Form: 485BPOS, Filing Date: 06/22/2009

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SECURITIES AND EXCHANGE COMMISSION

FORM 485BPOS Post-effective amendments [Rule 485(b)]

Filing Date: 2009-06-22 SEC Accession No. 0000726865-09-000762

(HTML Version on secdatabase.com)

FILER LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C Mailing Address Business Address P O BOX 1110 P O BOX 1110 CIK:353894| IRS No.: 350472300 | State of Incorp.:IN | Fiscal Year End: 1231 FORT WAYNE IN 46802 FORT WAYNE IN 46802 Type: 485BPOS | Act: 33 | File No.: 333-68842 | Film No.: 09903295 2604552000 LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C Mailing Address Business Address P O BOX 1110 P O BOX 1110 CIK:353894| IRS No.: 350472300 | State of Incorp.:IN | Fiscal Year End: 1231 FORT WAYNE IN 46802 FORT WAYNE IN 46802 Type: 485BPOS | Act: 40 | File No.: 811-03214 | Film No.: 09903296 2604552000

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on June 22, 2009 1933 Act Registration No. 333-68842 1940 Act Registration No. 811-03214 ------SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /

POST-EFFECTIVE AMENDMENT NO. 22 /X/

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /

AMENDMENT NO. 96 /X/

Lincoln National Variable Annuity Account C (Exact Name of Registrant)

Multi-Fund (Reg. TM) 5

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY (Name of Depositor)

1300 South Clinton Street Post Office Box 1110 Fort Wayne, Indiana 46801 (Address of Depositor's Principal Executive Offices)

Depositor's Telephone Number, Including Area Code: (260) 455-2000

Dennis L. Schoff, Esquire The Lincoln National Life Insurance Company 1300 South Clinton Street Post Office Box 1110 Fort Wayne, IN 46801 (Name and Address of Agent for Service)

Copy to:

Ronald R. Bessette, Esquire The Lincoln National Life Insurance Company One Granite Place Concord, NH 03301

Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective:

/ / immediately upon filing pursuant to paragraph (b) of Rule 485 /x/ on July 1, 2009, pursuant to paragraph (b) of Rule 485 / / 60 days after filing pursuant to paragraph (a)(1) of Rule 485 / / on ______, pursuant to paragraph (a)(1) of Rule 485

Title of Securities being registered:

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Interests in a separate account under individual flexible payment deferred variable annuity contracts.

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

Lincoln National Variable Annuity Account C Multi-Fund(R), Multi-Fund 5(R)

Lincoln Life Variable Annuity Account N ChoicePlus Product Suite, ChoicePlus II Product Suite ChoicePlus Assurance Product Suite, ChoicePlus Design

Supplement dated July 1, 2009 to the May 1, 2009 Prospectus, as supplemented

This supplement outlines changes to certain provisions of the prospectus for your individual variable annuity contract. It is for informational purposes and requires no action on your part.

The following paragraph is applicable only to contractowners who purchased the Lincoln SmartSecurity(R) Advantage rider or the 4LATER(R) Advantage rider between April 10, 2006 and January 20, 2009 and are subject to Investment Requirements Option 1.

Beginning July 1, 2009 through December 28, 2009, you will have the opportunity to elect a different Investment Requirements option. You may elect to terminate your Lincoln SmartSecurity(R) Advantage or 4LATER(R) Advantage rider and purchase the same rider and rider option (if applicable) in order to be subject to Investment Requirements Option 3 instead of Investment Requirements Option 1. You cannot change from one rider to a different rider or rider option. You may not drop the rider completely (unless you meet the termination guidelines outlined in the prospectus). The new rider may have a higher percentage charge than the current rider. The percentage charge for the new rider will be the current percentage charge for the rider at the time you elect it, not to exceed the guaranteed maximum percentage charge. The new rider effective date will be the date we approve your request.

