response041614.htm

CORRESP 1 filename1.htm response041614.htm

Law Department

The Lincoln National Life Insurance Company

1300 South Clinton Street

Fort Wayne, Indiana 46802

Mary Jo Ardington

Associate General Counsel

Phone: 260-455-3917

MaryJo. Ardington@LFG.com

VIA Email & EDGAR

April 17, 2014

Alberto H. Zapata

Senior Counsel

Insured Investments Office

Division of Investment Management

Securities and Exchange Commission

Room 8634; Mail Stop 8629

100 F Street, NE

Washington, DC 20549-8629

Re: Lincoln National Variable Annuity Account L

Post-Effective Amendments on Form N-4

Filing Nos.: 333-187069; 333-187070; 333-187071; 333-187072

Dear Mr. Zapata:

This letter is in response to your comments of April 11, 2014.

1. General Comments

Please clarify supplementally whether there are any types of guarantees, credit enhancements, or other support agreements with third parties.

Response:

There are no guarantees, credit enhancements, or other support agreements with third parties to support any of the company’s guarantees under the contract.

2. The Lincoln National Life Insurance Company (p. 7)

File No. 333-187070 only: The first sentence of the second paragraph regarding allocations to the fixed account should be deleted.

Response:

The sentence has been deleted.

3. Examples

Please confirm that the Examples are current and reflect the most expensive contract option.

Response:

The Examples have been updated and reflect the most expensive contract option.

4. Portability

Disclosure has been added to the Termination section to address potential consequences.

5. Financial Statements, Exhibits, and Other Information

Any omitted financial statements, exhibits, consents, and other required disclosure must be included in post-effective amendments to these registration statements.

All required financial statements, exhibits, consents and other disclosure will be filed with the next post-effective amendments.

6. Tandy Representations

In regards to the referenced filings, The Lincoln National Life Insurance Company and Lincoln National Variable Annuity Account L (together “Lincoln”) acknowledge the following:

·	The action of the Commission or the Staff in declaring these filings effective does not foreclose the Commission from taking any action with respect to the filings;

·	Lincoln is responsible for the adequacy and accuracy of the disclosure in the filings; and

·	Lincoln may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please call me at 260-455-3917 with any questions or additional comments.

Sincerely,

Mary Jo Ardington

Associate General Counsel

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Lincoln Secured Retirement IncomeSM Version 1
Lincoln National Variable Annuity Account L
Group Variable Annuity Contract
Home Office:
The Lincoln National Life Insurance Company
1300 South Clinton Street
Fort Wayne, IN 46802
1-800-341-0441

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

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

All Purchase Payments will be placed in Lincoln National Variable Annuity
Account L (Variable Annuity Account (VAA)). The VAA is a segregated investment
account of Lincoln Life. You take all the investment risk on the Contract Value
derived from Purchase Payments. If the Subaccount makes money, your Contract
Value goes up; if the Subaccount loses money, it goes down. How much it goes up
or down depends on the performance of the fund. We do not guarantee how the
Subaccount or its fund will perform. Also, neither the U.S. Government nor any
federal agency insures or guarantees your investment in the contract. The
Purchase Payments are not bank deposits and the contract is not endorsed by any
bank or government agency.

The available fund is: LVIP Managed Risk Profile Moderate Fund (fund), a series
of the Lincoln Variable Insurance Products Trust. The fund is a fund of funds
and invests substantially all of its assets in other funds.

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

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

More information about the contract is in the current Statement of Additional
Information (SAI), dated the same date as this prospectus. The SAI is
incorporated by reference into this prospectus and is legally part of this
prospectus. For a free copy of the SAI, write The Lincoln National Life
Insurance Company, P.O. Box 2340, Fort Wayne, IN 46801 or call 1-800-341-0441.
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.

May 1, 2014

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Table of Contents

Item Page

Special Terms 3
Expense Tables 5
Summary of Common Questions 6
The Lincoln National Life Insurance Company 7
Variable Annuity Account (VAA) 8
Charges and Other Deductions 10
The Contract 11
Guaranteed Withdrawal Benefit 12
Surrenders and Withdrawals 17
Annuity Payouts 19
Federal Tax Matters 20
Voting Rights 23
Distribution of the Contracts 23
Return Privilege 24
Other Information 25
Legal Proceedings 25
Statement of Additional Information
Table of Contents for Lincoln National Variable Annuity Account L 26

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The first table describes the fees and expenses that you will pay at the time
that you buy the contract or surrender the contract.

CONTRACTOWNER TRANSACTION EXPENSES

There are no sales charges, deferred sales charges, or surrender charges associated with
this 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.

