contract, under the Lincoln Lifetime IncomeSM Advantage, will adversely impact
the 5% Enhancement and 200% Step-up. In addition, if the withdrawal is made
before age 591/2 (Single Life) or age 65 (Joint Life), the 5% Enhancement is
further limited and the 200% Step-up is not available. The Lincoln
SmartSecurity (Reg. TM) Advantage provides that Maximum Annual Withdrawal
amounts can continue to a beneficiary to the extent of any remaining Guaranteed
Amount while the Lincoln Lifetime IncomeSM Advantage does not offer this
feature. The Investment Requirements and Termination provisions are different
between these two riders.

i4LIFE (Reg. TM) Advantage Option. i4LIFE (Reg. TM) Advantage is an income
program, available for purchase at an additional charge, that provides periodic
variable income payments for life, the ability to make withdrawals during a
defined period of time (the Access Period) and a death benefit during the
Access Period. A minimum payout floor, called the Guaranteed Income Benefit, is
also available for purchase at the time you elect i4LIFE (Reg. TM) Advantage.
Depending on a person's age and the selected length of the Access Period,
i4LIFE (Reg. TM) Advantage may provide a higher payout than the Maximum Annual
Withdrawal amounts under Lincoln Lifetime IncomeSM Advantage. You cannot have
both i4LIFE (Reg. TM)Advantage and Lincoln Lifetime IncomeSM Advantage in
effect on your contract at the same time.

Contractowners with an active Lincoln Lifetime IncomeSM Advantage may decide to
drop Lincoln Lifetime IncomeSM Advantage and purchase i4LIFE (Reg. TM)
Advantage if i4LIFE (Reg. TM) Advantage will provide a higher payout amount. If
this decision is made, the contractowner can use any remaining Lincoln Lifetime
IncomeSM Advantage Guaranteed Amount to establish the Lincoln Lifetime Income
(Reg. TM) Advantage Guaranteed Income Benefit under the i4LIFE (Reg. TM)
Advantage at the terms in effect for owners of the Lincoln Lifetime Income
(Reg. TM) Advantage rider. i4LIFE (Reg. TM) Advantage with the Lincoln Lifetime
Income (Reg. TM) Advantage Guaranteed Income Benefit must be elected before the
Annuity Commencement Date and by age 99 for nonqualified contracts or age 85
for qualified contracts. See i4LIFE (Reg. TM) Advantage and the Guaranteed
Income Benefit sections of your prospectus. The charges for these benefits will
be the current charges in effect for the i4LIFE (Reg. TM) Advantage and Lincoln
Lifetime Income (Reg. TM) Advantage Guaranteed Income Benefit at the time of
election of these benefits. If you use your Lincoln Lifetime Income (Reg. TM)
Advantage Guaranteed Amount to establish the Guaranteed Income Benefit, you
must keep i4LIFE (Reg. TM) Advantage and the Guaranteed Income Benefit in
effect for at least 3 years. In addition, Option 2 of the Investment
Requirements applicable to Lincoln Lifetime IncomeSM Advantage will also apply
to i4LIFE (Reg. TM) Advantage with the Guaranteed Income Benefit

Below is an example of how the Guaranteed Amount from the Lincoln Lifetime
IncomeSM Advantage is used to establish the Guaranteed Income Benefit with
i4LIFE (Reg. TM) Advantage.

Prior to i4LIFE (Reg. TM) Advantage election:

Contract Value = $100,000

Guaranteed Amount = $100,000

After i4LIFE (Reg. TM)Advantage election:

Regular Income Payment = $6,700 per year = Contract Value divided by the i4LIFE
(Reg. TM) Advantage annuity factor

Guaranteed Income Benefit = $5,020 per year = Guaranteed Amount divided by
Guaranteed Income Benefit Table factor applicable to owners of the Lincoln
Lifetime Income (Reg. TM) Advantage rider.

Impact to Withdrawal Calculations of Death Benefits before the Annuity
Commencement Date. The death benefit calculation for certain death benefit
options in effect prior to the annuity commencement date may change for
contractowners with an active Lincoln Lifetime IncomeSM Advantage. Certain
death benefit options provide that all withdrawals reduce the death benefit in
the same proportion that the withdrawals reduce the contract value. If you
elect the Lincoln Lifetime IncomeSM Advantage, withdrawals less than or equal
to the Maximum Annual Withdrawal amount, after age 591/2 for the Single Life
Option or age 65 for Joint Life Option, will reduce the sum of all purchase
payments option of the death benefit on a dollar for dollar basis. This applies
to the Guarantee of Principal Death Benefit, and only the sum of all purchase
payments alternative of the Enhanced Guaranteed Minimum Death Benefit or the
Estate Enhancement Benefit, whichever is in effect. See The Contracts - Death
Benefits. Any Excess Withdrawals and all withdrawals

prior to age 591/2 for Single Life or age 65 for Joint Life will reduce the sum
of all purchase payments in the same proportion that the withdrawals reduced
the contract value under any death benefit option in which proportionate
withdrawals are in effect. This change has no impact on death benefit options
in which all withdrawals reduce the death benefit calculation on a dollar for
dollar basis. The terms of your contract will describe which method is in
effect for your contract.

The following example demonstrates how a withdrawal will reduce the death
benefit if both the Enhanced Guaranteed Minimum Death Benefit (EGMDB) and the
Lincoln Lifetime IncomeSM Advantage are in effect when the contractowner dies.
Note that this calculation applies only to the sum of all purchase payments
calculation and not for purposes of reducing the highest anniversary contract
value under the EGMDB:

Contract value before withdrawal $80,000

Maximum Annual Withdrawal Amount $ 5,000

Enhanced Guaranteed Minimum Death Benefit (EGMDB) values before withdrawal is
the greatest of a), b), or c) described in detail in the EGMDB section of this
prospectus:

a) Contract value $80,000

b) Sum of purchase payments $100,000

c) Highest anniversary contract value $150,000

Withdrawal of $9,000 will impact the death benefit calculations as follows:

a) $80,000 - $9,000 = $71,000 (Reduction $9,000)

b) $100,000 - $5,000 = $95,000 (dollar for dollar reduction of Maximum
Annual Withdrawal amount)
$95,000 - $5,067 = $89,933 [$95,000 times ($4,000/$75,000) = $5,067] Pro
rata reduction of Excess Withdrawal. Total reduction = $10,067.

c) $150,000 - $16,875 = $133,125 [$150,000 times $9,000/$80,000 = $16,875]
The entire $9,000 withdrawal reduces the death benefit option pro rata.
Total reduction = $16,875.

Item c) provides the largest death benefit of $133,125.

Availability.

The Lincoln Lifetime IncomeSM Advantage is available for purchase with
nonqualified and qualified (IRAs and Roth IRAs) annuity contracts, for existing
contractowners, on or about May 19, 2008. The contractowner/annuitant as well
as the spouse under the Joint Life option must be under age 86 at the time this
Rider is elected. You cannot elect the Rider on or after the purchase of i4LIFE
(Reg. TM) Advantage or on or after the Annuity Commencement Date and must wait
at least 12 months after terminating 4LATER (Reg. TM) Advantage, Lincoln
SmartSecurity (Reg. TM) Advantage or any other living benefits we may offer in
the future. The 12 month wait will be waived until the later of July 31, 2008
or 60 days after the Lincoln Lifetime IncomeSM Advantage is available for sale
in your state. If you decide to drop a rider to add Lincoln Lifetime IncomeSM
Advantage, your Guaranteed Amount will equal the current contract value on the
effective date of the change. Before you make this change, you should consider
that no guarantees or fee waiver provisions carry over from the previous rider.
The Lincoln Lifetime IncomeSM Advantage terminates after the death of a covered
life and the Guaranteed Amount is not available to a beneficiary. You will be
subject to additional Investment Requirements. See the comparison to Lincoln
SmartSecurity (Reg. TM) Advantage for other factors to consider before making a
change.

There is no guarantee that the Lincoln Lifetime IncomeSM Advantage will be
available for new purchasers in the future as we reserve the right to
discontinue this benefit at any time. The availability of this Rider will
depend upon your state's approval of this Rider. In addition, certain features
of the Rider may not be available in some states. Check with your investment
representative regarding availability.

Lincoln SmartSecurity (Reg. TM) Advantage

The Lincoln SmartSecurity (Reg. TM) Advantage is a Rider that is available for
purchase with your variable annuity contract. This benefit provides a minimum
guaranteed amount (Guaranteed Amount) that you will be able to withdraw, in
installments, from your contract. The Guaranteed Amount is equal to the initial
purchase payment (or contract value if elected after contract issue) adjusted
for subsequent purchase payments, step-ups and withdrawals in accordance with
the provisions set forth below. Two different options are available to step-up
the Guaranteed Amount to a higher level (the contract value at the time of the
step-up). You must choose one of these two options:

Lincoln SmartSecurity (Reg. TM) Advantage - 5 Year Elective Step-up or

Lincoln SmartSecurity (Reg. TM) Advantage - 1 Year Automatic Step-up

option, the Guaranteed Amount will automatically step-up to the contract value,
if higher, on each Benefit Year anniversary through the 10th anniversary. With
the Lincoln SmartSecurity (Reg. TM) Advantage - 1 Year Automatic Step-up, the
contractowner can also initiate additional ten-year periods of automatic
step-ups.

You may access this Guaranteed Amount through periodic withdrawals which are
based on a percentage of the Guaranteed Amount. With the Lincoln SmartSecurity
(Reg. TM) Advantage - 1 Year Automatic Step-up Single Life or Joint Life
options, you also have the option to receive periodic withdrawals for your
lifetime or for the lifetimes of you and your spouse (when available in your
state). These options are discussed below in detail.

By purchasing this Rider, you may be limited in how much you can invest in
certain subaccounts. See The Contracts - Investment Requirements. We offer
other optional riders available for purchase with its variable annuity
contracts. These riders, which are fully discussed in this prospectus, provide
different methods to take income from your contract value and may provide
certain guarantees. There are differences between the riders in the features
provided as well as the charge structure. In addition, the purchase of one
rider may impact the availability of another rider. In particular, before you
elect the Lincoln SmartSecurity (Reg. TM) Advantage, you may want to compare it
to Lincoln Lifetime IncomeSM Advantage, which provides minimum guaranteed,
periodic withdrawals for life. See The Contracts - Lincoln Lifetime IncomeSM
Advantage - Compare to Lincoln SmartSecurity (Reg. TM) Advantage.

If the benefit is elected at contract issue, then the Rider will be effective
on the contract's effective date. If the benefit is elected after the contract
is issued (by sending a written request to our Home office), the Rider will be
effective on the next valuation date following approval by us.

Benefit Year. The Benefit Year is the 12-month period starting with the
effective date of the Rider and starting with each anniversary of the Rider
effective date after that. If the contractowner elects to step-up the
Guaranteed Amount (this does not include automatic annual step-ups within a
ten-year period), the Benefit Year will begin on the effective date of the
step-up and each anniversary of the effective date of the step-up after that.
The step-up will be effective on the next valuation date after notice of the
step-up is approved by us.

Guaranteed Amount. The Guaranteed Amount is a value used to calculate your
withdrawal benefit under this Rider. The Guaranteed Amount is not available to
you as a lump sum withdrawal or a death benefit. The initial Guaranteed Amount
varies based on when and how you elect the benefit. If you elect the benefit at
the time you purchase the contract, the Guaranteed Amount will equal your
initial purchase payment. If you elect the benefit after we issue the contract,
the Guaranteed Amount will equal the contract value on the effective date of
the Rider. The maximum Guaranteed Amount is $5,000,000 under Lincoln
SmartSecurity (Reg. TM) Advantage - 5 Year Elective Step-up option and
$10,000,000 for Lincoln SmartSecurity (Reg. TM) Advantage - 1 Year Automatic
Step-up option. This maximum takes into consideration the combined Guaranteed
Amount of all Lincoln Life contracts (or contracts issued by our affiliates)
owned by you (or on which you or your spouse if joint owner are the annuitant)
under either the Lincoln SmartSecuritySM Advantage or the Lincoln Lifetime
IncomeSM Advantage.

Additional purchase payments automatically increase the Guaranteed Amount by
the amount of the purchase payment (not to exceed the maximum); for example, a
$10,000 additional purchase payment will increase the Guaranteed Amount by
$10,000. For the Lincoln SmartSecurity (Reg. TM) Advantage - 5 Year Elective
Step-up option we may restrict purchase payments to your annuity contract in
the future. We will notify you if we restrict additional purchase payments. For
the Lincoln SmartSecurity (Reg. TM) Advantage - 1 Year Automatic Step-up
option, we will allow purchase payments into your annuity contract after the
first anniversary of the Rider effective date if the cumulative additional
purchase payments exceed $100,000 only with prior Home Office approval.
Additional purchase payments will not be allowed if the contract value is zero.

Each withdrawal reduces the Guaranteed Amount as discussed below.

Since the charge for the Rider is based on the Guaranteed Amount, the cost of
the Rider increases when additional purchase payments and step-ups are made,
and the cost decreases as withdrawals are made because these transactions all
adjust the Guaranteed Amount.

Step-ups of the Guaranteed Amount. Under the Lincoln SmartSecurity (Reg. TM)
Advantage - 1 Year Automatic Step-up option, the Guaranteed Amount will
automatically step-up to the contract value on each Benefit Year anniversary up
to and including the tenth Benefit Year if:

a. the contractowner or joint owner is still living; and

b. the contract value as of the valuation date, after the deduction of any
withdrawals (including surrender charges and interest adjustments), the Rider
charge and account fee plus any purchase payments made on that date is greater
than the Guaranteed Amount immediately preceding the valuation date.

After the tenth Benefit Year anniversary, you may initiate another ten-year
period of automatic step-ups by electing (in writing) to step-up the Guaranteed
Amount to the greater of the Contract Value or the current Guaranteed Amount
if:

a. each contractowner and annuitant is under age 81; and

b. the contractowner or joint owner is still living.

If you choose, we will administer this election for you automatically, so that
a new ten-year period of step-ups will begin at the end of each prior ten-year
step-up period.

Following is an example of how the step-ups work in the Lincoln SmartSecurity
(Reg. TM) Advantage - 1 Year Automatic Step-up option, (assuming no withdrawals
or additional purchase payments):

Contract Value Guaranteed Amount

o Initial Deposit $50,000 $50,000 $50,000
o 1st Benefit Year Anniversary $54,000 $54,000
o 2nd Benefit Year Anniversary $53,900 $54,000
o 3rd Benefit Year Anniversary $57,000 $57,000

Annual step-ups, if the conditions are met, will continue until (and including)
the 10th Benefit Year Anniversary. If you had elected to have the next ten-year
period of step-ups begin automatically after the prior ten-year period, annual
step-ups, if conditions are met, will continue beginning on the 11th Benefit
Year Anniversary.