You should consult with your registered representative to determine whether you should terminate your current rider and elect a new rider in order to be subject to Investment Requirements Option 3 instead of Investment Requirements Option 1. You should also consider whether an increased rider fee and the start of a new step-up period are appropriate in light of your investment risk profile and your investment objectives. If you choose to terminate your existing rider and elect a new rider, you will have to revise your allocation instructions in accordance with Investment Requirements Option 3.

Lincoln SmartSecurity(R) Advantage. You may terminate your Lincoln SmartSecurity(R) Advantage rider to purchase a new Lincoln SmartSecurity(R) Advantage rider so long as you otherwise meet the rider availability criteria as set forth in your prospectus. The Guaranteed Amount under your current rider on the date the rider is terminated will be used to establish the initial Guaranteed Amount under the new rider, and a new step-up period will begin. The Maximum Annual Withdrawal amount on the termination date of your current rider will be used to establish the Maximum Annual Withdrawal amount under the new rider. This applies to all versions of Lincoln SmartSecurity(R) Advantage, regardless of whether they are currently offered for new elections. There will be a pro-rata deduction of the Rider charge based on the Guaranteed Amount on the valuation date the rider is terminated. This deduction covers the cost of the Rider from the time of the previous deduction to the date the rider is terminated. After the effective date of the new Rider we will deduct the Rider

If you currently own the Lincoln SmartSecurity(R) Advantage 5 year Elective Step-up option you will not be eligible for a Step-up of the Guaranteed Amount until five years after the effective date of the new rider. This means that contractowners who elect a new Lincoln SmartSecurity(R) Advantage 5 year Elective Step-up option will forgo an earlier opportunity to step-up their Guaranteed Amount. In addition, upon termination of your current rider and election of the new rider you will be charged the current rider charge which is currently equal to an annual rate of 0.65% of the Guaranteed Amount (0.1625% quarterly).

The five year rider charge waiver waiting period (if available in your contract) as outlined in your prospectus will re-start upon election of a new Lincoln SmartSecurity(R) Advantage rider. In other words, you will have to wait an additional five years for the waiver to occur if you qualify. See Charges and Other Deductions - Rider Charges - Lincoln SmartSecurity(R) Advantage in your prospectus for details of this provision.

If you currently own the Lincoln SmartSecurity(R) Advantage 1 year Automatic Step-up option you will be eligible for a Step-up of the Guaranteed Amount one year after the effective date of the new rider. You will begin a new 10-year step-up period which, depending upon your age, may affect or limit the number of additional 10 year step-up periods you will be eligible for in the future. In addition, upon termination of your current rider and election of a new rider your rider percentage charge will not change and will be equal to an annual rate of 0.65% of the Guaranteed Amount (0.1625% quarterly) for the Lincoln SmartSecurity(R) Advantage 1 year Automatic Step-up (Single Life option) and will be equal to 0.80% of the Guaranteed Amount (0.2000% quarterly) for the Lincoln SmartSecurity(R) Advantage 1 year Automatic Step-up (Joint Life option).

4LATER(R) Advantage. You may terminate your 4LATER(R) Advantage rider to purchase a new 4LATER(R) Advantage rider so long as you otherwise meet the rider availability criteria as set forth in your prospectus. The Income Base on the current rider on the date it is terminated will be used to establish the Income Base for the new rider. The Income Base for the new rider may include an additional credit based on which year of the prior waiting period your rider is in. Contractowners whose current riders are in months 25-36 of the 3-year waiting period will receive a credit added to the Income Base equal to 10% of the Income Base on the date that they terminate the current rider. Contractowners whose riders are in months 13-24 of the 3-year waiting period will receive a credit added to the Income Base equal to 5% of the Income Base on the date they terminate the current rider. Contractowners whose riders are in months 1-12 of the 3-year waiting period will not receive a credit to the Income Base. The 3-year Waiting Period will restart with the purchase of the new rider and you will not be eligible to receive the 15% automatic enhancement to the Income Base until the new Waiting Period is completed.