Separate Account Annual Expense (as a percentage of average daily net assets in the
Subaccount):
Mortality and Expense Risk and Administrative Charge.................................... 0.05%
Guaranteed Withdrawal Benefit1............................................................
Guaranteed Maximum Annual Charge........................................................ 2.00%
Current Annual Charge................................................................... 0.90%

(1) As percentage of the Income Base (initial Purchase Payment), as increased
for subsequent Purchase Payments, Automatic Annual Step-ups and decreased
upon an Excess Withdrawal. The current monthly charge is 0.075%, not to
exceed the guaranteed maximum monthly percentage charge of 0.17%. This
charge is deducted from the Participant Account Value on a monthly basis.

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, 2013. More
detail concerning each fund's fees and expenses is contained in the prospectus
for each fund.

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

Total Annual Fund Operating Expenses (expenses that are deducted from
fund assets, including management fees, distribution and/or service
(12b-1) fees, and other expenses)................................... 0.73% 0.73%
Total Annual Fund Operating Expenses (after contractual waivers/
reimbursements*).................................................... 0.73% 0.73%

The following table shows the expenses charged by the fund for the year ended
December 31, 2013:
(as a percentage of each fund's average net assets):

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

LVIP Managed Risk Profile Moderate Fund - Standard Class(1) 0.25% 0.00% 0.02%

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

LVIP Managed Risk Profile Moderate Fund - Standard Class(1) 0.46% 0.73% 0.00% 0.73%

(1) The Total Annual Fund Operating Expenses do not correlate to the ratio of
expenses to the average net assets appearing in the Financial Highlights
table which reflects only the operating expenses of the Fund and does not
include AFFE.

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

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

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EXAMPLES

These examples are intended to help you compare the cost of investing in the
contract with the cost of investing in other variable annuity contracts. These
costs include separate account annual expenses, benefit charges and fund fees
and expenses.

The examples assume that you invest $10,000 in the contract for the time
periods indicated, and that your investment has a 5% annual return on assets
and the maximum fees and expenses of the fund. The examples also assume that
the guaranteed maximum contract charges are in effect. Although your actual
costs may be higher or lower, based on these assumptions, your costs would be:

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

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

$279 $856 $1,458 $3,082

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

$279 $856 $1,458 $3,082

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

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

What is the Variable Annuity Account (VAA)? It is a separate account we
established under Indiana insurance law, and registered with the SEC as a unit
investment trust. VAA assets are allocated to the Subaccount. VAA assets are
not chargeable with liabilities arising out of any other business which we may
conduct. Remember that Contractowners and Participants in the VAA benefit from
any gain, and take a risk of any loss in the value of the securities in the
fund's portfolios. See Variable Annuity Account.

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

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

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

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

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

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

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

What is the Guaranteed Withdrawal Benefit? This feature provides on an annual
basis guaranteed lifetime periodic withdrawals up to a guaranteed amount
(referred to as Guaranteed Annual Income amounts) based on an Income Base,
Automatic Annual Step-ups to the Income Base, and the potential for age-based
increases to the Guaranteed Annual Income amount. Withdrawals may be made up to
the Guaranteed Annual Income amount as long as that amount is greater than
zero. The Income Base is not available as a separate

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benefit upon death or surrender and is increased by subsequent Purchase
Payments, Automatic Annual Step-ups to the Income Base and is decreased by
certain withdrawals in accordance with provisions described in this prospectus.

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

What happens if the Participant dies before annuitization? Depending upon the
Plan, the Beneficiary may receive a Death Benefit and have options as to how
the Death Benefit is paid. See Guaranteed Withdrawal Benefit - Death Prior to
the Annuity Commencement Date.

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

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

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

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

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

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

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

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

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

The general account is not segregated or insulated from the claims of the
insurance company's creditors. Investors look to the financial strength of the
insurance companies for these insurance guarantees. Therefore, guarantees
provided by the insurance company as to benefits promised in the prospectus are
subject to the claims paying ability of the insurance company and are subject
to the risk that the insurance company may not be able to cover or may default
on its obligations under those guarantees.

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

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claims-paying obligations, we regularly monitor our reserves to ensure we hold
sufficient amounts to cover actual or expected contract and claims payments.
However, it is important to note that there is no guarantee that we will always
be able to meet our claims paying obligations, and that there are risks to
purchasing any insurance product.