Under the Lincoln SmartSecurity (Reg. TM) Advantage - 5 Year Elective Step-up
option, after the fifth anniversary of the Rider, you may elect (in writing) to
step-up the Guaranteed Amount to an amount equal to the contract value on the
effective date of the step-up. Additional step-ups are permitted, but you must
wait at least 5 years between each step-up.

Under both the Lincoln SmartSecurity (Reg. TM) Advantage - 5 Year Elective
Step-up and the Lincoln SmartSecurity (Reg. TM) Advantage - 1 Year Automatic
Step-up options, contractowner elected step-ups (other than automatic step-ups)
will be effective on the next valuation date after we receive your request and
a new Benefit Year will begin. Purchase payments and withdrawals made after a
step-up adjust the Guaranteed Amount. In the future, we may limit your right to
step-up the Guaranteed Amount to your Benefit Year anniversary dates. All
step-ups are subject to the maximum Guaranteed Amount.

A contractowner elected step-up (including contractowner step-ups that we
administer for you to begin a new ten-year step-up period) may cause a change
in the percentage charge for this benefit. There is no change in the percentage
charge when automatic, annual step-ups occur during a ten-year period. See
Charges and Other Deductions - Rider Charges - Lincoln SmartSecurity (Reg. TM)
Advantage Charge.

Withdrawals. You will have access to your Guaranteed Amount through periodic
withdrawals up to the Maximum Annual Withdrawal amount each Benefit Year until
the Guaranteed Amount equals zero.

On the effective date of the Rider, the Maximum Annual Withdrawal amount is:
o 7% of the Guaranteed Amount under the Lincoln SmartSecurity (Reg. TM)
Advantage - 5 Year Elective Step-up option and
o 5% of the Guaranteed Amount under the Lincoln SmartSecurity (Reg. TM)
Advantage - 1 Year Automatic Step-up option.

If you do not withdraw the entire Maximum Annual Withdrawal amount during a
Benefit Year, there is no carryover of the extra amount into the next Benefit
Year. The Maximum Annual Withdrawal amount is increased by 7% or 5% (depending
on your option) of any additional purchase payments. For example, if the
Lincoln SmartSecurity (Reg. TM) Advantage - 1 Year Automatic Step-up option
with a Maximum Annual Withdrawal amount of $2,500 (5% of $50,000 Guaranteed
Amount) is in effect and an additional purchase payment of $10,000 is made, the
new Maximum Annual Withdrawal amount is $3,000 ($2,500 + 5% of $10,000).
Step-ups of the Guaranteed Amount (both automatic step-ups and step-ups elected
by you) will step-up the Maximum Annual Withdrawal amount to the greater of:

a. the Maximum Annual Withdrawal amount immediately prior to the step-up; or

b. 7% or 5% (depending on your option) of the new (stepped-up) Guaranteed
Amount.

If the cumulative amounts withdrawn from the contract during the Benefit Year
(including the current withdrawal) are within the Maximum Annual Withdrawal
amount, then:

1. the withdrawal will reduce the Guaranteed Amount by the amount of the
withdrawal on a dollar-for-dollar basis, and

2. the Maximum Annual Withdrawal amount will remain the same.

Withdrawals within the Maximum Annual Withdrawal amount are not subject to
surrender charges or the interest adjustment on the amount withdrawn from the
fixed account, if applicable. See The Contracts - Fixed Side of the Contract.
If the Lincoln SmartSecurity (Reg. TM) Advantage - 1 Year Automatic Step-up
option is in effect, withdrawals from IRA contracts will be treated as within
the Maximum Annual Withdrawal amount (even if they exceed the 5% Maximum Annual
Withdrawal amount) only if the withdrawals are taken in the form of systematic
monthly or quarterly installments, as calculated by Lincoln, of the amount
needed to satisfy the required minimum distribution rules under Internal
Revenue Code Section 401(a)(9) for this contract value. Distributions from
qualified contracts are generally taxed as ordinary income. In nonqualified
contracts, withdrawals of contract value that exceed purchase payments are
taxed as ordinary income. See Federal Tax Matters.

When cumulative amounts withdrawn from the contract during the Benefit Year
(including the current withdrawal) exceed the Maximum Annual Withdrawal amount:

1. The Guaranteed Amount is reduced to the lesser of:
o the contract value immediately following the withdrawal, or
o the Guaranteed Amount immediately prior to the withdrawal, less the amount
of the withdrawal.

2. The Maximum Annual Withdrawal amount will be the least of:
o the Maximum Annual Withdrawal amount immediately prior to the withdrawal;
or
o the greater of:
o 7% or 5% (depending on your option) of the reduced Guaranteed Amount
immediately following the withdrawal (as specified above when
withdrawals exceed the Maximum Annual Withdrawal amount); or
o 7% or 5% (depending on your option) of the contract value immediately
following the withdrawal; or
o the new Guaranteed Amount.

The following example of the Lincoln SmartSecurity (Reg. TM) Advantage - 1 Year
Automatic Step-up option demonstrates the impact of a withdrawal in excess of
the Maximum Annual Withdrawal amount on the Guaranteed Amount and the Maximum
Annual Withdrawal amount. A $7,000 withdrawal caused a $32,000 reduction in the
Guaranteed Amount.

Prior to Excess Withdrawal:
Contract Value = $60,000
Guaranteed Amount = $85,000
Maximum Annual Withdrawal = $5,000 (5% of the initial Guaranteed Amount of
$100,000)

After a $7,000 Withdrawal:
Contract Value = $53,000
Guaranteed Amount = $53,000
Maximum Annual Withdrawal = $2,650

The Guaranteed Amount was reduced to the lesser of the contract value
immediately following the withdrawal ($53,000) or the Guaranteed Amount
immediately prior to the withdrawal, less the amount of the withdrawal ($85,000
- - $7,000 = $78,000).

The Maximum Annual Withdrawal amount was reduced to the least of:
1) Maximum Annual Withdrawal amount prior to the withdrawal ($5,000); or
2) The greater of 5% of the new Guaranteed Amount ($2,650) or 5% of the
contract value following the withdrawal ($2,650); or
3) The new Guaranteed Amount ($53,000).

The least of these three items is $2,650.

In a declining market, withdrawals that exceed the Maximum Annual Withdrawal
amount may substantially deplete or eliminate your Guaranteed Amount and reduce
your Maximum Annual Withdrawal amount.

Under the Lincoln SmartSecurity (Reg. TM) Advantage - 5 Year Elective Step-up
option for IRA contracts, the annual amount available for withdrawal within the
Maximum Annual Withdrawal amount may not be sufficient to satisfy your required
minimum distributions under the Internal Revenue Code. This is particularly
true for individuals over age 84. Therefore, you may have to make withdrawals
that exceed the Maximum Annual Withdrawal amount. Withdrawals over the Maximum
Annual Withdrawal amount may quickly and substantially decrease your Guaranteed
Amount and Maximum Annual Withdrawal amount, especially in a declining market.
You should consult your tax advisor to determine if there are ways to limit the
risks associated with these withdrawals. Such methods may involve the timing of
withdrawals or foregoing step-ups of the Guaranteed Amount.

Withdrawals in excess of the Maximum Annual Withdrawal amount will be subject
to surrender charges (to the extent that total withdrawals exceed the free
amount of withdrawals allowed during a contract year) and an interest
adjustment on the amount withdrawn from the fixed account. Refer to the
Statement of Additional Information for an example of the interest adjustment
calculation.

Lifetime Withdrawals. (Available only with the Lincoln SmartSecurity (Reg. TM)
Advantage - 1 Year Automatic Step-up Single or Joint Life options and not the
Lincoln SmartSecurity (Reg. TM) Advantage - 5 Year Elective Step-up option or
the prior version of the Lincoln SmartSecurity (Reg. TM) Advantage - 1 Year
Automatic Step-up option). Payment of the Maximum Annual Withdrawal amount will
be guaranteed for your (contractowner) lifetime (if you purchase the Single
Life option) or for the lifetimes of you (contractowner) and your spouse (if
the Joint Life option is purchased), as long as:

1) No withdrawals are made before you (and your spouse if a Joint Life) are age
65; and

2) An excess withdrawal (described above) has not reduced the Maximum Annual
Withdrawal amount to zero.

If the lifetime withdrawal is not in effect, the Maximum Annual Withdrawal
amount will last only until the Guaranteed Amount equals zero.

If any withdrawal is made prior to the time you (or both spouses) are age 65,
the Maximum Annual Withdrawal amount will not last for the lifetime(s), except
in the two situations described below:

1) If a step-up of the Guaranteed Amount after age 65 causes the Maximum Annual
Withdrawal amount to equal or increase from the immediately prior Maximum
Annual Withdrawal amount. This typically occurs if the contract value equals or
exceeds the highest, prior Guaranteed Amount. If this happens, the new Maximum
Annual Withdrawal amount will automatically be available for the specified
lifetime(s); or

2) The contractowner makes a one-time election to reset the Maximum Annual
Withdrawal amount to 5% of the current Guaranteed Amount. This reset will occur
on the first valuation date following the Benefit Year anniversary and will be
based on the Guaranteed Amount as of that valuation date. This will reduce your
Maximum Annual Withdrawal amount. A contractowner would only choose this if the
above situation did not occur. To reset the Maximum Annual Withdrawal amount,
the following must occur:

a. the contractowner (and spouse if applicable) is age 65;

b. the contract is currently within a ten-year automatic step-up period
described above (or else a contractowner submits a step-up request to start a
new ten-year automatic step-up period) (the contractowner must be eligible to
elect a step-up; i.e., all contractowners and the annuitant must be alive and
under age 81); and

c. you have submitted this request to us in writing at least 30 days prior to
the end of the Benefit Year.

As an example of these two situations, if you purchased the Lincoln
SmartSecurity (Reg. TM) Advantage - 1 Year Automatic Step-up Single Life with
$100,000, your initial Guaranteed Amount is $100,000 and your initial Maximum
Annual Withdrawal amount is $5,000. If you make a $5,000 withdrawal at age 62,
your Guaranteed Amount will decrease to $95,000. Since you did not satisfy the
age 65 requirement, you do not have a lifetime Maximum Annual Withdrawal
amount. If a step-up of the Guaranteed Amount after age 65 (either automatic or
owner-elected) causes the Guaranteed Amount to equal or exceed $100,000, then
the Maximum Annual Withdrawal amount of $5,000 (or greater) will become a
lifetime payout. This is the first situation described above. However, if the
Guaranteed Amount has not been reset to equal or exceed the highest prior
Guaranteed Amount, then you can choose the second situation described above if
you are age 65 and the contract is within a ten-year automatic step-up period.
This will reset the Maximum Annual Withdrawal amount to 5% of the current
Guaranteed Amount; 5% of $95,000 is $4,750. This is your new Maximum Annual
Withdrawal amount which can be paid for your lifetime unless excess withdrawals
are made.

The tax consequences of withdrawals and annuity payments are discussed in
Federal Tax Matters.

All withdrawals you make, whether or not within the Maximum Annual Withdrawal
amount, will decrease your contract value. If the contract is surrendered, the
contractowner will receive the contract value (less any applicable charges,
fees, and taxes) and not the Guaranteed Amount.

If your contract value is reduced to zero because of market performance,
withdrawals equal to the Maximum Annual Withdrawal amount will continue for the
life of you (and your spouse if applicable) if the lifetime withdrawals are in
effect. If not, the Maximum Annual Withdrawal amount will continue until the
Guaranteed Amount equals zero. You may not withdraw the remaining Guaranteed
Amount in a lump sum.

Guaranteed Amount Annuity Payout Option. If you desire to annuitize your
Guaranteed Amount, the Guaranteed Amount Annuity Payout Option is available.

The Guaranteed Amount Annuity Payment Option is a fixed annuitization in which
the contractowner (and spouse if applicable) will receive the Guaranteed Amount
in annual annuity payments equal to the current 7% or 5% (depending on your
option) Maximum Annual Withdrawal amount, including the lifetime Maximum Annual
Withdrawals if in effect (this option is different from other annuity payment
options discussed in your prospectus, including i4LIFE (Reg. TM) Advantage,
which are based on your contract value). Payment frequencies other than annual
may be available. Payments will continue until the Guaranteed Amount equals
zero and may continue until death if the lifetime Maximum Annual Withdrawal is
in effect. This may result in a partial, final payment. You would consider this
option only if your contract value is less than the Guaranteed Amount (and you
don't believe the contract value will ever exceed the Guaranteed Amount) and
you do not wish to keep your annuity contract in force other than to pay out
the Guaranteed Amount. You will have no other contract features other than the
right to receive annuity payments equal to the Maximum Annual Withdrawal amount
until the Guaranteed Amount equals zero.

If the contract value is zero and you have a remaining Guaranteed Amount, you
may not withdraw the remaining Guaranteed Amount in a lump sum, but must elect
the Guaranteed Amount Annuity Payment Option.

Death Prior to the Annuity Commencement Date. There is no provision for a lump
sum payout of the Guaranteed Amount upon death of the contractowners or
annuitant. At the time of death, if the contract value equals zero, no death
benefit will be paid other than any applicable Maximum Annual Withdrawal
amounts. 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. See The Contracts - Death Benefit.

Maximum Annual Withdrawal amount will continue until the Guaranteed Amount, if
any, is zero. In the alternative, the surviving spouse can choose to become the
new Single Life, if the surviving spouse is under age 81. This will cause a
reset of the Guaranteed Amount and the Maximum Annual Withdrawal amount. The
new Guaranteed Amount will equal the contract value on the date of the reset
and the new Maximum Annual Withdrawal amount will be 5% of the new Guaranteed
Amount. This also starts a new 10 year period of automatic step-ups. At this
time, the charge for the Rider will become the current charge in effect for new
purchases of the Single Life option. The surviving spouse will need to be 65
before taking withdrawals to qualify for a lifetime payout. In deciding whether
to make this change, the surviving spouse should consider: 1) the change a
reset would cause to the Guaranteed Amount and the Maximum Annual Withdrawal
amount ; 2) whether it is important to have Maximum Annual Withdrawal amounts
for life versus the remainder of the prior Guaranteed Amount and 3) the cost of
the Single Life option.