Upon termination of your current rider and election of a new rider there will be a pro-rata deduction of the Rider charge based on the Income Base on the valuation date the rider is terminated. This deduction covers the cost of the Rider from the time of the previous deduction to the date the rider is terminated. After the effective date of the new Rider we will deduct the current Rider charge on a quarterly basis as described in your prospectus. The current annual 4LATER(R) Advantage charge is 0.65% of the Income Base (0.1625% quarterly).

If you elect to terminate your 4LATER(R) Advantage rider to purchase a new 4LATER(R) Advantage rider we will waive (under these circumstances only) the requirement that you wait one year after rider election to terminate the rider and elect i4LIFE(R) Advantage.

Investment Requirements Option 2 and Option 3: Beginning June 30, 2009, the DWS Alternative Asset Allocation Plus VIP Portfolio will be available for investment for contractowners who are subject to Investment Requirements Options 2 and 3. The DWS Alternative Asset Allocation Plus VIP Portfolio will be part of Group 3 under each Option.

Please keep this Supplement with your prospectus for future reference.

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

Lincoln National Variable Annuity Account C

Multi-Fund(R) 5

Supplement dated June 30, 2009 to the May 1, 2009 Prospectus, as supplemented

This Supplement dated June 29, 2009, outlines changes to the prospectus for your Multi-Fund(R) 5 variable annuity contract. This supplement is for informational purposes and requires no action on your part.

The following paragraph is applicable to new contractowners. Beginning June 30, 2009, the following contract options will no longer be available for purchase:

o EGMDB with bonus credit; o EEB Rider with bonus credit.

New contractowners should disregard all provisions within the prospectus relating to the above-listed bonus credit options and the EEB Rider death benefit.

Please keep this Supplement with your prospectus for future reference.

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

Lincoln National Variable Annuity Account C

Multi-Fund(R) 5

Supplement dated June 30, 2009 to the May 1, 2009 Prospectus, as supplemented

This Supplement dated June 30, 2009, outlines changes to the prospectus for your Multi-Fund(R) 5 variable annuity contract. This supplement is for informational purposes and requires no action on your part.

The following paragraph is applicable to existing contractowners who elected the EGMDB with bonus credit option or the EEB Rider with bonus credit option. Beginning October 13, 2009, the following optional Living Benefit Riders described in your prospectus will no longer be available for election:

o Lincoln Lifetime IncomeSM Advantage

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document o Lincoln Lifetime IncomeSM Advantage Plus o Lincoln SmartSecurity(R) Advantage o 4LATER(R) Advantage

For contracts with the bonus options, contractowners will have the option to elect i4LIFE(R) Advantage with the then current version of the Guaranteed Income Benefit at any time in the future as long as the Guaranteed Income Benefit is available. We reserve the right to discontinue offering i4LIFE(R) Advantage with the Guaranteed Income Benefit in the future according to the provisions of your contract. Should we discontinue offering i4LIFE(R) Advantage with the Guaranteed Income Benefit in the future, you will be notified via a supplement to the prospectus.

Lincoln Lifetime IncomeSM Advantage provides minimum, guaranteed, periodic withdrawals for your life or for the lives of you and your spouse. Withdrawals are based on the Guaranteed Amount, which is equal to the initial purchase payment, and is increased by additional purchase payments, automatic step-ups and enhancements. Lincoln Lifetime IncomeSM Advantage Plus provides an increase in the contract value of an amount equal to the excess of the initial Guaranteed Amount over the current contract value. See The Contracts - Living Benefit Riders.

Lincoln SmartSecurity(R) Advantage provides a Guaranteed Amount that may be accessed through periodic withdrawals. The Guaranteed Amount is equal to the initial purchase payment plus any bonus credits adjusted for subsequent purchase payments, bonus credits, step-ups and withdrawals. The Guaranteed Amount may be stepped up to a higher amount according to the provisions outlined in your prospectus. See The Contracts - Living Benefit Riders.

4LATER(R) Advantage guarantees a minimum payout floor in the future for i4LIFE(R) Advantage regular income payments. 4LATER(R) Advantage provides an initial Income Base that is guaranteed to increase at a specified percentage over the accumulation period of your annuity contract. See The Contracts - Living Benefit Riders.