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

How to Obtain More Information. We encourage both existing and prospective
policyholders to read and understand our financial statements. We prepare our
financial statements on both a statutory basis and according to Generally
Accepted Accounting Principles (GAAP). Our audited GAAP financial statements,
as well as the financial statements of the VAA, are located in the SAI. If you
would like a free copy of the SAI, please write to us at: PO Box 2340, Fort
Wayne, IN 46801-2340, or call 1-800-341-0441. In addition, the Statement of
Additional Information is available on the SEC's website at http://www.sec.gov.
You may obtain our audited statutory financial statements and any unaudited
statutory financial statements that may be available by visiting our website at
www.LincolnFinancial.com.

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

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

Variable Annuity Account (VAA)
On April 29, 1996, the VAA was established as an insurance company separate
account under Indiana law. It is registered with the SEC as a unit investment
trust under the provisions of the Investment Company Act of 1940 (1940 Act).

The VAA is a segregated investment account under Indiana law, meaning that its
assets may not be charged with liabilities resulting from any other business
that we may conduct. Income, gains and losses, whether realized or not, from
assets allocated to the VAA are, in accordance with the applicable contracts,
credited to or charged against the VAA. They are credited or charged without
regard to any other income, gains or losses of Lincoln Life. We are the issuer
of the contract and the obligations set forth in the contract, other than those
of the Contractowner, are ours. The VAA satisfies the definition of separate
account under the federal securities laws. We do not guarantee the investment
performance of the VAA. Any investment gain or loss depends on the investment
performance of the fund. The Contractowner and Participant assume the full
investment risk for all amounts placed in the VAA.

Financial Statements

The December 31, 2013 financial statements of the VAA and the December 31, 2013
consolidated financial statements of Lincoln Life are located in the SAI. If
you would like a free copy of the SAI, complete and mail the request on the
last page of this prospectus, or call 1-800-341-0441.

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

Investment Adviser

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

Certain Payments We Receive with Regard to the Fund

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

Description of the Fund

The Subaccount of the VAA is invested solely in shares of the LVIP Managed Risk
Profile Moderate Fund, a fund of funds.

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

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

This fund may employ a risk management strategy to provide for downside
protection during sharp downward movements in equity markets. This strategy
could limit the upside participation of the fund in rising equity markets
relative to other funds. The success of the adviser's risk management strategy
depends, in part, on the adviser's ability to effectively and efficiently
implement its risk forecasts and to manage the strategy for the fund's benefit.
There is no guarantee that the strategy can achieve or maintain the fund's
optimal risk targets. The fund's performance may be negatively impacted in
certain markets as a result of reliance on these strategies. In low volatility
markets the volatility management strategy may not mitigate losses. In
addition, the adviser may not be able to effectively implement the strategy
during rapid or extreme market events. Such inefficiency in implementation
could cause the fund to lose more money than investing without the risk
management strategy or not realize potential gains. Any one of these factors
could impact the success of the volatility management strategy, and the fund
may not perform as expected. For more information about the fund and the
investment strategies it employs, please refer to the fund's current
prospectuses. Fund prospectuses are available by contacting us.

The Guaranteed Withdrawal Benefit under the contract also provides protection
in the event of a market downturn. Likewise, there is an additional cost
associated with the Guaranteed Withdrawal Benefit which can limit the
contract's upside participation in the markets.

Following is a brief summary of the fund description. More detailed information
may be obtained from the current prospectus for the fund. You should read the
fund prospectus that accompanies this prospectus carefully before investing. A
prospectus for the fund is available by contacting us. In addition, if you
receive a summary prospectus for the fund, you may obtain a full statutory
prospectus by referring to the contact information for the fund company on the
cover page of the summary prospectus. Please be advised that there is no
assurance that the fund will achieve its stated objective.

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

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

Fund Shares

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

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

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

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

Reinvestment of Dividends and Capital Gain Distributions

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

Addition, Deletion or Substitution of Investments

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

Substitutions may be made with respect to existing investments or the
investment of future Purchase Payments, or both. We may close the Subaccount to
allocations of Purchase Payments or Contract Value, or both, at any time in our
sole discretion. The fund, which sells shares to the Subaccount pursuant to a
participation agreement, also may terminate the agreement and discontinue
offering its shares to the Subaccount. A substitution might also occur if
shares of a fund should no longer be available, or if investment in the fund's
shares should become inappropriate, in the judgment of our management, for the
purposes of the contract, or for any other reason in our sole discretion.

If the Subaccount or fund is closed to future Purchase Payments, we may add a
new investment option to the contract. As an alternative, we may substitute a
new fund for the prior fund option, after obtaining any necessary approval of
the SEC and upon written notice to you. At least one variable investment option
will be available at all times.