Upon the first death under the Lincoln SmartSecurity (Reg. TM) Advantage - 1
Year Automatic Step-up-Joint Life option, the lifetime payout of the Maximum
Annual Withdrawal amount, if in effect, will continue for the life of the
surviving spouse. Upon the death of the surviving spouse, the lifetime payout
of the Maximum Annual Withdrawal amount will end. However, if the spouse's
beneficiary elects to take the annuity death benefit in installments, the
Maximum Annual Withdrawal amount will continue until the Guaranteed Amount, if
any, is zero (see below for a non-spouse beneficiary). As an alternative, after
the first death, the surviving spouse may choose to change from the Joint Life
option to the Single Life option, if the surviving spouse is under age 81. This
will cause a reset of the Guaranteed Amount and the Maximum Annual Withdrawal
amount. The new Guaranteed Amount will equal the contract value on the date of
the reset and the new Maximum Annual Withdrawal amount will be 5% of the new
Guaranteed Amount. This also starts a new 10 year period of automatic step-ups.
At this time, the charge for the Rider will become the current charge in effect
for new purchases of the Single Life option. In deciding whether to make this
change, the surviving spouse should consider: 1) if the reset will cause the
Guaranteed Amount and the Maximum Annual Withdrawal amount to decrease and 2)
if the cost of the Single Life option is less than the cost of the Joint Life
option.

If the surviving spouse of the deceased contractowner continues the contract,
the remaining automatic step-ups under the Lincoln SmartSecurity (Reg. TM)
Advantage - 1 Year Automatic Step-up option, will apply to the spouse as the
new contractowner. Under the Lincoln SmartSecurity (Reg. TM) Advantage - 5 Year
Elective Step-up option, the new contractowner is eligible to elect to step-up
the Guaranteed Amount prior to the next available step-up date; however, all
other conditions for the step-up apply and any subsequent step-up by the new
contractowner must meet all conditions for a step-up.

If a non-spouse beneficiary elects to receive the death benefit in installments
(thereby keeping the contract in force), the beneficiary
may continue the Lincoln SmartSecurity (Reg. TM) Advantage if desired.
Automatic step-ups under the Lincoln SmartSecurity (Reg. TM) Advantage - 1 Year
Automatic Step-up option will not continue and elective step-ups of the
Guaranteed Amount under both options will not be permitted. In the event the
contract value declines below the Guaranteed Amount (as adjusted for
withdrawals of death benefit payments), the beneficiary is assured of receiving
payments equal to the Guaranteed Amount (as adjusted). Deductions for the Rider
charge will continue on a quarterly basis and will be charged against the
remaining Guaranteed Amount. Note: there are instances where the required
installments of the death benefit, in order to be in compliance with the
Internal Revenue Code as noted above, may exceed the Maximum Annual Withdrawal
amount, thereby reducing the benefit of this Rider. If there are multiple
beneficiaries, each beneficiary will be entitled to continue a share of the
Lincoln SmartSecurity (Reg. TM) Advantage equal to his or her share of the
death benefit.

Impact of Divorce on Joint Life Option. In the event of a divorce, the
contractowner may change from a Joint Life Option to a Single Life Option (if
the contractowner is under age 81) at the current Rider charge for new sales of
the Single Life Option. At the time of the change, the Guaranteed Amount will
be reset to the current contract value and the Maximum Annual Withdrawal amount
will equal 5% of this new Guaranteed Amount.

Termination. After the later of the fifth anniversary of the effective date of
the Rider or the fifth anniversary of the most recent contractowner-elected
step-up, including any step-up we administered for you, of the Guaranteed
Amount, the contractowner may terminate the Rider by notifying us in writing.
Lincoln SmartSecurity (Reg. TM) Advantage will automatically terminate:
o on the annuity commencement date (except payments under the Guaranteed
Amount Annuity Payment Option will continue if applicable);
o upon the election of i4LIFE (Reg. TM) Advantage;
o if the contractowner or annuitant is changed (except if the surviving spouse
assumes ownership of the contract upon death of the contractowner)
including any sale or assignment of the contract or any pledge of the
contract as collateral;
o upon the last payment of the Guaranteed Amount unless the lifetime Maximum
Annual Withdrawal is in effect;
o when a withdrawal in excess of the Maximum Annual Withdrawal amount reduces
the Guaranteed Amount to zero; or
o upon termination of the underlying annuity contract.

The termination will not result in any increase in contract value equal to the
Guaranteed Amount. Upon effective termination of this Rider, the benefits and
charges within this Rider will terminate.

If you terminate the Rider, you must wait one year before you can re-elect any
Lincoln SmartSecurity (Reg. TM) Advantage, Lincoln Lifetime IncomeSM Advantage
or 4LATER (Reg. TM) Advantage or any other living benefit we are offering in
the future.

i4LIFE (Reg. TM) Advantage Option. Contractowners with an active Lincoln
SmartSecurity (Reg. TM) Advantage who decide to drop Lincoln SmartSecurity
(Reg. TM) Advantage and purchase i4LIFE (Reg. TM) Advantage can use any
remaining Guaranteed Amount to establish the Guaranteed Income Benefit under
the i4LIFE (Reg. TM) Advantage terms and charge in effect at the time of the
i4LIFE (Reg. TM) Advantage election. See i4LIFE (Reg. TM) Advantage.

Availability. The Lincoln SmartSecurity (Reg. TM) Advantage is available for
purchase with nonqualified and qualified (IRAs and Roth IRAs) annuity
contracts. All contractowners and the annuitant of the contracts with the
Lincoln SmartSecurity (Reg. TM) Advantage - 1 Year Automatic Step-up option and
contractowners of qualified annuity contracts with the Lincoln SmartSecurity
(Reg. TM) Advantage - 5 Year Elective Step-up option must be under age 81 at
the time this Rider is elected. You cannot elect the Rider on or after the
purchase of i4LIFE (Reg. TM) Advantage or 4LATER (Reg. TM) Advantage or on or
after the Annuity Commencement Date.

There is no guarantee that the Lincoln SmartSecurity (Reg. TM) Advantage will
be available for new purchasers in the future as we reserve the right to
discontinue this benefit at any time. The availability of this Rider will
depend upon your state's approval of this Rider. Check with your investment
representative regarding availability.

i4LIFE (Reg. TM) Advantage

i4LIFE (Reg. TM) Advantage (the Variable Annuity Payout Option Rider in your
contract) is an optional annuity payout rider you may purchase at an additional
cost and is separate and distinct from other annuity payout options offered
under your contract and described later in this prospectus. You may also
purchase either the i4LIFE (Reg. TM) Advantage Guaranteed Income Benefit or the
4LATER (Reg. TM) Guaranteed Income Benefit (described below) for an additional
charge. See Charges and Other Deductions - i4LIFE (Reg. TM) Advantage Charges.

i4LIFE (Reg. TM) Advantage is a payout option that provides you with variable,
periodic regular income payments for life. These payouts are made during an
Access Period, where you have access to the Account Value. After the Access
Period ends, payouts continue for the rest of your life, during the Lifetime
Income Period. i4LIFE (Reg. TM) Advantage is different from other annuity
payout options provided by Lincoln because with i4LIFE (Reg. TM) Advantage, you
have the ability to make additional withdrawals or surrender the contract
during the Access Period. You may also purchase the Guaranteed Income Benefit
which provides a minimum payout floor for your regular income payments. The
initial regular income payment is calculated from the Account Value on the
periodic income commencement date, a date no more than 14 days prior to the
date you select to begin receiving the regular income payments. This option is
available on non-qualified annuities, IRAs and Roth IRAs (check with your
registered representative regarding availability with SEP market). This option,
when available in your state, is subject to a charge (imposed only during the
i4LIFE (Reg. TM) Advantage payout phase) computed daily on the average account
value. See Charges and Other Deductions - i4LIFE (Reg. TM) Advantage Charges.

i4LIFE (Reg. TM) Advantage is available for contracts with a contract value of
at least $50,000 and may be elected at the time of application or at any time
before an annuity payout option is elected by sending a written request to our
Home Office. If you purchased 4LATER (Reg. TM) Advantage, you must wait at
least one year before you can purchase i4LIFE (Reg. TM) Advantage. When you
elect i4LIFE (Reg. TM) Advantage, you must choose the annuitant, secondary
life, if applicable, and make several choices about your regular income
payments. The annuitant and secondary life may not be changed after i4LIFE
(Reg. TM) Advantage is elected. For qualified contracts, the secondary life
must be the spouse. See i4LIFE (Reg. TM) Advantage Death Benefits regarding the
impact of a change to the annuitant prior to the i4LIFE (Reg. TM) Advantage
election.

i4LIFE (Reg. TM) Advantage for IRA annuity contracts is only available if the
annuitant and secondary life, if applicable, are age 591/2 or older at the time
the option is elected. i4LIFE (Reg. TM) Advantage must be elected by age 85 on
qualified contracts. Additional limitations on issue ages and features may be
necessary to comply with the IRC provisions for required minimum distributions.
Additional purchase payments may be made during the Access Period for an IRA
annuity contract, unless the 4LATER (Reg. TM) Advantage Guaranteed Income
Benefit or i4LIFE (Reg. TM) Advantage Guaranteed Income Benefit has been
elected.

Additional purchase payments will not be accepted once i4LIFE (Reg. TM)
Advantage becomes effective for a non-qualified annuity contract.

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

When you elect i4LIFE (Reg. TM) Advantage you must select a death benefit
option. Once i4LIFE (Reg. TM) Advantage begins, any prior death benefit
election will terminate and the i4LIFE (Reg. TM) Advantage death benefit will
be in effect. Existing contractowners, with the Account Value death benefit,
who elect i4LIFE (Reg. TM) Advantage must choose the i4LIFE (Reg. TM) Advantage
Account Value death benefit. The amount paid under the new death benefit may be
less than the amount that would have been paid under the death benefit provided
before i4LIFE (Reg. TM) Advantage began. See The Contracts - i4LIFE (Reg. TM)
Advantage Death Benefits.

of your life (or the Secondary Life if applicable) and you will no longer be
able to make withdrawals or surrenders or receive a death benefit. If your
Account Value is reduced to zero because of withdrawals or market loss, your
Access Period ends.

We will establish the minimum (currently 5 years) and maximum (currently to age
115 for non-qualified contracts; to age 100 for qualified contracts) Access
Periods at the time you elect i4LIFE (Reg. TM) Advantage. Generally, shorter
Access Periods will produce a higher initial regular income payment than longer
Access Periods. At any time during the Access Period, and subject to the rules
in effect at that time, you may extend or shorten the Access Period by sending
us notice. Currently, if you extend the Access Period, it must be extended at
least 5 years. If you change the Access Period, subsequent regular income
payments will be adjusted accordingly, and the Account Value remaining at the
end of the new Access Period will be applied to continue regular income
payments for your life. Additional limitations on issue ages and features may
be necessary to comply with the IRC provisions for required minimum
distributions. We may reduce or terminate the Access Period for IRA i4LIFE
(Reg. TM) Advantage contracts in order to keep the regular income payments in
compliance with IRC provisions for required minimum distributions. The minimum
Access Period requirements for Guaranteed Income Benefits are longer than the
requirements for i4LIFE (Reg. TM) Advantage without a Guaranteed Income
Benefit. Shortening the Access Period will terminate the Guaranteed Income
Benefit. See The Contracts - Guaranteed Income Benefit with i4LIFE (Reg. TM)
Advantage.

Account Value. The initial Account Value is the contract value on the valuation
date i4LIFE (Reg. TM) Advantage is effective, less any applicable premium
taxes. During the Access Period, the Account Value will be increased/decreased
by any investment gains/losses including interest credited on the fixed
account, and will be reduced by regular income payments made and any
withdrawals taken. After the Access Period ends, the remaining Account Value
will be applied to continue regular income payments for your life and the
Account Value will be reduced to zero.

Regular income payments during the Access Period. i4LIFE (Reg. TM) Advantage
provides for variable, periodic regular income payments for as long as an
annuitant (or secondary life, if applicable) is living and access to your
Account Value during the Access Period. When you elect i4LIFE (Reg. TM)
Advantage, you will have to choose the date you will receive the initial
regular income payment, the frequency of the payments (monthly, quarterly,
semi-annually or annually), how often the payment is recalculated, the length
of the Access Period and the assumed investment return. These choices will
influence the amount of your regular income payments. Regular income payments
must begin within one year of the date you elect i4LIFE (Reg. TM) Advantage.

If you do not choose a payment frequency, the default is a monthly frequency.
In most states, you may also elect to have regular income payments from
non-qualified contracts recalculated only once each year rather than
recalculated at the time of each payment. This results in level regular income
payments between recalculation dates. Qualified contracts are only recalculated
once per year, at the beginning of each calendar year. You also choose the
assumed investment return. Return rates of 3%, 4%, 5%, or 6% may be available.
The higher the assumed investment return you choose, the higher your initial
regular income payment will be and the higher the return must be to increase
subsequent regular income payments. You also choose the length of the Access
Period. At this time, changes can only be made on periodic income commencement
date anniversaries.

Regular income payments are not subject to any surrender charges or applicable
interest adjustments. See Charges and Other Deductions. For information
regarding income tax consequences of regular income payments, see Federal Tax
Matters.

The amount of the initial regular income payment is determined on the periodic
income commencement date by dividing the contract value (or purchase payment if
elected at contract issue), less applicable premium taxes by 1000 and
multiplying the result by an annuity factor. The annuity factor is based upon:
o the age and sex of the annuitant and secondary life, if applicable;
o the length of the Access Period selected;
o the frequency of the regular income payments;
o the assumed investment return you selected; and
o the Individual Annuity Mortality table specified in your contract.

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

regular income payment will increase at a rate approximately equal to the
amount of such excess. Conversely, if the actual net investment return for the
contract is less than the assumed investment return, the regular income payment
will decrease. For example, if net investment return is 3% higher (annualized)
than the assumed investment return, the regular income payment for the next
year will increase by approximately 3%. Conversely, if actual net investment
return is 3% lower than the assumed investment return, the regular income
payment will decrease by approximately 3%.

Withdrawals made during the Access Period will also reduce the Account Value
that is available for regular income payments, and subsequent regular income
payments will be reduced in the same proportion that withdrawals reduce the
Account Value.

For a joint life option, if either the annuitant or secondary life dies during
the Access Period, regular income payments will be recalculated using a revised
annuity factor based on the single surviving life, if doing so provides a
higher regular income payment.

For nonqualified contracts, if the annuitant and secondary life, if applicable,
both die during the Access Period, the annuity factor will be revised for a
non-life contingent regular income payment and regular income payments will
continue until the Account Value is fully paid out and the Access Period ends.
For qualified contracts, if the annuitant and secondary life, if applicable,
both die during the Access Period, i4LIFE (Reg. TM) Advantage (and the
Guaranteed Income Benefit if applicable) will terminate.