A complete description of the provisions of these riders, including the charges associated with these riders, is provided in your prospectus. See The Contracts - Living Benefit Riders and Charges and Other Deductions - Rider Charges.

For contracts with bonus options, on or after October 13, 2009, the following provisions within the prospectus relating to the above-listed Living Benefit Riders should be disregarded unless you have elected a Living Benefit Rider or are eligible to elect i4LIFE(R) Advantage with Guaranteed Income Benefit:

Under Charges and Other Deductions - Rider charges: o Lincoln Lifetime IncomeSM Advantage Charge; o Lincoln SmartSecurity(R) Advantage Charge; o 4LATER(R) Advantage Charge; o 4LATER(R) Guaranteed Income Benefit Charge.

Under The Contracts - Living Benefit Riders: o Lincoln Lifetime IncomeSM Advantage; o Lincoln Lifetime IncomeSM Advantage Plus; o Lincoln SmartSecurity(R) Advantage; o 4LATER(R) Advantage; o 4LATER(R) with Guaranteed Income Benefit.

For contracts purchased prior to June 30, 2009, provisions in the prospectus that allow contractowners who have elected Lincoln Lifetime IncomeSM Advantage, Lincoln Lifetime IncomeSM Advantage Plus, Lincoln SmartSecurity(R) Advantage and 4LATER(R) Advantage to drop their riders and purchase another Living Benefit

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Rider (other than i4LIFE(R) Advantage with the Guaranteed Income Benefit) shall no longer be effective on or after October 13, 2009. Before electing to drop an existing Living Benefit Rider you should consider that you will no longer be able to repurchase that rider or any other Living Benefit Rider (except i4LIFE(R) Advantage with or without the Guaranteed Income Benefit) at a later date. You should consider whether you will be eligible to purchase i4LIFE(R) Advantage with or without the Guaranteed Income Benefit which is available for contracts with contract values of at least $50,000 and at any time before an annuity payment option is elected. i4LIFE(R) Advantage with the Guaranteed Income Benefit must be elected by age 85 (qualified contracts) or age 99 (non-qualified contracts). You should also consider whether the features of i4LIFE(R) Advantage with or without the Guaranteed Income Benefit will be sufficient to meet your future income needs. Contractowners might consider purchasing i4LIFE(R) Advantage with the Guaranteed Income Benefit if they need an income program that provides periodic variable income payments for life, with a minimum payout floor, the ability to make withdrawals during a defined period of time (Access Period) and a death benefit during the Access Period. i4LIFE(R) Advantage with the Guaranteed Income Benefit uses a slightly lower annuity factor to calculate payments and contractwners might consider other annuity payment options if their annuity payments would be higher. Please refer to the i4LIFE(R) Advantage with the Guaranteed Income Benefit section of your prospectus for more details. Before deciding to drop an existing rider you should consult with your broker dealer representative.

The Investment Requirements provisions of the prospectus will continue to apply to all current elections of the Living Benefit Riders listed above and to any elections of those riders prior to October 13, 2009. In addition, Investment Requirements will apply to elections of i4LIFE(R) Advantage with the Guaranteed Income Benefit on or after October 13, 2009. Investment Requirements will not apply to contractowners who have not elected a Living Benefit Rider and contractowners who have elected i4LIFE(R) Advantage without the Guaranteed Income Benefit.

Please keep this Supplement with your prospectus for future reference.

PART A

The prospectus for the Multi-Fund(R) 5 variable annuity contract, as supplemented, is incorporated herein by reference to Post-Effective Amendment No. 21 (File No. 333-68842) filed on April 3, 2009 and to the definitive 497 Filing filed on May 4, 2009.

Supplement to the prospectus for the Multi-Fund(R) 5 variable annuity contract is incorporated herein by reference to 497 Filing filed on May 5, 2009.