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

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

Our administrative services include:
o processing applications for and issuing the contracts;
o processing purchases and redemptions of fund shares as required;
o maintaining records;
o administering Annuity Payouts;
o furnishing accounting and valuation services (including the calculation and
monitoring of daily Subaccount values);
o reconciling and depositing cash receipts;
o providing contract confirmations; and
o providing toll-free and website inquiry services.

The benefits we provide include:
o a Death Benefit;
o a Guaranteed Withdrawal Benefit;
o Annuity Payout benefits; and

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o cash surrender value benefits.

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

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

Deductions from the VAA

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

Mortality and expense risk and administrative charge..... 0.05%

Guaranteed Withdrawal Benefit charge: The annual charge for this feature is
currently 0.90% (0.075% monthly). This charge is applied to the Income Base
(initial Purchase Payment), as increased for subsequent Purchase Payments,
Automatic Annual Step-ups, and decreased for Excess Withdrawals. We will deduct
the cost of this benefit from the Participant Account Value on a monthly basis,
with the first deduction occurring on the Valuation Date on or next following
the one-month anniversary of the Guaranteed Withdrawal Benefit Effective Date.
The amount we deduct will increase or decrease as the Income Base increases or
decreases, because the charge is based on the Income Base. See Guaranteed
Withdrawal Benefit - Income Base section for a discussion and example of the
impact of the changes to the Income Base.

The percentage charge may increase no more frequently than once in a 12 month
period and we will notify you in advance of the effective date of the change.
The charge will not exceed the guaranteed maximum annual percentage charge of
2.00%. The guaranteed maximum monthly percentage charge is 0.17%.

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

Other Charges and Deductions

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

Additional Information

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

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

The Contract

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

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<PAGE>

Purchase Payments

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

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

Valuation Date

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

Allocation of Purchase Payments

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

Valuation of Accumulation Units

Purchase Payments allocated to the VAA are converted into Accumulation Units.
This is done by dividing the amount allocated by the value of an Accumulation
Unit for the Valuation Period during which the Purchase Payments are allocated
to the VAA. The Accumulation Unit value for the Subaccount was established at
the inception of the Subaccount. It may increase or decrease from Valuation
Period to Valuation Period. Accumulation Unit values are affected by investment
performance of the fund, fund expenses, and the deduction of certain contract
charges. We determine the value of an Accumulation Unit on the last day of any
following Valuation Period as follows:

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

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

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

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

Guaranteed Withdrawal Benefit

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

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<PAGE>

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

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

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

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

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

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

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

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

a.)the Participant (single life option), or the Participant or spouse (joint
life option) are still living and under age 86 (if both spouses are living,
they both must be under age 86); and

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

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

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

Contract Value Income Base
---------------- ------------

Initial Purchase Payment $50,000 . $50,000 $50,000
Valuation Date immediately prior to 1st Benefit Year anniversary..... $54,000 $54,000
Valuation Date immediately prior to 2nd Benefit Year anniversary..... $53,900 $54,000
Valuation Date immediately prior to 3rd Benefit Year anniversary..... $57,000 $57,000
Valuation Date immediately prior to 4th Benefit Year anniversary..... $64,000 $64,000

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

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

Table of Guaranteed Annual Income Percentages by Ages

Guaranteed Guaranteed Annual Income
Annual Income amount amount percentage
Age percentage (Single Life Option) (Joint Life Option)
--------------------------------- --------------------------------- -------------------------

At Least 55 and under 65... 4% 3.5%
65-70...................... 5% 4.5%
71+........................ 6% 5.5%

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Total Purchase Payment during Year 1 (Table 1 in effect)......................... $ 5,000
Automatic Step-Up of Income Base to market value on Benefit Year anniversary..... $ 5,900
Total Purchase Payments during Year 2 (Table 2 in effect)........................ $ 5,000
Market loss so no Automatic Step-Up on Benefit Year anniversary.................. $10,900

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

According to the formula above, at the end of year 2 the percentage attributed
to the first Table is ($5,900 / $10,900 x 4%) = 2.16%. The percentage
attributed to the second Table is ($5,000 / $10,900 x 3.5%) = 1.61%. Adding the
two rates together results in a WAGAI of 3.77%. This rate will be applied to
the Total Income Base of $10,900 to produce a Guaranteed Annual Income amount
of $410.93.

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

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

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<PAGE>

for the Benefit Year, if applicable, in order to determine whether a withdrawal
may be an Excess Withdrawal. Questions regarding Excess Withdrawals should be
referred to the customer service number provided on the front page of this
prospectus.