Regular income payments during the Lifetime Income Period. The Lifetime Income
Period begins at the end of the Access Period if either the annuitant or
secondary life is living. Your earlier elections regarding the frequency of
regular income payments, assumed investment return and the frequency of the
recalculation do not change. The initial regular income payment during the
Lifetime Income Period is determined by dividing the Account Value on the last
valuation date of the Access Period by 1000 and multiplying the result by an
annuity factor revised to reflect that the Access Period has ended. The annuity
factor is based upon:
o the age and sex of the annuitant and secondary life (if living);
o the frequency of the regular income payments;
o the assumed investment return you selected; and
o the Individual Annuity Mortality table specified in your contract.

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

Regular income payments will continue for as long as the annuitant or secondary
life, if applicable, is living, and will continue to be adjusted for investment
performance of the subaccounts your annuity units are invested in (and the
fixed account if applicable). Regular income payments vary with investment
performance.

During the lifetime income period, there is no longer an Account Value;
therefore, no withdrawals are available and no death benefit is payable. In
addition, transfers are not allowed from a fixed annuity payment to a variable
annuity payment.

i4LIFE (Reg. TM) Advantage Death Benefits

i4LIFE (Reg. TM) Advantage Account Value Death Benefit. The i4LIFE (Reg. TM)
Advantage Account Value death benefit is available during the Access Period.
This death benefit is equal to the Account Value as of the valuation date on
which we approve the payment of the death claim. You may not change this death
benefit once it is elected.

i4LIFE (Reg. TM) Advantage Guarantee of Principal Death Benefit. The i4LIFE
(Reg. TM) Advantage Guarantee of Principal death benefit is available during
the Access Period and will be equal to the greater of:
o the Account Value as of the valuation date we approve the payment of the
claim; or
o the sum of all purchase payments, less the sum of regular income payments
and other withdrawals where:
o regular income payments, including withdrawals to provide the Guaranteed
Income Benefits, reduce the death benefit by the dollar amount of the
payment; and
o all other withdrawals, if any, reduce the death benefit in the same
proportion that withdrawals reduce the contract value or Account Value.

In a declining market, withdrawals which are deducted in the same proportion
that withdrawals reduce the contract or Account Value, may have a magnified
effect on the reduction of the death benefit payable. All references to
withdrawals include deductions for applicable charges and premium taxes, if
any.

The following example demonstrates the impact of a proportionate withdrawal on
your death benefit:

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

Death Benefit Value after i4LIFE (Reg. TM) regular income payment =
$200,000 - $25,000 = $175,000
Death Benefit Value after additional withdrawal = $175,000 - $17,500 =
$157,500
Reduction in Death Benefit Value for Withdrawal = $175,000 X 10% = $17,500

The regular income payments reduce the death benefit by $25,000 and the
additional withdrawal causes a 10% reduction in the death benefit, the same
percentage that the withdrawal reduced the Account Value.

During the Access Period, contracts with the i4LIFE (Reg. TM) Advantage
Guarantee of Principal death benefit may elect to change to the i4LIFE (Reg.
TM) Advantage Account Value death benefit. We will effect the change in death
benefit on the valuation date we receive a completed election form at our Home
office, and we will begin deducting the lower i4LIFE (Reg. TM) Advantage charge
at that time. Once the change is effective, you may not elect to return to the
i4LIFE (Reg. TM) Advantage Guarantee of Principal death benefit.

i4LIFE (Reg. TM) Advantage EGMDB. The i4LIFE (Reg. TM) Advantage EGMDB is only
available during the Access Period. This benefit is the greatest of:
o the Account Value as of the valuation date on which we approve the payment
of the claim; or
o the sum of all purchase payments, less the sum of regular income payments
and other withdrawals where:
o regular income payments, including withdrawals to provide the Guaranteed
Income Benefit, reduce the death benefit by the dollar amount of the
payment or in the same proportion that regular income payments reduce the
Account Value, depending on the terms of your contract; and
o all other withdrawals, if any, reduce the death benefit in the same
proportion that withdrawals reduce the contract value or Account Value.

References to purchase payments and withdrawals include purchase payments and
withdrawals made prior to the election of i4LIFE (Reg. TM) Advantage if your
contract was in force with the Guarantee of Principal or greater death benefit
option prior to that election; or
o the highest Account Value or contract value on any contract anniversary date
(including the inception date of the contract) after the EGMDB is effective
(determined before the allocation of any purchase payments on that contract
anniversary) prior to the 81st birthday of the deceased and prior to the
date of death. The highest Account Value or contract value is increased by
purchase payments and is decreased by regular income payments, including
withdrawals to provide the Guaranteed Income Benefits and all other
withdrawals subsequent to the anniversary date on which the highest Account
Value or contract value is obtained. Regular income payments and
withdrawals are deducted in the same proportion that regular income
payments and withdrawals reduce the contract value or Account Value.

When determining the highest anniversary value, if you elected the EGMDB (or
more expensive death benefit option) prior to electing i4LIFE (Reg. TM)
Advantage and this death benefit was in effect when you purchased i4LIFE (Reg.
TM) Advantage, we will look at the contract value before i4LIFE (Reg. TM)
Advantage and the Account Value after the i4LIFE (Reg. TM) Advantage election
to determine the highest anniversary value.

In a declining market, withdrawals which are deducted in the same proportion
that withdrawals reduce the Account Value, may have a magnified effect on the
reduction of the death benefit payable. All references to withdrawals include
deductions for applicable charges and premium taxes, if any.

Contracts with the i4LIFE (Reg. TM) Advantage EGMDB may elect to change to the
i4LIFE (Reg. TM) Advantage Guarantee of Principal or i4LIFE (Reg. TM) Advantage
Account Value death benefit. We will effect the change in death benefit on the
valuation date we receive a completed election form at our Home office, and we
will begin deducting the lower i4LIFE (Reg. TM) Advantage charge at that time.
Once the change is effective, you may not elect to return to the i4LIFE (Reg.
TM) Advantage EGMDB.

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

If there is a change in the contractowner, joint owner or annuitant during the
life of the contract, for any reason other than death, the only death benefit
payable for the new person will be the i4LIFE (Reg. TM) Advantage Account Value
death benefit.

For non-qualified contracts, upon the death of the contractowner, joint owner
or annuitant, the contractowner (or beneficiary) may elect to terminate the
contract and receive full payment of the death benefit or may elect to continue
the contract and receive regular income payments. Upon the death of the
secondary life, who is not also an owner, only the surrender value is paid.

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

The value of the death benefit will be determined as of the valuation date we
approve the payment of the claim. Approval of payment will occur upon our
receipt of all the following:

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

2. written authorization for payment; and

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

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

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

Guaranteed Income Benefit with i4LIFE (Reg. TM) Advantage

There is a Guaranteed Income Benefit available for purchase when you elect
i4LIFE (Reg. TM) Advantage which ensures that your regular income payments will
never be less than a minimum payout floor, regardless of the actual investment
performance of your contract. See Charges and Other Deductions for a discussion
of the i4LIFE (Reg. TM) Advantage Guaranteed Income Benefit charge.

As discussed below, certain features of the Guaranteed Income Benefit may be
impacted if you purchased Lincoln SmartSecurity (Reg. TM) Advantage or Lincoln
Lifetime IncomeSM Advantage (withdrawal benefit riders) prior to electing
i4LIFE (Reg. TM) Advantage with the Guaranteed Income Benefit (annuity payout
rider). Refer to the 4LATER (Reg. TM) section of this prospectus for a
discussion of the 4LATER (Reg. TM) Guaranteed Income Benefit.

Once the Guaranteed Income Benefit is elected, additional purchase payments
cannot be made to the contract. Election of this rider will limit how much you
can invest in certain subaccounts. See the Contracts - Investment Requirements
- - Option 2.

There is no guarantee that the i4LIFE (Reg. TM) Guaranteed Income Benefit
option will be available to elect in the future, as we reserve the right to
discontinue this option for new elections at any time. In addition, we may make
different versions of the Guaranteed Income Benefit available to new purchasers
or may create different versions for use with various Living Benefit riders.
However, a contractowner with the Lincoln Lifetime IncomeSM Advantage who
decides to drop Lincoln Lifetime IncomeSM Advantage to purchase i4LIFE (Reg.
TM) Advantage will be guaranteed the right to purchase the Guaranteed Income
Benefit under the terms set forth in the Lincoln Lifetime IncomeSM Advantage
rider.

i4LIFE (Reg. TM) Guaranteed Income Benefit, if available, is purchased when you
elect i4LIFE (Reg. TM) Advantage or anytime during the Access Period. If you
intend to use the Guaranteed Amount from either the Lincoln SmartSecurity (Reg.
TM) Advantage or the Lincoln Lifetime IncomeSM Advantage riders to establish
the Guaranteed Income Benefit, you must elect the Guaranteed Income Benefit at
the time you elect i4LIFE (Reg. TM) Advantage.

The Guaranteed Income Benefit is initially equal to 75% of the regular income
payment (which is based on your Account Value as defined in the i4LIFE (Reg.
TM) Advantage rider section) in effect at the time the Guaranteed Income
Benefit is elected. Contractowners who purchased the Lincoln SmartSecurity
(Reg. TM) Advantage or Lincoln Lifetime IncomeSM Advantage can use the
remaining Guaranteed Amount (if greater than the contract value) at the time
the Guaranteed Income Benefit is determined, to increase the Guaranteed Income
Benefit. The Guaranteed Income Benefit will be increased by the ratio of the
remaining Guaranteed Amount to the contract value at the time the initial
i4LIFE (Reg. TM) Advantage payment is calculated. In other words, the
Guaranteed Income Benefit will equal 75% of the initial regular income payment
times the remaining Guaranteed Amount divided by the contract value, if the
Guaranteed Amount is greater than the contract value.

If the amount of your i4LIFE (Reg. TM) Advantage regular income payment has
fallen below the Guaranteed Income Benefit, because of poor investment results,
a payment equal to the i4LIFE (Reg. TM) Advantage Guaranteed Income Benefit is
the minimum payment you will receive. If the Guaranteed Income Benefit is paid,
it will be paid with the same frequency as your regular income payment. If your
regular income payment is less than the Guaranteed Income Benefit, we will
reduce the Account Value by the regular income payment plus an additional
amount equal to the difference between your regular income payment and the
Guaranteed Income Benefit (In other words, Guaranteed Income Benefit payments
reduce the Account Value by the entire amount of the Guaranteed Income Benefit
payment.)

(Regular income payments also reduce the Account Value). This withdrawal will
be made from the variable subaccounts and the fixed account on a pro-rata basis
according to your investment allocations.

If your Account Value reaches zero as a result of withdrawals to provide the
Guaranteed Income Benefit, we will continue to pay you an amount equal to the
Guaranteed Income Benefit. If your Account Value reaches zero, your Access
Period will end and your Lifetime Income Period will begin. If your Account
Value equals zero, no death benefit will be paid. Additional amounts withdrawn
from the Account Value to provide the Guaranteed Income Benefit may terminate
your Access Period earlier than originally scheduled, and will reduce your
death benefit. See i4LIFE (Reg. TM) Advantage Death Benefits. After the Access
Period ends, we will continue to pay the Guaranteed Income Benefit for as long
as the annuitant (or the secondary life, if applicable) is living. If the
market performance in your contract is sufficient to provide regular income
payments at a level that exceeds the Guaranteed Income Benefit, the Guaranteed
Income Benefit will never come into effect.

The following example illustrates how poor investment performance, which
results in a Guaranteed Income Benefit payment affects the i4LIFE (Reg. TM)
Account Value:

o i4LIFE (Reg. TM) Account Value before market decline $135,000
o i4LIFE (Reg. TM) Account Value after market decline $100,000
o Guaranteed Income Benefit $ 810
o Regular Income Payment after market decline $ 769
o Account Value after market decline and Guaranteed $ 99,190
Income Benefit payment

The contractowner receives an amount equal to the Guaranteed Income Benefit.
The entire amount of the Guaranteed Income Benefit is deducted from the Account
Value.

The Guaranteed Income Benefit will automatically Step-Up every year on the
periodic income commencement date anniversary to 75% of the current regular
income payment, if that result is greater than the immediately prior Guaranteed
Income Benefit. The i4LIFE (Reg. TM) Guaranteed Income Benefit percentage
charge may increase subject to the guaranteed maximum charge of 1.50% each time
the Guaranteed Income Benefit increases as a result of the annual automatic
step-up. Therefore, your percentage charge for the Guaranteed Income Benefit
could increase on every periodic income commencement date anniversary. If your
percentage charge is increased, you may ask us to reverse the step-up by giving
us notice within 30 days after the periodic income commencement anniversary. If
we receive this notice, we will decrease your Guaranteed Income Benefit and
percentage charge to the amounts they were before the step-up occurred.
Increased fees collected during the 30 day period will be refunded into your
contract. This reversal will only apply for this particular automatic annual
step-up. You will need to notify us each time the percentage charge increases
if you do not want the automatic annual step-up. i4LIFE (Reg. TM) Advantage
charges are in addition to the Guaranteed Income Benefit charges.

The i4LIFE (Reg. TM) Advantage Guaranteed Income Benefit is reduced by
withdrawals (other than regular income payments) in the same proportion that
the withdrawals reduce the Account Value. See General i4LIFE (Reg. TM)
Provisions for an example.

Impacts to i4LIFE (Reg. TM) Advantage Regular Income Payments. When you select
the i4LIFE (Reg. TM) Advantage Guaranteed Income Benefit, certain restrictions
will apply to your contract:
o A 4% assumed investment return (AIR) will be used to calculate the regular
income payments.
o The minimum Access Period required for this benefit is the longer of 15
years or the difference between your age (nearest birthday) and age 85.
o The maximum Access Period available for this benefit is to age 115 for
non-qualified contracts; to age 100 for qualified contracts.

If you choose to lengthen your Access Period, (which must be increased by a
minimum of 5 years) thereby reducing your regular income payment, your i4LIFE
(Reg. TM) Advantage Guaranteed Income Benefit will also be reduced. The i4LIFE
(Reg. TM) Advantage Guaranteed Income Benefit will be reduced in proportion to
the reduction in the regular income payment. If you choose to shorten your
Access Period, the i4LIFE (Reg. TM) Advantage Guaranteed Income Benefit will
terminate. Refer to the Example in the 4LATER (Reg. TM) Guaranteed Income
Benefit section.