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

Lincoln National Variable Annuity Account C Multi-Fund(R), Multi-Fund 5(R)

Lincoln National Variable Annuity Account E The American Legacy

Lincoln National Variable Annuity Account H

Lincoln Life Variable Annuity Account N ChoicePlus Product Suite, ChoicePlus II Product Suite ChoicePlus Assurance Product Suite, ChoicePlus Design

Supplement dated June 22, 2009 to the Statement of Additional Information dated May 1, 2009

The following information supplements the Statement of Additional Information (SAI) which should be read in conjunction with the prospectus for your variable annuity contract. The Financial Statements paragraph of your SAI is deleted and replaced with the following:

Financial Statements. The financial statements of the VAA and the financial statements of Lincoln Life are incorporated by reference. Subsequent to December 31, 2008, we recorded $600 million of goodwill impairment for the Retirement Solutions - Annuities reporting unit, which was attributable primarily to higher discount rates driven by higher debt costs and equity market volatility, deterioration in sales and declines in equity markets.

PART B

The Statement of Additional Information for the Multi-Fund(R) 5 variable annuity contract is incorporated herein by reference to Post-Effective Amendment No. 21 (File No. 333-68842) filed on April 3, 2009 and to the definitive 497 Filing filed on May 4, 2009.

Lincoln National Variable Annuity Account C

PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) List of Financial Statements

1. Part A

The Table of Condensed Financial Information is incorporated herein by reference to Post-Effective Amendment No. 21 (File No. 333-68842) filed on April 3, 2009.

2. Part B

The following financial statements for the Variable Account are incorporated herein by reference to Post-Effective Amendment No. 21 (File No. 333-68842) filed on April 3, 2009.

Statement of Assets and Liabilities - December 31, 2008 Statement of Operations - Year ended December 31, 2008 Statements of Changes in Net Assets - Years ended December 31, 2008 and 2007 Notes to Financial Statements - December 31, 2008

3. Part B

The following consolidated financial statements for The Lincoln National Life Insurance Company are incorporated herein by reference to Post-Effective Amendment No. 21 (File No. 333-68842) filed on April 3, 2009.

Consolidated Balance Sheets - Years ended December 31, 2008 and 2007 Consolidated Statements of Income - Years ended December 31, 2008, 2007, and 2006 Consolidated Statements of Shareholder's Equity - Years ended December 31, 2008, 2007, and 2006 Consolidated Statements of Cash Flows - Years ended December 31, 2008, 2007, and 2006 Notes to Consolidated Financial Statements - December 31, 2008 Report of Independent Registered Public Accounting Firm

(b) List of Exhibits

(1) Resolution of Board of Directors and Memorandum from the President of The Lincoln National Life Insurance Company authorizing establishment of the Variable Account are incorporated herein by reference to Post-Effective Amendment No. 15 (File No. 33-25990) filed on April 22, 1999.

(2) Not Applicable

(3) (a) Selling Group Agreement for Lincoln Financial Advisors incorporated herein by reference to Post-Effective Amendment No. 16 (File No. 33-25990) filed on April 22, 1999.

(b) Amendment dated November 22, 1999 to Selling Group Agreement incorporated herein by reference to Post-Effective Amendment No. 18 (File No. 33-25990) filed on April 13, 2000.

(c) Amendment dated February 14, 2000 to Selling Group Agreement incorporated herein by reference to Post-Effective Amendment No. 18 (File No. 33-25990) filed on April 13, 2000.

(d) Amended and Restated Principal Underwriting Agreement dated May 1, 2007 between The Lincoln National Life Insurance Company and Lincoln Financial Distributors, Inc. incorporated herein by reference to Post-Effective Amendment No. 24 (File No. 333-61554) filed on December 18, 2007.

(4) (a) Variable Annuity Contract incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-61554) filed on August 17, 2001.

(b) Estate Enhancement Benefit Rider incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-61554) filed on August 17, 2001.

(c) Enhanced Guaranteed Minimum Death Benefit Rider incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-61592) filed on August 23, 2001.

(d) Bonus Credit Rider incorporated herein by reference to Post-Effective Amendment No.3 (File No. 333-36304) filed on August 8, 2001.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (e) Persistency Credit Rider incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-36304) filed on August 8, 2001.