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

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

Guaranteed Annual Income amount = $3,400 (4% of the Income Base of $85,000)
After a $12,000 Withdrawal, $3,400 is within the Guaranteed Annual Income
amount, $8,600 is the Excess Withdrawal.
The Participant Account Value is reduced by the amount of the Guaranteed Annual
Income amount of $3,400 and the Income Base is not reduced: Participant Account
Value = $56,600 ($60,000 - $3,400) Income Base = $85,000

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

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

Income Base = $72,084.81 ($85,000 x 15.19435% = $12,915.19; $85,000 -
$12,915.19 = $72,084.81)

On the following Benefit Year anniversary:

Participant Account Value = $43,000

Income Base = $72,084.81

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

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

After the Guaranteed Annual Income Effective Date, withdrawals will be treated
as within the Guaranteed Annual Income amount (even if they exceed the
Guaranteed Annual Income amount) only if the withdrawals are taken as
systematic monthly or quarterly installments of the amount needed to satisfy
the required minimum distribution (RMD) rules under Internal Revenue Code
Section 401(a)(9). In addition, in order for this exception for RMDs to apply,
the following must occur:
o Lincoln's monthly or quarterly automatic withdrawal service is used to
calculate and pay the RMD;
o The RMD calculation must be based only on the Participant Account Value in
this contract; and
o No withdrawals other than RMDs are made within the Benefit Year (except as
described in the next paragraph).

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

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

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

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

Upon the first death under the joint life option, the lifetime payout of the
Guaranteed Annual Income amount will continue for the life of the surviving
spouse unless a Death Benefit is paid out if available. The Automatic Annual
Step-up will continue if applicable as discussed above. Upon the death of the
surviving spouse, the Guaranteed Withdrawal Benefit will end and no further
Guaranteed Annual Income amounts are available (even if there was an Income
Base in effect at the time of the death). A Death Benefit, as set forth below,
may be available upon the second death.

The Death Benefit is equal to the greater of:
o the current Participant Account Value as of the Valuation Date we approve
the payment of the claim; or

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o the sum of all Purchase Payments into the Participant Account Value
decreased by withdrawals. Excess Withdrawals reduce the sum of all Purchase
Payments in the same proportion that Excess Withdrawals reduced the
Participant Account Value. All other withdrawals reduce the sum of all
Purchase Payments by the dollar amount of the withdrawal.

The value of the Death Benefit will be determined as of the date on which the
death claim is approved for payment. This payment will occur upon receipt of:
o proof, satisfactory to us, of the death;
o written authorization for payment; and
o our receipt of all required claim forms, fully completed.

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

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

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

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

Termination. The Contractowner may terminate the contract, including the
Guaranteed Withdrawal Benefit, by notifying us in writing and surrendering the
contract without requesting to preserve the Guaranteed Withdrawal Benefit.
Under current law, if this occurs and the Participant is not eligible for a
rollover distribution and the Plan sponsor does not make other arrangements to
provide the benefit, the Participant may lose the Guaranteed Withdrawal
Benefit.

The Guaranteed Withdrawal Benefit will automatically terminate for a
Participant:

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

o when the Income Base or Participant Account Value is reduced to zero due to
an Excess Withdrawal; or
o if the Plan contains a small account payout provision and the Participant
does not elect a rollover distribution (depending on a Plan's terms, a
rollover may not be available for account balances less than $200).

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

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

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

Surrenders and Withdrawals

Before the Annuity Commencement Date, we will allow the surrender of the
contract or a withdrawal of a portion of the Contract Value upon your written
request or the written request of a Participant, if authorized by the
Contractowner, subject to the conditions of the contract discussed below.
Surrender or withdrawal rights after the Annuity Commencement Date depend on
the Annuity Payout option selected.

The amount available upon surrender/withdrawal is the Contract Value at the end
of the Valuation Period during which the written request for
surrender/withdrawal is received at the Home Office if the request is received
in Good Order before 4:00 p.m. New York time or the close of trading of the New
York Stock Exchange if earlier. If we receive a surrender or withdrawal request
in Good Order at or after 4:00 p.m., New York time, we will process the request
using the Accumulation Unit value computed on the next Valuation

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Date. Unless prohibited, surrender/withdrawal payments will be mailed within
seven days after we receive a valid written request at the home office. The
payment may be postponed as permitted by the 1940 Act.

The tax consequences of a surrender/withdrawal are discussed later in this
prospectus. See Federal Tax Matters.

Special restrictions on surrenders/withdrawals apply if your contract is
purchased as part of a retirement plan of a public school system or 501(c)(3)
organization under Section 403(b) of the tax code.

