FUND PARTICIPATION AGREEMENT





       THIS FUND PARTICIPATION AGREEMENT is made and entered into as of

September 26, 1996 by and between LINCOLN NATIONAL LIFE INSURANCE COMPANY (the

"Company") and TWENTIETH CENTURY SECURITIES, INC. (the "Distributor").



       WHEREAS, the Company offers to the public certain group variable annuity

contracts and group variable life insurance contracts (the "Contracts"); and



       WHEREAS, the Company wishes to offer as investment options under the

Contracts, TCI Balanced and TCI Growth (the "Funds"), both of which are a series

of mutual fund shares registered under the Investment Company Act of 1940, as

amended, and issued by TCI Portfolios, Inc. (the "Issuer"); and



       WHEREAS, on the terms and conditions hereinafter set forth, Distributor

and the Issuer desire to make shares of the Funds available as investment

options under the Contracts and to retain the Company to perform certain

administrative services on behalf of the Funds;



       WHEREAS, the Funds are open-end management investment companies that were

established for the purpose of serving as the investment vehicles for separate

accounts established for variable life insurance policies and variable annuity

contracts (collectively referred to as "Variable Insurance Products", the owners

of such products being referred to as "Contract Owners") to be offered by

insurance companies which have entered into participation agreements with the

Fund ("Participating Insurance Companies"); and



       WHEREAS, the Issuer filed with the Securities and Exchange Commission

(the "SEC") and the SEC has declared effective a registration statement

(referred to herein as the "Fund Registration Statement" and the prospectus

contained therein, or filed pursuant to Rule 497 under the 1933 Act, referred to

herein as the "Fund Prospectus") on Form N-1A to register itself as an open-end

management investment company (File No. 40-811-5188) under the Investment

Company Act of 1940, as amended (the " 1940 Act"), and the Fund shares (File No.

33-14567) under the Securities Act of 1933, as amended (the "1933 Act"); and



       WHEREAS, the Company has filed a registration statement with the SEC to

register under the 1933 Act certain variable annuity contracts described in

Schedule A to this Agreement as in effect at the time this Agreement is executed

and such other variable annuity contracts and variable life insurance policies

which may be added to Schedule A from time to time (each such registration

statement for a class or classes of contracts listed on Schedule A being

referred to as the "Contracts Registration Statement" and the prospectus for

each such class or classes being referred to herein as the "Contracts

Prospectus"); and



       WHEREAS, each Account (defined in Section 7(a) below), a validly existing

separate account, duly authorized by resolution of the Board of Directors of the

Company, set forth on





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Schedule B sets aside and invests assets attributable to the Contracts; and



       WHEREAS, the Company has registered or will have registered each Account

with the SEC as a unit investment trust under the 1940 Act before any Contracts

are issued by that Account; and



       WHEREAS, the Distributor is registered as a broker-dealer with the SEC

under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a

member in good standing of the National Association of Securities Dealers, Inc.

(the "NASD"); and



       WHEREAS, the Distributor and the Issuer have entered into an agreement

(the "Distribution Agreement") pursuant to which the Distributor will distribute

Fund shares; and



         WHEREAS, Investors Research Corporation (the "Investment Advisor") is

 registered as an investment adviser under the 1940 Act and any applicable state

 securities laws and serves as an investment manager to the Issuer and the Funds

 pursuant to an agreement; and



       WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to purchase Fund shares on behalf of each

Account to fund its Contracts and the Distributor is authorized to sell such

Fund shares to purchasers such as the Accounts at net asset value;



NOW, THEREFORE, the Company and Distributor agree as follows:



       1.     TRANSACTIONS IN THE FUNDS. Subject to the terms and conditions of

this Agreement, the Distributor will cause the Issuer to make shares of the

Funds available to be purchased, exchanged, or redeemed, by the Company on

behalf of the Accounts through a single account per Fund at the net asset value

applicable to each order. The Funds' shares shall be purchased and redeemed on a

net basis in such quantity and at such time as determined by the Company to

satisfy the requirements of the Contracts for which the Funds serve as

underlying investment media. Dividends and capital gains distributions will be

automatically reinvested in full and fractional shares of the Funds.



       2.     ADMINISTRATIVE SERVICES. The Company shall be solely responsible

for providing all administrative services for the Contract Owners. The Company

agrees that it will maintain and preserve all records as required by law to be

maintained and preserved, and will otherwise comply with all laws, rules and

regulations applicable to the marketing of the Contracts and the provision of

administrative services to the Contract Owners.



       3.     TIMING OF TRANSACTIONS.



       Distributor hereby appoints the Company as its agent and/or agent for the

Funds for the limited purpose of accepting purchase and redemption orders for

Fund shares from the Accounts and/or Contract Owners, as applicable. On each day

the New York Stock Exchange (the "Exchange") is open for trading (each, a

"Business Day"), the Company may receive instructions from the Accounts and/or

Contract Owners for the purchase or redemption of shares of the Funds

("Orders"). Orders received and accepted by the Company prior to the close of

regular trading on the Exchange (the "Close of





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Trading") on any given Business Day (currently, 4:00 p.m. Eastern time) and

transmitted to the Issuers by 10:00 a.m. Eastern time on the next following

Business Day will be executed at the net asset value determined as of the Close

of Trading on the previous Business Day. Any Orders received by the Company

after the Close of Trading, and all Orders that are transmitted to the Issuers

after 10:00 a.m. Eastern time on the next following Business Day, will be

executed by the Issuers at the net asset value next determined following receipt

of such Order. The day as of which an Order is executed by the Issuers pursuant

to the provisions set forth above is referred to herein as the "Trade Date".



       4.     PROCESSING OF TRANSACTIONS.



       (a)    By 7:00 p.m. Eastern time on each Business Day, Distributor will

provide to the Company, via facsimile or other electronic transmission

acceptable to the Company, the Funds' net asset value, dividend and capital gain

information and, in the case of income funds, the daily accrual for interest

rate factor (mil rate), determined at the Close of Trading.



       (b)    By 10:00 a.m. Eastern time on each Business Day, the Company will

provide to Distributor via facsimile or other electronic transmission acceptable

to Distributor a report stating whether the Orders received by the Company from

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