(f) Annuity Payment Option Rider incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-61554) filed on August 17, 2001.

(g) DCA Fixed Account Rider incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-61592) filed on August 23, 2001.

(h) Fixed Account Rider incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-61592) filed on August 23, 2001.

(i) Accumulated Benefit Enhancement (ABE) Rider incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-68842) filed on December 10, 2001.

(j) Income4Life(SM) Rider for Qualified contracts incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-68842) filed on December 10, 2001.

(k) Income4Life(SM) Rider for Non-Qualified contracts incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-68842) filed on December 10, 2001.

(l) I4LA-NQ Rider incorporated herein by reference to Post-Effective Amendment No. 2 (File No. 333-68842) filed on October 11, 2002.

(m) i4LA-Q Rider incorporated herein by reference to Post-Effective Amendment No. 2 (File No. 333-68842) filed on October 11, 2002.

(n) IRA Contract Amendment incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-68842) filed on April 10, 2003.

(o) IRA Contract Amendment incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-68842) filed on April 10, 2003.

(p) Roth IRA Contract Amendment incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-68842) filed on April 10, 2003.

(q) Contract Benefit Data (I4LA-CB) incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-68842) filed on April 10, 2003.

(r) Contract Benefit Data (I4LA-CB-PR) incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-68842) filed on April 10, 2003.

(s) I4LA-NQ Rider incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-68842) filed on April 10, 2003.

(t) I4LA-Q-PR Rider incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-68842) filed on April 10, 2003.

(u) I4LA-Q-PR Rider incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-68842) filed on April 10, 2003.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (v) Section 403(b) Annuity Endorsement incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-68842) filed on April 10, 2003.

(w) Accumulated Benefit Enhancement (ABE) Rider incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-68842) filed on April 10, 2003.

(x) Estate Enhancement Benefit Rider incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-68842) filed on April 10, 2003.

(y) Enhanced Guaranteed Minimum Death Benefit Rider incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-68842) filed on April 10, 2003.

(z) Variable Annuity Rider (32793) incorporated herein by reference to Post-Effective Amendment No. 14 (File No. 333-40937) filed on April 24, 2003.

(aa) I4L-NQ-PR 8/03 Rider incorporated herein by reference to Post-Effective Amendment No. 5 (File No. 333-68842) filed on April 21, 2004.

B-2

(bb) I4L-Q-PR 8/03 Rider incorporated herein by reference to Post-Effective Amendment No. 5 (File No. 333-68842) filed on April 21, 2004.

(cc) Variable Annuity Rider (32793 HWM 4/04) incorporated herein by reference to Post-Effective Amendment No. 9 (File No. 333-35780) filed on June 9, 2004.

(dd) Variable Annuity Income Rider (I4LA-MF5-NQ-PR 9/05) incorporated herein by reference to Post-Effective Amendment No. 8 (File No. 333-68842) filed on August 18, 2005.

(ee) Variable Annuity Income Rider (I4LA-MF5-Q-PR 9/05) incorporated herein by reference to Post-Effectie Amendment No. 8 (File No. 333-68842) filed on August 18, 2005.

(ff) Guaranteed Income Later Rider (4LATER 2/06) incorporated herein by reference to Post-Effective Amendment No. 23 (File No. 333-36316) filed on April 4, 2006.

(gg) Guaranteed Income Benefit Rider (GIB 1/06) incorporated herein by reference to Post-Effective Amendment No. 22 (File No. 333-40937) filed on April 18, 2006.

(hh) Guaranteed Income Benefit Rider (IGIB 1/06) incorporated herein by reference to Post-Effective Amendment No. 22 (File No. 333-40937) filed on April 18, 2006.

(ii) Contract Benefit Data (CBD 1/06) incorporated herein by reference to Post-Effective Amendment No. 22 (File No. 333-40937) filed on April 18, 2006.