Distribution of Section 403(b) elective deferrals many not be paid to a
Participant earlier than the earliest date on which the Participant has a
severance from employment, dies, has a hardship, becomes disabled, or attains
age 591/2. Special rules for pre-1989 Section 403(b) elective deferrals (but
not earnings thereon) may apply subject to Plan terms and conditions.
Distributions from a 403(b) custodial account may not be paid to a Participant
before the Participant has a severance from employment, dies, becomes disabled,
or attains age 591/2. Any amounts transferred out of a 403(b) custodial account
to an annuity, including earnings thereon, continue to be subject to these
distribution restrictions.

For contracts issued in connection with qualified plans, Participants should
consult the terms of the plan for limitations on early surrender or payment.
See Federal Tax Matters and the SAI.

Delay of Payments

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

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

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

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

Amendment of Contract

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

Ownership

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

As Contractowner, you have all rights under the contract. A Contractowner who
is a custodian or trustee may provide certain ownership rights to the
Participant/Annuitant. According to Indiana law, the assets of the VAA are held
for the exclusive benefit of all Contractowners and their designated
Beneficiaries; and the assets of the VAA are not chargeable with liabilities
arising from any other business that we may conduct. Qualified contracts may
not be assigned or transferred except as permitted by applicable law and upon
written notification to us. Non-qualified contracts may not be collaterally
assigned. Assignments may have an adverse impact on any Death Benefits or
benefits offered under living benefit riders in this product and may be
prohibited under the terms of a particular feature. We assume no responsibility
for the validity or effect of any assignment. Consult your tax adviser about
the tax consequences of an assignment.

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Contractowner Questions

The obligations to purchasers under the contracts are those of Lincoln Life.
This prospectus provides a general description of the material features of the
contract. Contracts, endorsements and riders may vary as required by state law.
Questions about your contract should be directed to us at 1-800-341-0441.

Annuity Payouts

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

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

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

Annuity Options

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

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

Joint Life Annuity. This option offers a periodic payout during the joint
lifetime of the Annuitant and a designated joint annuitant. The payouts
continue during the lifetime of the survivor.

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

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

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

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

General Information

None of the options listed above currently provides withdrawal features,
permitting the Contractowner or Participant to withdraw commuted values as a
lump sum payment. Other options, with or without withdrawal features, may be
made available by us. Options are only available to the extent they are
consistent with the requirements of the contract as well as Sections 72(s) and
401 (a)(9) of the tax code, if applicable.

You or the Participant, if allowed, must give us at least 30 days notice before
the date on which you want payouts to begin. If proceeds become available to a
Beneficiary in a lump sum, the Beneficiary may choose any Annuity Payout
option. We may require proof of age, sex, or survival of any payee upon whose
age, sex, or survival payments depend.

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

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o all claim forms, fully completed.

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

Federal Tax Matters

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

Qualified Retirement Plans

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

Types of Qualified Contracts and Terms of Contracts

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

We will amend the contract to be used with a qualified retirement 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 retirement plan benefits
may be subject to the Plan's terms and conditions. In addition, we are not
bound by the terms and conditions of qualified retirement plans to the extent
such terms and conditions contradict the contract, unless we consent.

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

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

Tax Deferral on Earnings

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o An individual must own the contract (or the tax law must treat the contract
as owned by an individual).
o The investments of the VAA must be "adequately diversified" in accordance
with IRS regulations.
o Your right to choose particular investments for a contract must be limited.
o The Annuity Commencement Date must not occur near the end of the Annuitant's
life expectancy.

Investments in the VAA Must Be Diversified

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

Restrictions

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

Tax Treatment of Qualified Contracts

The Federal income tax rules applicable to qualified retirement plans and
qualified contracts vary with the type of Plan and contract. For example,
o Federal tax rules limit the amount of Purchase Payments that can be made,
and the tax deduction or exclusion that may be allowed for the Purchase
Payments. These limits vary depending on the type of qualified retirement
plan and the Participant's specific circumstances (e.g., the Participant's
compensation).
o Minimum annual distributions are required under some qualified retirement
plans once you reach age 70 1/2 or retire, if later as described below.
o Under most qualified plans, such as a traditional IRA, the owner must begin
receiving payments from the contract in certain minimum amounts by a
certain age, typically age 701/2. Other qualified plans may allow the
Participant to take required distributions upon the later of reaching age
701/2 or retirement.

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

Tax Treatment of Payments

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

Required Minimum Distributions (RMDs)

Under most qualified plans, you must begin receiving payments from the contract
in certain minimum amounts by April 1 of the year following the year you attain
age 70 1/2 or retire, if later. You are required to take distributions from
your traditional IRAs by April 1 of the year following the year you reach age
70 1/2. 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.