The i4LIFE (Reg. TM) Advantage Guaranteed Income Benefit will terminate due to
any of the following events:
o the death of the annuitant (or the later of the death of the annuitant or
secondary life if a joint payout was elected); or
o a contractowner requested decrease in the Access Period or a change to the
periodic income payment frequency; or
o upon written notice to us; or
o assignment of the contract.

specified. If you used your Lincoln Lifetime IncomeSM Advantage Guaranteed
Amount to establish the Guaranteed Income Benefit, you must keep i4LIFE (Reg.
TM) Advantage and the Guaranteed Income Benefit in effect for at least 3 years.

If you terminate the i4LIFE (Reg. TM) Advantage Guaranteed Income Benefit you
may be able to re-elect it, if available, after one year. The election will be
treated as a new purchase, subject to the terms and charges in effect at the
time of election and the i4LIFE (Reg. TM) Advantage regular income payments
will be recalculated. The i4LIFE (Reg. TM) Advantage Guaranteed Income Benefit
will be based on the Account Value at the time of the election.

Lincoln Lifetime Income (Reg. TM) Advantage Guaranteed Income Benefit.
Contractowners with the Lincoln Lifetime IncomeSM Advantage rider who purchase
the Guaranteed Income Benefit are provided the following guarantees which are
set forth in the Lincoln Lifetime IncomeSM Advantage rider:

a) Maximum charge for the Guaranteed Income Benefit

b) guaranteed annuity factors.

General i4LIFE (Reg. TM) Provisions

Withdrawals. You may request a withdrawal at any time prior to or during the
Access Period. We reduce the Account Value by the amount of the withdrawal, and
all subsequent regular income payments and Guaranteed Income Benefit payments,
if applicable, will be reduced proportionately. Withdrawals may have tax
consequences. See Federal Tax Matters. Withdrawals are subject to any
applicable surrender charges except when amounts may be withdrawn free of
surrender charges. See Charges and Other Deductions. The interest adjustment
may apply.

The following example demonstrates the impact of a withdrawal on the regular
income payments and the Guaranteed Income Benefit payments:

o i4LIFE (Reg. TM) Regular Income Payment before Withdrawal $ 1,200
o Guaranteed Income Benefit before Withdrawal $ 900
o Account Value at time of Additional Withdrawal $150,000
o Additional Withdrawal $ 15,000 (a 10% withdrawal)

Reduction in i4LIFE (Reg. TM) Regular Income payment for Withdrawal =
$1,200 X 10 % = $120
i4LIFE (Reg. TM) Regular Income payment after Withdrawal = $1,200 - $120 =
$1,080

Reduction in Guaranteed Income Benefit for Withdrawal = $900 X 10% = $90
Guaranteed Income Benefit after Withdrawal = $900 - $90 = $810

Surrender. At any time prior to or during the Access Period, you may surrender
the contract by withdrawing the surrender value. If the contract is
surrendered, the contract terminates and no further regular income payments
will be made. Withdrawals are subject to any applicable surrender charges
except when amounts may be withdrawn free of surrender charges. See Charges and
Other Deductions. The interest adjustment may apply.

Termination. For IRA annuity contracts, you may terminate i4LIFE (Reg. TM)
Advantage prior to the end of the Access Period by notifying us in writing. The
termination will be effective on the next valuation date after we receive the
notice and your contract will return to the accumulation phase. Your i4LIFE
(Reg. TM) Advantage death benefit will terminate and you may choose the
Guarantee of Principal (if you had the i4LIFE (Reg. TM) Advantage Guarantee of
Principal death benefit) or Account Value death benefit options. Upon
termination, we will stop assessing the charge for i4LIFE (Reg. TM) Advantage
and begin assessing the mortality and expense risk charge and administrative
charge associated with the new death benefit option. Your contract value upon
termination will be equal to the Account Value on the valuation date we
terminate i4LIFE (Reg. TM) Advantage.

For non-qualified contracts, you may not terminate i4LIFE (Reg. TM) Advantage
once you have elected it.

4LATER (Reg. TM) Advantage

4LATER (Reg. TM) Advantage is a rider that is available to protect against
market loss by providing you with a method to receive a minimum payout from
your annuity. The rider provides an Income Base (described below) prior to the
time you begin taking payouts from your annuity. If you elect 4LATER (Reg. TM)
Advantage, you must elect i4LIFE (Reg. TM) with the 4LATER (Reg. TM) Guaranteed
Income Benefit to receive a benefit from 4LATER (Reg. TM) Advantage. Election
of these riders may limit how much you can invest in certain subaccounts. See
The Contracts-Investment Requirements. See Charges and Other Deductions for a
discussion of the 4LATER (Reg. TM) Advantage charge.

4LATER (Reg. TM) Advantage Before Payouts Begin

The following discussion applies to 4LATER (Reg. TM) Advantage during the
accumulation phase of your annuity, referred to as 4LATER (Reg. TM). This is
prior to the time any payouts begin under i4LIFE (Reg. TM) Advantage with the
4LATER (Reg. TM) Guaranteed Income Benefit.

Income Base. The Income Base is a value established when you purchase 4LATER
(Reg. TM) and will only be used to calculate the minimum payouts available
under your contract at a later date. The Income Base is not available for
withdrawals or as a death benefit. If you elect 4LATER (Reg. TM) at the time
you purchase the contract, the Income Base initially equals the purchase
payments. If you elect 4LATER (Reg. TM) after we issue the contract, the Income
Base will initially equal the contract value on the 4LATER (Reg. TM) Effective
Date. Additional purchase payments automatically increase the Income Base by
the amount of the purchase payments. Additional purchase payments will not be
allowed if the contract value is zero. Each withdrawal reduces the Income Base
in the same proportion as the amount withdrawn reduces the contract value on
the valuation date of the withdrawal.

As described below, during the accumulation phase, the Income Base will be
automatically enhanced by 15% (adjusted for additional purchase payments and
withdrawals as described in the Future Income Base section below) at the end of
each Waiting Period. In addition, after the Initial Waiting Period, you may
elect to reset your Income Base to the current contract value if your contract
value has grown beyond the 15% enhancement. You may elect this reset on your
own or you may choose to have Lincoln Life automatically reset the Income Base
for you at the end of each Waiting Period. These reset options are discussed
below. Then, when you are ready to elect i4LIFE (Reg. TM) Advantage and
establish the 4LATER (Reg. TM) Guaranteed Income Benefit, the Income Base (if
higher than the contract value) is used in the 4LATER (Reg. TM) Advantage
Guaranteed Income Benefit calculation.

Waiting Period. The Waiting Period is each consecutive 3-year period which
begins on the 4LATER (Reg. TM) Effective Date, or on the date of any reset of
the Income Base to the contract value. At the end of each completed Waiting
Period, the Income Base is increased by 15% (as adjusted for purchase payments
and withdrawals) to equal the Future Income Base as discussed below. The
Waiting Period is also the amount of time that must pass before the Income Base
can be reset to the current contract value. A new Waiting Period begins after
each reset and must be completed before the next 15% enhancement or another
reset occurs.

Future Income Base. 4LATER (Reg. TM) provides a 15% automatic enhancement to
the Income Base after a 3-year Waiting Period. This enhancement will continue
every 3 years until i4LIFE (Reg. TM) Advantage is elected, you terminate 4LATER
(Reg. TM) or you reach the Maximum Income Base. See Maximum Income Base. During
the Waiting Period, the Future Income Base is established to provide the value
of this 15% enhancement on the Income Base. After each 3-year Waiting Period is
satisfied, the Income Base is increased to equal the value of the Future Income
Base. The 4LATER (Reg. TM) charge will then be assessed on this newly adjusted
Income Base, but the percentage charge will not change.

Any purchase payment made after the 4LATER (Reg. TM) Effective Date, but within
90 days of the contract effective date, will increase the Future Income Base by
the amount of the purchase payment, plus 15% of that purchase payment.

Example:

Initial Purchase Payment $100,000
Purchase Payment 60 days later $ 10,000
--------
Income Base $110,000
Future Income Base (during the 1st Waiting Period) $126,500 ($110,000 x 115%)
Income Base (after 1st Waiting Period) $126,500
New Future Income Base (during 2nd Waiting Period) $145,475 ($126,500 x 115%)

Any purchase payments made after the 4LATER (Reg. TM) Effective Date and more
than 90 days after the contract effective date will increase the Future Income
Base by the amount of the purchase payment plus 15% of that purchase payment on
a pro-rata basis for the number of full years remaining in the current Waiting
Period.

Example:

Income Base $100,000
Purchase Payment in Year 2 $ 10,000
New Income Base $110,000
--------
Future Income Base (during 1st Waiting Period-Year 2) $125,500 ($100,000 x 115%) + ($10,000 x 100%) +
(10,000 x 15% x 1/3)
Income Base (after 1st Waiting Period) $125,500
New Future Income Base (during 2nd Waiting Period) $144,325 (125,500 x 115%)

Withdrawals reduce the Future Income Base in the same proportion as the amount
withdrawn reduces the contract value on the valuation date of the withdrawal.

During any subsequent Waiting Periods, if you elect to reset the Income Base to
the contract value, the Future Income Base will equal 115% of the contract
value on the date of the reset and a new Waiting Period will begin. See Resets
of the Income Base to the current contract value below.

In all situations, the Future Income Base is subject to the Maximum Income Base
described below. The Future Income Base is never available to the contractowner
to establish a 4LATER (Reg. TM) Advantage Guaranteed Income Benefit, but is the
value the Income Base will become at the end of the Waiting Period.

Maximum Income Base. The Maximum Income Base is equal to 200% of the Income
Base on the 4LATER (Reg. TM) Effective Date. The Maximum Income Base will be
increased by 200% of any additional purchase payments. In all circumstances,
the Maximum Income Base can never exceed $10,000,000. This maximum takes into
consideration the combined Income Bases for all Lincoln Life contracts (or
contracts issued by our affiliates) owned by you or on which you are the
annuitant.

After a reset to the current contract value, the Maximum Income Base will equal
200% of the contract value on the valuation date of the reset not to exceed
$10,000,000.

Each withdrawal will reduce the Maximum Income Base in the same proportion as
the amount withdrawn reduces the contract value on the valuation date of the
withdrawal.

Example:

Income Base $100,000 Maximum Income Base $200,000
Purchase Payment in Year 2 $ 10,000 Increase to Maximum Income Base $ 20,000
New Income Base $110,000 New Maximum Income Base $220,000
Future Income Base after Purchase $125,500 Maximum Income Base $220,000
Payment

Income Base (after 1st Waiting $125,500
Period)
Future Income Base (during 2nd $144,325 Maximum Income Base $220,000
Waiting Period)

Contract Value in Year 4 $112,000
Withdrawal of 10% $ 11,200

After Withdrawal (10% adjustment)
- -----------------------------------------
Contract Value $100,800
Income Base $112,950
Future Income Base $129,892 Maximum Income Base $198,000

Resets of the Income Base to the current contract value ("Resets"). You may
elect to reset the Income Base to the current contract value at any time after
the initial Waiting Period following: (a) the 4LATER (Reg. TM) Effective Date
or (b) any prior reset of the Income Base. Resets are subject to a maximum of
$10,000,000 and the annuitant must be under age 81. You might consider
resetting the Income Base if your contract value has increased above the Income
Base (including the 15% automatic Enhancements) and you want to lock-in this
increased amount to use when setting the Guaranteed Income Benefit. If the
Income Base is reset to the contract value, the 15% automatic Enhancement will
not apply until the end of the next Waiting Period.

This reset may be elected by sending a written request to our Home office or by
specifying at the time of purchase that you would like us to administer this
reset election for you. If you want us to administer this reset for you, at the
end of each 3-year Waiting Period, if the contract value is higher than the
Income Base (after the Income Base has been reset to the Future Income Base),
we will implement this election and the Income Base will be equal to the
contract value on that date. We will notify you that a reset has occurred. This
will continue until you elect i4LIFE (Reg. TM) Advantage, the annuitant reaches
age 81, or you reach the Maximum Income Base. If we administer this reset
election for you, you have 30 days after the election to notify us if you wish
to reverse this election and have your Income Base increased to the Future
Income Base instead. You may wish to reverse this election if you are not
interested in the increased charge. If the contract value is less than the
Income Base on any reset date, we will not administer this reset. We will not
attempt to administer another reset until the end of the next 3-year Waiting
Period; however, you have the option to request a reset during this period by
sending a written request to our Home office.

At the time of each reset (whether you elect the reset or we administer the
reset for you), the annual charge will change to the current charge in effect
at the time of the reset, not to exceed the guaranteed maximum charge. At the
time of reset, a new Waiting Period will begin. Subsequent resets may be
elected at the end of each new Waiting Period. The reset will be effective on
the next valuation date after notice of the reset is approved by us.

We reserve the right to restrict resets to Benefit Year anniversaries. The
Benefit Year is the 12-month period starting with the 4LATER (Reg. TM)
Effective Date and starting with each anniversary of the 4LATER (Reg. TM)
Effective Date after that. If the contractowner elects to reset the Income
Base, the Benefit Year will begin on the effective date of the reset and each
anniversary of the effective date of the reset after that.

Eligibility. To purchase 4LATER (Reg. TM) Advantage, the annuitant must be age
80 or younger. If you plan to elect i4LIFE (Reg. TM) Advantage within three
years of the issue date of 4LATER (Reg. TM) Advantage, you will not receive the
benefit of the Future Income Base.

4LATER (Reg. TM) Rider Effective Date. If 4LATER (Reg. TM) is elected at
contract issue, then it will be effective on the contract's effective date. If
4LATER (Reg. TM) is elected after the contract is issued (by sending a written
request to our Home office), then it will be effective on the next valuation
date following approval by us.

4LATER (Reg. TM) Guaranteed Income Benefit

When you are ready to elect i4LIFE (Reg. TM) Advantage regular income payments,
the greater of the Income Base accumulated under 4LATER (Reg. TM) or the
contract value will be used to calculate the 4LATER (Reg. TM) Guaranteed Income
Benefit. The 4LATER (Reg. TM) Guaranteed Income Benefit is a minimum payout
floor for your i4LIFE (Reg. TM) Advantage regular income payments. See Charges
and Other Deductions for a discussion of the 4LATER (Reg. TM) Guaranteed Income
Benefit charge.