(jj) Allocation Amendment (AR503 1/06) incorporated herein by reference to

(kk) Variable Annuity Payment Option Rider (I4LA-Q 1/06) incorporated herein by reference to Post-Effective Amendment No. 22 (File No. 333-40937) filed on April 18, 2006.

(ll) Variable Annuity Payment Option Rider (I4LA-NQ 1/06) incorporated herein by reference to Post-Effective Amendment No. 22 (File No. 333-40937) filed on April 18, 2006.

(mm) Variable Annuity Rider (32793 7/06) incorporated herein by reference to Post-Effective Amendment No. 12 (File No. 333-68842) filed on December 21, 2006.

(nn) Variable Annuity Payment Option Rider (I4LA-Q 1/07) incorporated herein by reference to Post-Effective Amendment No. 13 (File No. 333-68842) filed on April 18, 2007.

(oo) Variable Annuity Death Benefit Rider (DB-3 1/06) incorporated herein by reference to Post-Effective Amendment No. 13 (File No. 333-68842) filed on April 18, 2007.

(pp) Variable Annuity Living Benefits Rider (AR-512 2/08) incorporated herein by reference to Post-Effective Amendment No. 24 (File No. 333-61554) filed on December 18, 2007.

(qq) Variable Annuity Living Benefits Rider (AR-512 1/09) incorporated herein by reference to Post-Effective Amendment No. 26 (File No. 333-63505) filed on April 3, 2009.

(rr) Variable Annuity Living Benefits Rider (AR-512P 1/09) incorporated herein by reference to Post-Effective Amendment No. 26 (File No. 333-63505) filed on April 3, 2009.

(ss) Guaranteed Income Benefit Rider (AGIB 6/08) incorporated herein by reference to Post-Effective Amendment No. 26 (File No. 333-63505) filed on April 3, 2009.

(tt) Section 403(b) Annuity Endorsement (32481-I-12/08) incorporated herein by reference to Post-Effective Amendment No. 26 (File No. 333-63505) filed on April 3, 2009.

(5) Application (MF 5 1/08) incorporated herein by reference to Post-Effective Amendment No. 18 (File No. 333-68842) filed on April 4, 2008.

(6) (a) Articles of Incorporation of The Lincoln National Life Insurance Company incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-04999) filed on September 24, 1996.

(b) By-Laws of The Lincoln National Life Insurance Company incorporated herein by reference to Post-Effective Amendment No. 3 on Form N-6 (File No. 333-118478) filed on April 5, 2007.

(7) Automatic Indemnity Reinsurance Agreement Amended and Restated as of January 31, 2008 between The Lincoln National Life Insurance Company and Lincoln National Reinsurance Company (Barbados) Limited incorporated herein by reference to Post-Effective Amendment No. 18 (File No. 333-68842) filed on April 4, 2008.

B-3

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (8) (a) Accounting and Financial Administration Services Agreement dated October 1, 2007 among Mellon Bank, N.A., The Lincoln National Life Insurance Company and Lincoln Life & Annuity Company of New York incorporated herein by reference to Registration Statement on Form N-4 (File No. 333-147673) filed on November 28, 2007.

(b) Fund Participation Agreements and Amendments between The Lincoln National Life Insurance Company and:

(i) AIM Variable Insurance Funds, Inc. incorporated herein by reference to Post-Effective Amendment No. 1 on Form N-6 (File No. 333-139960) filed on April 1, 2008.

(ii) AllianceBernstein Variable Products Series Fund incorporated herein by reference to Post-Effective Amendment No. 21 (File No. 333-68842) filed on April 3, 2009.

(iii) Delaware VIP Trust incorporated herein by reference to Post-Effective Amendment No. 1 on Form N-6 (File No. 333-139960) filed on April 1, 2008.

(iv) DWS Investments VIT Funds incorporated herein by reference to Post-Effective Amendment No. 21 (File No. 333-68842) filed on April 3, 2009.

(v) American Funds Insurance Series incorporated herein by reference to Post-Effective Amendment No. 26 (File No. 333-63505) filed on April 3, 2009.