Treasury regulations applicable to required minimum distributions include a
rule that may impact the distribution method you have chosen and the amount of
your distributions. Under these regulations, the presence of an enhanced Death
Benefit, or other benefit, if any, may require you to take additional
distributions. An enhanced Death Benefit is any Death Benefit that has the
potential to pay more than the Contract Value or a return of Purchase Payments.
Please contact your tax adviser regarding any tax ramifications.

Federal Penalty Tax on Early Distributions from Qualified Retirement Plans

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The tax code may impose a 10% penalty tax on an early 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, the 10% penalty tax will not apply to any of the following
withdrawals, surrenders, or Annuity Payouts:
o Distribution received on or after the Annuitant reaches 591/2
o Distribution received on or after the Annuitant's death or because of the
Annuitant's disability (as defined in the tax law)
o Distribution received as a series of substantially equal periodic payments
based on the Annuitant's life (or life expectancy), or
o Distribution received as reimbursement for certain amounts paid for medical
care.

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

Unearned Income Medicare Contribution

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

Taxation of Death Benefits

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

Transfers and Direct Rollovers

As a result of the Economic Growth and Tax Relief Reconciliation Act of 2001
("EGTRRA"), you may be able to move funds between different types of qualified
plans, such as 403(b) and 457(b) governmental plans, by means of a rollover or
transfer. You may be able to rollover or transfer amounts between qualified
plans and traditional IRAs. These rules do not apply to Roth IRAs and 457(b)
non-governmental tax-exempt plans. The PPA permits direct conversions from
certain qualified, 403(b) or 457(b) plans to Roth IRAs (effective for
distribution after 2007). There are special rules that apply to rollovers,
direct rollovers and transfers (including rollovers or transfers or after-tax
amounts). If the applicable rules are not followed, you may incur adverse
Federal income tax consequences, including paying taxes which you might not
otherwise have had to pay. Before we send a rollover distribution, we will
provide a notice explaining tax withholding requirements (see Federal Income
Tax Withholding). We are not required to send you such notice for your IRA. You
should always consult your tax adviser before you move or attempt to move any
funds.

The IRS issued Announcement 2014-15 following the Tax Court's decision in
Bobrow v. Commissioner, T.C. Memo. 2014-21. In the Announcement, the IRS stated
its intent to apply the one-rollover-per-year limitation of 408(d)(3)(B) on an
aggregate basis to all IRAs that an individual owns. This means that an
individual cannot make a tax-free IRA-to-IRA rollover if he or she has made
such a rollover involving any of the individual's IRAs in the current tax year.
If an intended rollover does not qualify for tax-free rollover treatment,
contributions to your IRA may constitute excess contributions that may exceed
contribution limits. This one-rollover-per-year limitation does not apply to
direct trustee-to-trustee transfers.

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.

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Nonqualified Annuity Contracts

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

Our Tax Status

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

Changes in the Law

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

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

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

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

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

Distribution of the Contracts
Lincoln Financial Distributors ("LFD") serves as Principal Underwriter of this
contract. LFD is affiliated with Lincoln Life and is registered as a
broker-dealer with the SEC under the Securities Exchange Act of 1934 and is a
member of FINRA. The Principal Underwriter has entered into selling agreements
with Lincoln Financial Advisors ("LFA"), also an affiliate of ours. The
Principal Underwriter has also entered into selling agreements with
broker-dealers that are unaffiliated with us. While the Principal Underwriter
has the legal authority to make payments to broker-dealers which have entered
into selling agreements, we will make such payments on behalf of the Principal
Underwriter in compliance with appropriate regulations. We also pay on behalf
of LFD certain of its operating expenses related to the distribution of this
and other of our contracts. The following paragraphs describe how payments are
made by us and The Principal Underwriter to various parties.

Compensation Paid to LFA. The maximum compensation the Principal Underwriter
pays to LFA is 1.00% based on assets in the retirement plan, which include
assets in this contract. Alternatively, LFA may elect to receive a lower rate
of compensation. No commission is paid for the sale of this contract.

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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 maximum compensation the
Principal Underwriters pays to Selling Firms, other than LFA, is 1.00% based on
assets in the retirement plan, which include assets in this contract.
Alternatively, some Selling Firms may elect to receive a lower rate of
compensation. No commission is paid for the sale of this contract. LFD also
acts as wholesaler of the contracts and performs certain marketing and other
functions in support of the distribution and servicing of the contracts.