The Guaranteed Income Benefit will be determined by dividing the greater of the
Income Base or contract value (or Guaranteed Amount if applicable) on the
periodic income commencement date, by 1000 and multiplying the result by the
rate per $1000 from the Guaranteed Income Benefit Table in your 4LATER (Reg.
TM) Rider. If the contract value is used to establish the 4LATER (Reg. TM)
Guaranteed Income Benefit, this rate provides a Guaranteed Income Benefit not
less than 75% of the initial i4LIFE (Reg. TM) Advantage regular income payment
(which is also based on the contract value). If the Income Base is used to
establish the Guaranteed Income Benefit (because it is larger than the contract
value), the resulting Guaranteed Income Benefit will be more than 75% of the
initial i4LIFE (Reg. TM) Advantage regular income payment.

If the amount of your i4LIFE (Reg. TM) Advantage regular income payment (which
is based on your i4LIFE (Reg. TM) Advantage Account Value) has fallen below the
4LATER (Reg. TM) Guaranteed Income Benefit, because of poor investment results,
a payment equal to the 4LATER (Reg. TM) Guaranteed Income Benefit is the
minimum payment you will receive. If the 4LATER (Reg. TM) Guaranteed Income
Benefit is paid, it will be paid with the same frequency as your i4LIFE (Reg.
TM) Advantage regular income payment. If your regular income payment is less
than the 4LATER (Reg. TM) Guaranteed Income Benefit, we will reduce your i4LIFE
(Reg. TM) Advantage Account Value by the regular income payment plus an
additional amount equal to the difference between your regular income payment
and the 4LATER (Reg. TM) Guaranteed Income Benefit. This withdrawal from your
Account Value will be made from the subaccounts and the fixed account on a
pro-rata basis according to your investment allocations.

The following example illustrates how poor investment performance, which
results in a Guaranteed Income Benefit payment, affects the i4LIFE (Reg. TM)
Account Value:

If your Account Value reaches zero as a result of withdrawals to provide the
4LATER (Reg. TM) Guaranteed Income Benefit, we will continue to pay you an
amount equal to the 4LATER (Reg. TM) Guaranteed Income Benefit.

When your Account Value reaches zero, your i4LIFE (Reg. TM) Advantage Access
Period will end and the i4LIFE (Reg. TM) Advantage Lifetime Income Period will
begin. Additional amounts withdrawn from the Account Value to provide the
4LATER (Reg. TM) Guaranteed Income Benefit may terminate your Access Period
earlier than originally scheduled and will reduce your death benefit. See
i4LIFE (Reg. TM) Advantage Death Benefits. After the Access Period ends, we
will continue to pay the 4LATER (Reg. TM) Guaranteed Income Benefit for as long
as the annuitant (or the secondary life, if applicable) is living (i.e., the
i4LIFE (Reg. TM) Advantage Lifetime Income Period). If your Account Value
equals zero, no death benefit will be paid.

If the market performance in your contract is sufficient to provide regular
income payments at a level that exceeds the 4LATER (Reg. TM) Guaranteed Income
Benefit, the 4LATER (Reg. TM) Guaranteed Income Benefit will never come into
effect.

The 4LATER (Reg. TM) Advantage Guaranteed Income Benefit will automatically
step-up every three years to 75% of the then current regular income payment, if
that result is greater than the immediately prior 4LATER (Reg. TM) Guaranteed
Income Benefit. The step-up will occur on every third periodic income
commencement date anniversary for 15 years. At the end of a 15-year step-up
period, the contractowner may elect a new 15-year step-up period by submitting
a written request to the Home office. If you prefer, when you start the
Guaranteed Income Benefit, you can request that Lincoln Life administer this
election for you. At the time of a reset of the 15 year period, the charge for
the 4LATER (Reg. TM) Guaranteed Income Benefit will become the current charge
up to the guaranteed maximum charge of 1.50% (i4LIFE (Reg. TM) Advantage
charges are in addition to the Guaranteed Income Benefit charge). After we
administer this election, you have 30 days to notify us if you wish to reverse
the election (because you do not wish to incur the additional cost).

Additional purchase payments cannot be made to your contract after the periodic
income commencement date. The 4LATER (Reg. TM) Guaranteed Income Benefit is
reduced by withdrawals (other than regular income payments) in the same
proportion that the withdrawals reduce the Account Value. You may want to
discuss the impact of additional withdrawals with your financial adviser.

Impacts to i4LIFE (Reg. TM) Advantage Regular Income Payments. At the time you
elect i4LIFE (Reg. TM) Advantage, you also select the Access Period. See i4LIFE
(Reg. TM) Advantage - Access Period. Generally, shorter Access Periods will
produce a higher initial i4LIFE (Reg. TM) Advantage regular income payment and
higher Guaranteed Income Benefit payments than longer Access Periods. The
minimum Access Period required with the 4LATER (Reg. TM) Guaranteed Income
Benefit is the longer of 15 years or the difference between your current age
(nearest birthday) and age 85. (Note: i4LIFE (Reg. TM) Advantage may allow a
shorter Access Period if a Guaranteed Income Benefit is not provided.)

If you choose to lengthen your Access Period at a later date, thereby
recalculating and reducing your regular income payment, your 4LATER (Reg. TM)
Guaranteed Income Benefit will also be recalculated and reduced. The 4LATER
(Reg. TM) Guaranteed Income Benefit will be adjusted in proportion to the
reduction in the regular income payment. If you choose to shorten your Access
Period, the 4LATER (Reg. TM) Rider will terminate.

When you make your 4LATER (Reg. TM) Guaranteed Income Benefit and i4LIFE (Reg.
TM) Advantage elections, you must also choose an assumed investment return of
4% to calculate your i4LIFE (Reg. TM) Advantage regular income payments. Once
you have elected 4LATER (Reg. TM), the assumed investment return rate will not
change; however, we may change the required assumed investment return rate in
the future for new purchasers only.

The following is an example of what happens when you extend the Access Period:

Assume:
i4LIFE (Reg. TM) Advantage remaining Access Period = 10 years
Current i4LIFE (Reg. TM) Advantage regular income payment = $6375
Current 4LATER (Reg. TM) Guaranteed Income Benefit = $5692

Extend Access Period 5 years:
i4LIFE (Reg. TM) Advantage regular income payment after extension = $5355
Percentage change in i4LIFE (Reg. TM) Advantage regular income payment =
$5355 - $6375 = 84%
New 4LATER (Reg. TM) Guaranteed Income Benefit = $5692 x 84% = $4781

General Provisions of 4LATER (Reg. TM) Advantage

Termination. After the later of the third anniversary of the 4LATER (Reg. TM)
Rider Effective Date or the most recent Reset, the 4LATER (Reg. TM) Rider may
be terminated upon written notice to us. Prior to the periodic income
commencement date, 4LATER (Reg. TM) will automatically terminate upon any of
the following events:
o termination of the contract to which the 4LATER (Reg. TM) Rider is attached;
o the change of or the death of the annuitant (except if the surviving spouse
assumes ownership of the contract and the role of the annuitant upon death
of the contractowner); or
o the change of contractowner (except if the surviving spouse assumes
ownership of the contract and the role of annuitant upon the death of the
contractowner), including the assignment of the contract.

After the periodic income commencement date, the 4LATER (Reg. TM) Rider will
terminate due to any of the following events:
o the death of the annuitant (or the later of the death of the annuitant or
secondary life if a joint payout was elected); or
o a contractowner requested decrease in the Access Period or a change to the
regular income payment frequency.

A termination due to a decrease in the Access Period, a change in the regular
income payment frequency, or upon written notice from the contractowner will be
effective as of the valuation date on the next periodic income commencement
date anniversary. Termination will be only for the 4LATER (Reg. TM) Guaranteed
Income Benefit and not the i4LIFE (Reg. TM) Advantage election, unless
otherwise specified.

If you terminate 4LATER (Reg. TM) prior to the periodic income commencement
date, you must wait one year before you can re-elect 4LATER (Reg. TM) or
purchase the Lincoln SmartSecurity (Reg. TM) Advantage or Lincoln Lifetime
IncomeSM Advantage. If you terminate the 4LATER (Reg. TM) Rider on or after the
periodic income commencement date, you cannot re-elect it. You may be able to
elect the i4LIFE (Reg. TM) Advantage Guaranteed Income Benefit, if available,
after one year. The i4LIFE (Reg. TM) Advantage Guaranteed Income Benefit will
be based on the Account Value at the time of the election. The election of one
of these benefits, if available, will be treated as a new purchase, subject to
the terms and charges in effect at the time of election.

Availability. The availability of 4LATER (Reg. TM) will depend upon your
state's approval of the 4LATER (Reg. TM) Rider. Check with your registered
representative regarding availability. You cannot elect 4LATER (Reg. TM) after
an annuity payout option or i4LIFE (Reg. TM) Advantage has been elected, and it
cannot be elected on contracts that currently have Lincoln SmartSecurity (Reg.
TM) Advantage or Lincoln Lifetime IncomeSM Advantage.

Contractowners who drop Lincoln SmartSecurity (Reg. TM) Advantage or Lincoln
Lifetime IncomeSM Advantage and elect 4LATER (Reg. TM) will not carry their
Guaranteed Amount over into the new 4LATER (Reg. TM). The 4LATER (Reg. TM)
Income Base will be established based on the contractowner's contract value on
the Effective Date of 4LATER (Reg. TM). Contractowners who drop Lincoln
SmartSecurity (Reg. TM) Advantage or Lincoln Lifetime IncomeSM Advantage will
have to wait one year before they can elect 4LATER (Reg. TM). See The Contracts
- - Lincoln SmartSecurity (Reg. TM) Advantage or Lincoln Lifetime IncomeSM
Advantage.

Annuity Payouts

When you apply for a contract, you may select any annuity commencement date
permitted by law, which is usually on or before the annuitant's 90th birthday.
However, you must elect to receive annuity payouts by the annuitant's 99th
birthday. Your broker-dealer may recommend that you annuitize at an earlier
age. As an alternative, contractowners with Lincoln SmartSecurity (Reg. TM)
Advantage may elect to annuitize their Guaranteed Amount under the Guaranteed
Amount Annuity Payout Option. Contractowners with Lincoln Lifetime IncomeSM
Advantage may elect the Maximum Annual Withdrawal Amount Annuity Payout option.

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

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

Annuity Options

The annuity options outlined below do not apply to contractowners who have
elected i4LIFE (Reg. TM) Advantage, the Maximum Annual Withdrawal Amount
Annuity Payout option or the Guaranteed Amount Annuity Payout option.

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

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

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

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

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

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

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

The value of the number of annuity units is computed on the date the death
claim is approved for payment by the Home office.

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

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

General Information

Any previously selected death benefit in effect before the annuity commencement
date will no longer be available on and after the annuity commencement date.
You may change the annuity commencement date, change the annuity option or
change the allocation of the investment among subaccounts up to 30 days before
the scheduled annuity commencement date, upon written notice to the Home
office. You must give us at least 30 days notice before the date on which you
want payouts to begin.

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

Variable Annuity Payouts

Variable annuity payouts will be determined using:
o The contract value on the annuity commencement date, less applicable premium
taxes;
o The annuity tables contained in the contract;
o The annuity option selected; and
o The investment performance of the fund(s) selected.

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

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

2. Credit the contract with a fixed number of annuity units equal to the first
periodic payout divided by the annuity unit value; and

3. Calculate the value of the annuity units each period thereafter.

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

Fixed Side of the Contract

Purchase payments allocated to the fixed side of the contract become part of
our general account, and do not participate in the investment experience of the
VAA. The general account is subject to regulation and supervision by the
Indiana Department of Insurance as well as the insurance laws and regulations
of the jurisdictions in which the contracts are distributed.

In reliance on certain exemptions, exclusions and rules, we have not registered
interests in the general account as a security under the Securities Act of 1933
and have not registered the general account as an investment company under the
1940 Act. Accordingly, neither the general account nor any interests in it are
regulated under the 1933 Act or the 1940 Act. We have been advised that the
staff of the SEC has not made a review of the disclosures which are included in
this prospectus which relate to our general account and to the fixed account
under the contract. These disclosures, however, may be subject to certain
provisions of the federal securities laws relating to the accuracy and
completeness of statements made in prospectuses. This prospectus is generally
intended to serve as a disclosure document only for aspects of the contract
involving the VAA, and therefore contains only selected information regarding
the fixed side of the contract. Complete details regarding the fixed side of
the contract are in the contract.

We guarantee an effective interest rate of not less than 1.50% per year on
amounts held in a fixed account. Any amount surrendered, withdrawn from or
transferred out of a fixed account prior to the expiration of the guaranteed
period is subject to the interest adjustment (see Interest Adjustment and
Charges and Other Deductions). The interest adjustment will NOT reduce the
amount available for a surrender, withdrawal or transfer below the value it
would have had if 1.50% (or the guaranteed minimum interest rate for your
contract) interest had been credited to the fixed subaccount.

Your contract may not offer a fixed account or if permitted by your contract,
we may discontinue accepting purchase payments or transfers into the fixed side
of the contract at any time.

Guaranteed Periods

The portion of the fixed account which accepts allocations for a guaranteed
period at a guaranteed interest rate is called a fixed subaccount. There is a
fixed subaccount for each particular guaranteed period.

You may allocate purchase payments to one or more fixed subaccounts with
guaranteed periods of 1 to 10 years. We may add guaranteed periods or
discontinue accepting purchase payments into one or more guaranteed periods at
any time. The minimum amount of any purchase payment that can be allocated to a
fixed subaccount is $2,000. Each purchase payment allocated to a fixed
subaccount will start its own guaranteed period and will earn a guaranteed
interest rate. The duration of the guaranteed period affects the guaranteed
interest rate of the fixed subaccount. A fixed subaccount guarantee period ends
on the date after the number of calendar years in the fixed subaccount's
guaranteed period. Interest will be credited daily at a guaranteed rate that is
equal to the effective annual rate determined on the first day of the fixed
subaccount guaranteed period. Amounts surrendered, transferred or withdrawn
from a fixed subaccount prior to the end of the guaranteed period will be
subject to the interest adjustment. Each guaranteed period purchase payment
will be treated separately for purposes of determining any applicable interest
adjustment. Any amount withdrawn from a fixed subaccount may be subject to any
applicable surrender charges, account fees and premium taxes.

We will notify the contractowner in writing at least 30 days prior to the
expiration date for any guaranteed period amount. A new fixed subaccount
guaranteed period of the same duration as the previous fixed subaccount
guaranteed period will begin automatically at the end of the previous
guaranteed period, unless we receive, prior to the end of a guaranteed period,
a written election by the contractowner. The written election may request the
transfer of the guaranteed period amount to a different fixed subaccount or to
a variable subaccount from among those being offered by us. Transfers of any
guaranteed period amount which become effective upon the date of expiration of
the applicable guaranteed period are not subject to the limitation of twelve
transfers per contract year or the additional fixed account transfer
restrictions.