LFD may pay certain Selling Firms or their affiliates additional amounts for:
(1) "preferred product" treatment of the contracts in their marketing programs,
which may include marketing services and increased access to sales
representatives; (2) sales promotions relating to the contracts; (3) costs
associated with sales conferences and educational seminars for their sales
representatives; (4) other sales expenses incurred by them; and (5) inclusion
in the financial products the Selling Firm offers.

Lincoln Life may provide loans to broker-dealers or their affiliates to help
finance marketing and distribution of the contracts, and those loans may be
forgiven if aggregate sales goals are met. In addition, we may provide staffing
or other administrative support and services to broker-dealers who distribute
the contracts. LFD, as wholesaler, may make bonus payments to certain Selling
Firms based on aggregate sales of our variable insurance contracts (including
the contracts) or persistency standards. These additional payments are not
offered to all Selling Firms, and the terms of any particular agreement
governing the payments may vary among Selling Firms.

These additional types of compensation are not offered to all Selling Firms.
The terms of any particular agreement governing compensation may vary among
Selling Firms and the amounts may be significant. The prospect of receiving, or
the receipt of, additional compensation may provide Selling Firms and/or their
registered representatives with an incentive to favor sales of the contracts
over other variable annuity contracts (or other investments) with respect to
which a Selling Firm does not receive additional compensation, or lower levels
of additional compensation. You may wish to take such payment arrangements into
account when considering and evaluating any recommendation relating to the
contracts. Additional information relating to compensation paid in 2012 is
contained in the Statement of Additional Information (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. Commissions and other incentives or
payments described above are not charged directly to contract owners or the
Fund. All compensation is paid from our resources, which include fees and
charges imposed on your contract.

Return Privilege
Within the free-look period after you receive the contract, you may cancel it
for any reason by delivering or mailing it postage prepaid, to The Lincoln
National Life Insurance Company at PO Box 2340, Fort Wayne, IN 46801-2340. A
contract canceled under this provision will be void. Except as explained in the
following paragraph, we will return the Contract Value as of the Valuation Date
on which we receive the cancellation request. A purchaser who participates in
the VAA is subject to the risk of a market loss on the Contract Value during
the free-look period.

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

State Regulation

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

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Records and Reports

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

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

Legal Proceedings
In the ordinary course of its business and otherwise, the Company and its
subsidiaries or its separate accounts and Principal Underwriter may become or
are involved in various pending or threatened legal proceedings, including
purported class actions, arising from the conduct of its business. In some
instances, the proceedings include claims for unspecified or substantial
punitive damages and similar types of relief in addition to amounts for alleged
contractual liability or requests for equitable relief.

After consultation with legal counsel and a review of available facts, it is
management's opinion that the proceedings, after consideration of any reserves
and rights to indemnification, ultimately will be resolved without materially
affecting the consolidated financial position of the Company and its
subsidiaries, or the financial position of its separate accounts or Principal
Underwriter. However, given the large and indeterminate amounts sought in
certain of these proceedings and the inherent difficulty in predicting the
outcome of such legal proceedings, it is possible that an adverse outcome in
certain matters could be material to the Company's operating results for any
particular reporting period. Please refer to the Statement of Additional
Information for possible additional information regarding Legal Proceedings.

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

Item Page

Special Terms B-2
Services B-2
Principal Underwriter B-2
Purchase and Pricing of Securities Being Offered B-2
Determination of Accumulation Unit Value B-2
Capital Markets B-3
Advertising & Ratings B-3
Unclaimed Property B-3
Other Information B-4
Financial Statements B-4

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

Statement of Additional Information Request Card
Lincoln Secured Retirement IncomeSM Version 1
Lincoln National Variable Annuity Account L

Please send me a free copy of the current Statement of Additional Information
for Lincoln National Variable Annuity Account L / Lincoln Secured Retirement
IncomeSM Version 1.

(Please Print)

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

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

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

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

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Lincoln Secured Retirement IncomeSM Version 2
Lincoln National Variable Annuity Account L
Group Variable Annuity Contract
Home Office:
The Lincoln National Life Insurance Company
1300 South Clinton Street
Fort Wayne, IN 46802
1-800-341-0441

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

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.

May 1, 2014

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Table of Contents

Item Page

Special Terms 3
Expense Tables 5
Summary of Common Questions 6
The Lincoln National Life Insurance Company 7
Variable Annuity Account (VAA) 8
Charges and Other Deductions 10
The Contract 12
Guaranteed Withdrawal Benefit 13
Surrenders and Withdrawals 18
Annuity Payouts 19
Federal Tax Matters 20
Voting Rights 23
Distribution of the Contracts 23
Return Privilege 24
Other Information 25
Legal Proceedings 25
Statement of Additional Information
Table of Contents for Lincoln National Variable Annuity Account L 26