Interest Adjustment

Any surrender, withdrawal or transfer of a fixed subaccount guaranteed period
amount before the end of the guaranteed period (other than dollar cost
averaging, cross-reinvestment, portfolio rebalancing transfers, regular income
payments under i4LIFE (Reg. TM) Advantage or withdrawals within the Maximum
Annual Withdrawal Limit in Lincoln SmartSecurity (Reg. TM) Advantage) will be
subject to the interest adjustment. A surrender, withdrawal or transfer
effective upon the expiration date of the guaranteed period will not be subject
to the interest adjustment. The interest adjustment will be applied to the
amount being surrendered, withdrawn or transferred. The interest adjustment
will be applied after the deduction of any applicable account fees and before
any applicable transfer charges. Any transfer, withdrawal, or surrender of
contract value from a fixed subaccount will be increased or decreased by an
interest adjustment, unless the transfer, withdrawal or surrender is effective:

o during the free look period (See Return Privilege).
o on the expiration date of a guaranteed period.
o as a result of the death of the contractowner or annuitant.
o subsequent to the diagnosis of a terminal illness of the contractowner.
Diagnosis of the terminal illness must be after the contract date and
result in a life expectancy of less than one year, as determined by a
qualified professional medical practitioner.
o subsequent to the admittance of the contractowner into an accredited nursing
home or equivalent health care facility. Admittance into such facility must
be after the contract date and continue for 90 consecutive days prior to
the surrender or withdrawal.
o subsequent to the permanent and total disability of the contractowner if
such disability begins after the contract date and prior to the 65th
birthday of the contractowner.
o upon annuitization of the contract.

These provisions may not be applicable to your contract or available in your
state. Please check with your investment representative regarding the
availability of these provisions.

In general, the interest adjustment reflects the relationship between the yield
rate in effect at the time a purchase payment is allocated to a fixed
subaccount's guaranteed period under the contract and the yield rate in effect
at the time of the purchase payment's surrender, withdrawal or transfer. It
also reflects the time remaining in the fixed subaccount's guaranteed period.
If the yield rate at the time of the surrender, withdrawal or transfer is lower
than the yield rate at the time the purchase payment was allocated, then the
application of the interest adjustment will generally result in a higher
payment at the time of the surrender, withdrawal or transfer. Similarly, if the
yield rate at the time of surrender, withdrawal or transfer is higher than the
yield rate at the time of the allocation of the purchase payment, then the
application of the interest adjustment will generally result in a lower payment
at the time of the surrender, withdrawal or transfer. The yield rate is
published by the Federal Reserve Board.

The interest adjustment is calculated by multiplying the transaction amount
by:

(1+A)n -1
- -------------
(1+B +K )n

where:

A = yield rate for a U.S. Treasury security with time to maturity equal to
the subaccount's guaranteed period, determined at the beginning of the
guaranteed period.

B = yield rate for a U.S. Treasury security with time to maturity equal to
the time remaining in the subaccount's guaranteed period if greater than
one year, determined at the time of surrender, withdrawal or transfer. For
remaining periods of one year or less, the yield rate for a one year U.S.
Treasury security is used.

K = a 0.25% adjustment (unless otherwise limited by applicable state law).
This adjustment builds into the formula a factor representing direct and
indirect costs to us associated with liquidating general account assets in
order to satisfy surrender requests. This adjustment of 0.25% has been
added to the denominator of the formula because it is anticipated that a
substantial portion of applicable general account portfolio assets will be
in relatively illiquid securities. Thus, in addition to direct transaction
costs, if such securities must be sold (e.g., because of surrenders), the
market price may be lower. Accordingly, even if interest rates decline,
there will not be a positive adjustment until this factor is overcome, and
then any adjustment will be lower than otherwise, to compensate for this
factor. Similarly, if interest rates rise, any negative adjustment will be
greater than otherwise, to compensate for this factor. If interest rates
stay the same, there will be no interest adjustment.

n = The number of years remaining in the guaranteed period (e.g., 1 year
and 73 days = 1 + (73 divided by 365) = 1.2 years)

Straight-Line interpolation is used for periods to maturity not quoted.

See the SAI for examples of the application of the interest adjustment.

Small Contract Surrenders

We may surrender your contract, in accordance with the laws of your state if:
o your contract value drops below certain state specified minimum amounts
($1,000 or less) for any reason, including if your contract value decreases
due to the performance of the subaccounts you selected;
o no purchase payments have been received for two (2) full, consecutive
contract years; and
o the paid up annuity benefit at maturity would be less than $20.00 per month
(these requirements may differ in some states).

At least 60 days before we surrender your contract, we will send you a letter
at your last address we have on file, to inform you that your contract will be
surrendered. You will have the opportunity to make additional purchase payments
to bring your contract value above the minimum level to avoid surrender. If we
surrender your contract, we will not assess any surrender charge.

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.

Payment of contract proceeds from the fixed account may be delayed for up to
six months.

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

Reinvestment Privilege

You may elect to make a reinvestment purchase with any part of the proceeds of
a surrender/withdrawal, (including previously credited bonus credits), and we
will recredit that portion of the surrender/withdrawal charges attributable to
the amount returned.

This election must be made by your written authorization to us on an approved
Lincoln reinvestment form and received in our Home office within 30 days of the
date of the surrender/withdrawal, and the repurchase must be of a contract
covered by this prospectus. In the case of a qualified retirement plan, a
representation must be made that the proceeds being used to make the purchase
have retained their tax-favored status under an arrangement for which the
contracts offered by this prospectus are designed. The number of accumulation
units which will be credited when the proceeds are reinvested will be based on
the value of the accumulation unit(s) on the next valuation date. This
computation will occur following receipt of the proceeds and request for
reinvestment at the Home

office. You may utilize the reinvestment privilege only once. For tax reporting
purposes, we will treat a surrender/withdrawal and a subsequent reinvestment
purchase as separate transactions (and a Form 1099 may be issued, if
applicable). You should consult a tax adviser before you request a
surrender/withdrawal or subsequent reinvestment purchase.

Amendment of Contract

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

Distribution of the Contracts
Lincoln Financial Distributors ("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. While this contract is only sold by a limited number of
broker-dealers, we do make payments to other broker-dealers for the sale of
other contracts. The Principal Underwriter has entered into selling agreements
with Lincoln Financial Advisors Corporation ("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 7.50% of purchase payments. LFA may elect to receive a lower
commission when a purchase payment is made along with an earlier quarterly
payment based on contract value for so long as the contract remains in effect.
Upon annuitization, the maximum commission the Principal Underwriter pays to
LFA is 7.50% of annuitized value and/or ongoing annual compensation of up to
1.00% 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
Underwriter pays to Selling Firms, other than LFA, is 7.50% of purchase
payments. Some Selling Firms may elect to receive a lower commission when a
purchase payment is made along with an earlier quarterly payment based on
contract value for so long as the contract remains in effect. Upon
annuitization, the maximum commission the Principal Underwriter pays to Selling
Firms is 7.50% of annuitized value and/or ongoing annual compensation of up to
1.15% 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,
among other things: (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.

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 2007 is contained in the SAI.

Compensation Paid to Other Parties. Depending on the particular selling
arrangements, there may be others whom LFD compensates for the distribution
activities. For example, LFD may compensate certain "wholesalers", who control
access to certain selling offices, for access to those offices or for
referrals, and that compensation may be separate from the compensation paid for
sales of the contracts. LFD may compensate marketing organizations,
associations, brokers or consultants which provide marketing assistance and
other services to broker-dealers who distribute the contracts, and which may be
affiliated with those broker-dealers. A marketing expense allowance is paid to
American Funds Distributors (AFD) in consideration of the marketing assistance
AFD provides to LFD. This allowance, which ranges from 0.10% to 0.16% is based
on the amount of purchase payments initially allocated to the American Funds
Insurance Series underlying the variable annuity. Commissions and other
incentives or payments described above are not charged directly to contract
owners or the Separate Account. All compensation is paid from our resources,
which include fees and charges imposed on your contract.

Contractowner Questions

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

Federal Tax Matters

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

Nonqualified Annuities

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

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.

Contracts Not Owned By An Individual

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

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 not issued 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.

Loss Of Interest Deduction

After June 8, 1997, if a contract is issued to a taxpayer that is not an
individual, or if a contract is held for the benefit of an entity, the entity
will lose a portion of its deduction for otherwise deductible interest
expenses.

Age At Which Annuity Payouts Begin

Federal income tax rules do not expressly identify a particular age by which
annuity payouts must begin. However, those rules do require that an annuity
contract provide for amortization, through annuity payouts, of the contract's
purchase payments, bonus credits, persistency credits and earnings. If annuity
payouts under the contract begin or are scheduled to begin on a date past the
annuitant's 85th birthday, it is possible that the tax law will not treat the
contract as an annuity for Federal income tax purposes. In that event, you
would be currently taxed on the excess of the contract value over the purchase
payments of the contract.

Tax Treatment Of Payments

We make no guarantees regarding the tax treatment of any contract or of any
transaction involving a contract. However, the rest of this discussion assumes
that your contract will be treated as an annuity for Federal income tax
purposes and that the tax law will not tax any increase in your contract value
until there is a distribution from your contract.

Taxation Of Withdrawals And Surrenders

You will pay tax on withdrawals to the extent your contract value exceeds your
purchase payments in the contract. This income (and all other income from your
contract) is considered ordinary income (and does not receive capital gains
treatment and is not qualified dividend income). A higher rate of tax is paid
on ordinary income than on capital gains. You will pay tax on a surrender to
the extent the amount you receive exceeds your purchase payments. In certain
circumstances, your purchase payments are reduced by amounts received from your
contract that were not included in income. Surrender and reinstatement of your
contract will generally be taxed as a withdrawal. If your contract has Lincoln
SmartSecurity (Reg. TM) Advantage or Lincoln Lifetime IncomeSM Advantage, and
if your Guaranteed Amount immediately before a withdrawal exceeds your contract
value, the tax law could require that an additional amount be included in
income. Please consult your tax adviser.

Taxation Of Regular Income Payments

The tax code imposes tax on a portion of each annuity payout (at ordinary
income tax rates) and treats a portion as a nontaxable return of your purchase
payments in the contract. We will notify you annually of the taxable amount of
your annuity payout. Once you have recovered the total amount of the purchase
payment in the contract, you will pay tax on the full amount of your annuity
payouts. If annuity payouts end because of the annuitant's death and before the
total amount in the contract has been distributed, the amount not received will
generally be deductible. If withdrawals, other than regular income payments,
are taken from i4LIFE (Reg. TM) Advantage during the access period, they are
taxed in the same manner as a withdrawal during the deferral period.

Taxation Of Death Benefits

We may distribute amounts from your contract because of the death of a
contractowner or an annuitant. The tax treatment of these amounts depends on
whether you or the annuitant dies before or after the annuity commencement
date.

Death prior to the annuity commencement date:
o If the beneficiary receives death benefits under an annuity payout option,
they are taxed in the same manner as annuity payouts.
o If the beneficiary does not receive death benefits under an annuity payout
option, they are taxed in the same manner as a withdrawal.

Death after the annuity commencement date:

o If death benefits are received in accordance with the existing annuity
payout option, they are excludible from income if they do not exceed the
purchase payments not yet distributed from the contract. All annuity
payouts in excess of the purchase payments not previously received are
includible in income.
o If death benefits are received in a lump sum, the tax law imposes tax on the
amount of death benefits which exceeds the amount of purchase payments not
previously received.

Penalty Taxes Payable On Withdrawals, Surrenders, Or Annuity Payouts

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

Special Rules If You Own More Than One Annuity Contract

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

Loans and Assignments

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

Gifting A Contract

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

Charges for Additional Benefits

Your contract automatically includes a basic death benefit and may include
other optional riders. Certain enhancements to the basic death benefit may also
be available to you. The cost of the basic death benefit and any additional
benefit are deducted from your contract. It is possible that the tax law may
treat all or a portion of the death benefit charge and charges for other
optional riders, if any, as a contract withdrawal.

Qualified Retirement Plans

We also 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 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 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 do not offer certain types of qualified plans for all of our annuity
products. Check with your representative concerning qualified plan availability
for this product.

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, regardless of the contract'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.

Tax Treatment of Qualified Contracts

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 Loans are allowed under certain types of qualified plans, but Federal income
tax rules prohibit loans under other types of qualified plans. For example,
Federal income tax rules permit loans under some section 403(b) plans, but
prohibit loans under Traditional and Roth IRAs. If allowed, loans are
subject to a variety of limitations, including restrictions as to the loan
amount, the loan's duration, the rate of interest, and the manner of
repayment. Your contract or plan may not permit loans.

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

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 has issued new regulations concerning required minimum distributions.
The regulations may impact the distribution method you have chosen and the
amount of your distributions. Under new regulations, the presence of an
enhanced death benefit, or other benefit which could provide additional value
to your contract, may require you to take additional distributions. An enhanced
death benefit is any death benefit that has the potential to pay more than the
contract value or a return of purchase payments. Annuity contracts inside
Custodial or Trusteed IRAs will also be subject to these regulations. Please
contact your tax 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.

Transfers and Direct Rollovers

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

Pursuant to IRS regulations, IRAs may not invest in life insurance contracts.
We do not believe that these regulations prohibit the death benefit from being
provided under the contract when we issue the contract as a Traditional or Roth
IRA. However, the law is unclear and it is possible that the presence of the
death benefit under a contract issued as a Traditional or Roth IRA could result
in increased taxes to you. Certain death benefit options may not be available
for all of our products.

Federal Income Tax Withholding

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

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

Our Tax Status

Under 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.

Additional Information

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

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

Each underlying fund is subject to the laws of the state in which it is
organized concerning, among other things, the matters which are subject to a
shareholder vote, the number of shares which must be present in person or by
proxy at a meeting of shareholders (a "quorum"), and the percentage of such
shares present in person or by proxy which must vote in favor of matters
presented. Because shares of the underlying fund held in the Separate Account
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 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 funds. Since the funds engage in
shared funding, other persons or entities besides Lincoln Life may vote fund
shares. See Investments of the Variable Annuity Account - Fund Shares.

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 Home office
at PO Box 7866, 1300 South Clinton Street, Fort Wayne, IN 46802-7866. A
contract canceled under this provision will be void. Except as explained in the
following paragraph, we will return the contract value as of the valuation date
on which we receive the cancellation request, plus any premium taxes which had
been deducted. No surrender charges or interest adjustment will apply. A
purchaser who participates in the VAA is subject to the risk of a market loss
on the contract value during the free-look period.

For contracts written in those states whose laws require that we assume this
market risk during the free-look period, a contract may be canceled, subject to
the conditions explained before, except that we will return the greater of the
purchase payment(s) or contract value as of the valuation date we receive the
cancellation request, plus any premiums that had been deducted. IRA purchasers
will also receive the greater of purchase payments or contract value as of the
valuation date.

State Regulation

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

Records and Reports

Other Information

A Registration Statement has been filed with the SEC, under the Securities Act
of 1933 as amended, for the contracts being offered here. This prospectus does
not contain all the information in the Registration Statement, its amendments
and exhibits. Please refer to the Registration Statement for further
information about the VAA, Lincoln Life and the contracts offered. Statements
in this prospectus about the content of contracts and other legal instruments
are summaries. For the complete text of those contracts and instruments, please
refer to those documents as filed with the SEC.

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.LFG.com, select service centers and continue on through
the Internet Service Center.

Special Arrangements

At times, we may offer variations of the contracts described in this prospectus
to existing owners as part of an exchange program. Contracts purchased through
this exchange offer may impose different fees and expenses and provide certain
additional benefits from those described in this prospectus.

Legal Proceedings

In the ordinary course of its business, Lincoln Life, the VAA, and the
principal underwriter may become or are involved in various pending or
threatened legal proceedings, including purported class actions, arising from
the conduct of business. In some instances, these proceedings include claims
for unspecified or substantial punitive damages and similar types of relief in
addition to amounts for alleged contractual liability or requests for equitable
relief. After consultation with legal counsel and a review of available facts,
it is

management's opinion that these proceedings, after consideration of any
reserves and rights to indemnification, ultimately will be resolved without
materially affecting the consolidated financial position of Lincoln Life, the
VAA, or the principal underwriter.

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

Item

Special Terms
Services
Principal Underwriter
Purchase of Securities Being Offered
Interest Adjustment Example
Annuity Payouts
Examples of Regular Income Payment
Calculations
Determination of Accumulation and Annuity Unit
Value
Advertising
Additional Services
Other Information
Financial Statements

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

Statement of Additional Information Request Card
Lincoln ChoicePlus AssuranceSM (B Class)
Lincoln Life Variable Annuity Account N

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

(Please Print)

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

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

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

Mail to The Lincoln National Life Insurance Company, PO Box 7866, Fort Wayne,
Indiana 46801.

Overview of Living Benefit Riders

We offer a number of optional living benefit riders that, for an additional fee,
offer certain guarantees, if certain conditions are met. These living benefit
riders are described briefly below. Please see the more detailed description in
the prospectus discussion for each rider, as well as the Charges and Other
Deductions section of the prospectus, for important information on the costs,
restrictions, and availability of each rider. Please consult your registered
representative as to whether any living benefit rider is appropriate for you
based on factors such as your investment objectives, risk tolerance, liquidity
needs, and time horizon. Not all riders or features are available in all states.

- ----------------------- ------------------------- -------------------------- ------------------------- --------------------------
Lincoln SmartSecurity(R) Lincoln SmartSecurity(R) Lincoln Lifetime i4LIFE(R) Advantage
Advantage 5-yr. Advantage 1-yr. IncomeSM Advantage
Elective Step-Up Automatic Step-Up (with or without
(prior versions may vary) Lincoln Lifetime
IncomeSM Advantage Plus)

- ----------------------- ------------------------- -------------------------- ------------------------- --------------------------
1. Overview Designed to guarantee Designed to guarantee Designed to guarantee Designed to provide an
that at least the that if you make your that if you make your income program that
entire amount of your first withdrawal on or first withdrawal on or combines variable
purchase payments will after the date you reach after the date you lifetime income payments
be returned to you age 65, you are reach age 59 1/2 (age 65 and a death benefit with
through periodic guaranteed income for under Joint Life), you the ability to make
withdrawals, regardless your life (and your are guaranteed income withdrawals during a
of the investment spouse's, under Joint for your life (and your defined period.
performance of the Life version), spouse's, under Joint
contract. even after the entire Life version).
amount of purchase
payments has been Lincoln Lifetime
returned to you through IncomeSM Advantage Plus
periodic withdrawals. is designed to
If lifetime withdrawals guarantee that contract
are not in effect, you value will not be less
may make periodic than the initial
withdrawals of the purchase payment (or
Guaranteed Amount. contract value on rider
date) at the end of a
7-year period if you
make no withdrawals and
cancel the Lincoln
Lifetime IncomeSM
Advantage at that time.

- ----------------------- ------------------------- -------------------------- ------------------------- --------------------------
2. Current Fee 0.45% of Guaranteed 0.65% (Single Life) or 0.75% of Guaranteed Varies based on product
Amount 0.80% (Joint Life) of Amount and death benefit option
Guaranteed Amount (0.90% with Lincoln (assessed as a % of
Lifetime IncomeSM account value, and only
Advantage Plus) during annuity payout
phase)

- ----------------------- ------------------------- -------------------------- ------------------------- --------------------------
3. Guaranteed 0.95% of Guaranteed 1.50% of Guaranteed 1.50% of Guaranteed Same as current fee
Maximum Fee Amount Amount Amount

- ----------------------- ------------------------- -------------------------- ------------------------- --------------------------
4. Withdrawals Yes - 7% annually Yes - 5% annually Yes - 5% annually Yes, during Access Period
Permitted Withdrawals negate
Lincoln Lifetime
IncomeSM Advantage Plus

- ----------------------- ------------------------- -------------------------- ------------------------- --------------------------
5. Payments for No Yes (if conditions are Yes (if conditions are Yes (if conditions are
Life met) met) met)

- ----------------------- ------------------------- -------------------------- ------------------------- --------------------------
6. Potential Purchase Payments Purchase Payments Purchase Payments N/A
Increases to Optional 5-Year Step-Ups Automatic Annual Step-Ups 5% Enhancements
Guaranteed (if conditions are met) (if conditions are met) Automatic Annual
Amount, Income Step-Ups
Base, or 200% Step-Up
Guaranteed Income (if conditions are met)
Benefit (as
applicable)

- ----------------------- ------------------------- -------------------------- ------------------------- --------------------------
7. Investment Option 1 Option 1 Option 2 None
Requirements

- ----------------------- ------------------------- -------------------------- ------------------------- --------------------------
8. Ability to Yes Yes, after the first Yes--may impact the No (non-qualified
Make Additional rider anniversary, if charge contracts)
Purchase cumulative payments are
Payments if over $100,000 and prior Yes, during Access
Contract Value is Home Office approval is Period, unless 4LATER(R)
greater than provided Advantage Guaranteed
zero Income Benefit or
i4LIFE(R) Advantage
Guaranteed Income
Benefit has been elected
(qualified contracts)

- ----------------------- ------------------------- -------------------------- ------------------------- --------------------------
9. Spousal Yes Yes No No
Continuation

- ----------------------- ------------------------- -------------------------- ------------------------- --------------------------
10. Ability to Yes, after 5 years Yes, after 5 years Yes, after 7 Years No (non-qualified
Cancel Rider following the later of following the later of contracts)
rider effective date or rider effective date or
contractowner-elected contractowner-elected Yes, at any time
step-up step-up (qualified contracts)

- ----------------------- ------------------------- -------------------------- ------------------------- --------------------------
11. Nursing Home No No Yes No

- ----------------------- ------------------------- -------------------------- ------------------------- --------------------------
12. May Elect No No No Limited to Guaranteed
Other Living Income Benefit
Benefit Riders
- ----------------------- ------------------------- -------------------------- ------------------------- --------------------------

- ----------------------- ------------------------------ -------------------------------------------------------------------------
4LATER(R) Advantage 1) 4LATER(R) Advantage Guaranteed Income Benefit
2) Lincoln Lifetime IncomeSM Advantage Guaranteed Income Benefit
3) i4LIFE(R) Advantage Guaranteed Income Benefit (Version 3)
(prior versions may vary)
- ----------------------- ------------------------------ --------------------------------------------------------------------------
1. Overview Designed to guarantee today Designed to use the Income Base established under 4LATER(R) Advantage
a future minimum payout floor (if 4LATER(R) Advantage Guaranteed Income Benefit is elected) or the
for i4LIFE(R) Advantage regular the Guaranteed Amount under Lincoln Lifetime IncomeSM Advantage (if
income payments, regardless of Lincoln Lifetime IncomeSM Advantage Guaranteed Income Benefit is elected)
investment performance, by or the Account Value* established under i4LIFE(R) Advantage (if i4LIFE(R)
providing an Income Base Advantage Guaranteed Income Benefit is elected) to provide a minimum
during the accumulation period payount floor for i4LIFE(R) Advantage regular income payments, regardless
that can be used to establish of investment performance.
in the future a Guaranteed
Income Benefit with i4LIFE(R) *Can instead use the remaining Guaranteed Amount under Lincoln
Advantage. SmartSecurity(R) Advantage.

- ---------------------- ------------------------------ ---------------------------------------------------------------------------
2. Current Fee 0.50% of Income Base 0.50% added to the i4LIFE(R) Advantage charge
(assessed as a % of account value, and only during annuity payout phase)

- ----------------------- ------------------------------ --------------------------------------------------------------------------
3. Guaranteed 1.50% of Income Base 1.50% added to the i4LIFE(R) Advantage charge
Maximum Fee (assessed as a % of account value, and only during annuity payout phase)

- ----------------------- ------------------------------ --------------------------------------------------------------------------
4. Withdrawals Yes, only after you elect No
Permitted i4LIFE(R) Advantage

- ----------------------- ------------------------------ --------------------------------------------------------------------------
5. Payments for If elect i4LIFE(R) Advantage Yes (if conditions are met)
Life

- ----------------------- ------------------------------ --------------------------------------------------------------------------
6. Potential Purchase Payments Automatic Annual Step-ups (if conditions are met)
Increases to 15% Enhancements (every 3 years)
Guaranteed Amount, Resets to contract value
Income Base, or (if conditions are met)
Guaranteed Income
Benefit (as applicable)

- ----------------------- ------------------------------ --------------------------------------------------------------------------
7. Investment Option 1 Option 1 for 4LATER(R) Advantage Guaranteed Income Benefit
Requirements Option 2 for Lincoln Lifetime IncomeSM Advantage Guaranteed Income Benefit
and i4LIFE(R) Advantage Guaranteed Income Benefit

- ----------------------- ------------------------------ --------------------------------------------------------------------------
8. Ability to Yes No
Make Additional
Purchase Payment
if Contract Value is
greater than zero

- ----------------------- ------------------------------ --------------------------------------------------------------------------
9. Spousal Yes (prior to Periodic No
Continuation Commencement Date)

- ----------------------- ------------------------------ --------------------------------------------------------------------------
10. Ability to Yes, after 3 years following Yes, after 3 years following the later of rider effective date or most
Cancel Rider the later of rider effective recent Reset (if 4LATER(R) Advantage Guaranteed Income Benefit or Lincoln
date or most recent Reset Lifetime IncomeSM Advantage Guaranteed Income Benefit is elected)
Yes, at any time (if i4LIFE(R) Advantage Guaranteed Income Benefit
is elected)

- ----------------------- ------------------------------ --------------------------------------------------------------------------
11. Nursing Home No No
Benefit

- ----------------------- ------------------------------ --------------------------------------------------------------------------
12. May Elect No (prior to the Periodic Limited to i4LIFE(R) Advantage
Other Living Income Commencement Date)
Benefit Riders

Lincoln ChoicePlus AssuranceSM (B Class)
Lincoln New York Account N for Variable Annuities
Individual Variable Annuity Contracts

Home Office:
Lincoln Life & Annuity Company of New York
100 Madison Street, Suite 1860
Syracuse, NY 13202
www.LincolnFinancial.com

Servicing Office:
Lincoln Life & Annuity Company of New York
PO Box 7866
Fort Wayne, IN 46802-7866
1-888-868-2583

This prospectus describes the individual flexible premium deferred variable
annuity contract that is issued by Lincoln Life & Annuity Company of New York.
This prospectus is primarily for use with nonqualified plans and qualified
retirement plans under Sections 408 (IRAs) and 408A (Roth IRAs) of the tax
code. Generally, you do not pay federal income tax on the contract's growth
until it is paid out. 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 contract value and to provide retirement income that you cannot
outlive or for an agreed upon time. These benefits may be a variable or fixed
amount, if available, or a combination of both. If you die before the annuity
commencement date, we will pay your beneficiary a death benefit. In the
alternative, you generally may choose to receive a death benefit upon the death
of the annuitant.

Except as noted below, you choose whether your contract value accumulates on a
variable or a fixed (guaranteed) basis or both. Your contract may not offer a
fixed account or if permitted by your contract, we may discontinue accepting
purchase payments or transfers into the fixed side of the contract at any time.
If your purchase payments are in the fixed account, we guarantee your principal
and a minimum interest rate. For the life of your contract or during certain
periods, we may impose restrictions on the fixed account. At this time, the
only fixed account available is for dollar cost averaging purposes.

We do offer variable annuity contracts that have lower fees.

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

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

The available funds are listed below:

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: Lincoln Life & Annuity Company
of New York, PO Box 7866, Fort Wayne, IN 46802-7866, or call 1-888-868-2583.
The SAI and other information about Lincoln New York 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.

_________, 2008

Table of Contents

Item Page

Special Terms 4
Expense Tables 5
Summary of Common Questions 12
Lincoln Life & Annuity Company of New York 14
Variable Annuity Account (VAA) 15
Investments of the Variable Annuity Account 15
Charges and Other Deductions 19
The Contracts 24
Purchase Payments 25
Transfers On or Before the Annuity Commencement Date 26
Surrenders and Withdrawals 29
Death Benefit 31
Investment Requirements - Option 1 34
Investment Requirements - Option 2 35
Living Benefit Riders 36
Lincoln Lifetime IncomeSM Advantage 36
Lincoln SmartSecurity (Reg. TM) Advantage 44
i4LIFE (Reg. TM) Advantage 49
Guaranteed Income Benefit with i4LIFE (Reg. TM) Advantage 53
4LATER (Reg. TM) Advantage 56
Annuity Payouts 60
Fixed Side of the Contract 62
Distribution of the Contracts 64
Federal Tax Matters 66
Additional Information 70
Voting Rights 70
Return Privilege 70
Other Information 71
Legal Proceedings 71
Contents of the Statement of Additional Information (SAI)
for Lincoln New York Account N for Variable Annuities 73