(vi) Fidelity Variable Insurance Products Fund incorporated herein by reference to Post-Effective Amendment No. 1 on Form N-6 (File No. 333-139960) filed on April 1, 2008.

(vii) Janus Aspen Series incorporated herein by reference to Post-Effective Amendment No. 1 on Form N-6 (File No. 333-139960) filed on April 1, 2008.

(viii) Lincoln Variable Insurance Products Trust incorporated herein by reference to Post-Effective Amendment No. 21 (File No. 333-68842) filed on April 3, 2009.

(ix) MFS Variable Insurance Trust incorporated herein by reference to Post-Effective Amendment No. 1 on Form N-6 (File No. 333-139960) filed on April 1, 2008.

(x) Neuberger Berman Advisers Management Trust incorporated herein by reference to Post-Effective Amendment No. 1 on Form N-6 (File No. 333-139960) filed on April 1, 2008.

(xi) Putnam Variable Insurance Trust incorporated herein by reference to Post-Effective Amendment No. 1 on Form N-6 (File No. 333-139960) filed on April 1, 2008.

(xii) Wells Fargo Variable Trust Funds incorporated herein by reference to Post-Effective Amendment No. 18 (File No. 333-68842) filed on April 4, 2008.

(xiii) American Century Variable Products incorporated herein by reference to Post-Effective Amendment No. 21 (File No. 333-68842) filed on April 3, 2009.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (xiv) Franklin Templeton Variable Insurance Products Trust incorporated herein by reference to Post-Effective Amendment No. 21 (File No. 333-68842) filed on April 3,2009.

(xv) DWS Variable Series II (f/k/a Scudder/Kemper Investments) incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-40937) filed on September 3, 1998.

(xvi) BlackRock Variable Series Funds, Inc.

(xvii) PIMCO Variable Insurance Trust incorporated herein by reference to Post-Effective Amendment No. 1 on Form N-6 (File No. 333-139960) filed on April 1, 2008.

(i) AIM Variable Insurance Funds, Inc. incorporated herein by reference to Post-Effective Amendment No. 30 (File No. 333-36304) filed on May 29, 2008.

(ii) American Century Variable Products incorporated herein by reference to Post-Effective Amendment No. 29 (File No. 333-61554) filed on March 16, 2009.

(iii) American Funds Insurance Series incorporated herein by reference to Post-Effective Amendment No. 30 (File No. 333-36304) filed on May 29, 2008.

(iv) BlackRock Variable Series Funds, Inc.

(v) Delaware VIP Trust incorporated herein by reference to Post-Effective Amendment No. 29 (File No. 333-61554) filed on March 16, 2009.

B-4

(vi) Fidelity Variable Insurance Products Fund incorporated herein by reference to Post-Effective Amendment No. 30 (File No. 333-36304) filed on May 29, 2008.

(vii) Franklin Templeton Variable Insurance Products Trust incorporated herein by reference to Post-Effective Amendment No. 30 (File No. 333-36304) filed on May 29, 2008.

(viii) Janus Aspen Series incorporated herein by reference to Post-Effective Amendment No. 30 (File No. 333-36304) filed on May 29, 2008.

(ix) Lincoln Variable Insurance Products Trust incorporated herein by reference to Post-Effective Amendment No. 30 (File No. 333-36304) filed on May 29, 2008.

(x) MFS Variable Insurance Trust incorporated herein by reference to Post-Effective Amendment No. 30 (File No. 333-36304) filed on May 29, 2008.

(xi) Neuberger Berman Advisers Management Trust incorporated herein by reference to Post-Effective Amendment No. 30 (File No. 333-36304)

(xii) Putnam Variable Insurance Trust incorporated herein by reference to Post-Effective Amendment No. 30 (File No. 333-36304) filed on May 29, 2008.

(xiii) Wells Fargo Variable Trust Funds incorporated herein by reference to Post-Effective Amendment No. 21 (File No. 333-68842) filed on April 3, 2009.

(9) Opinion and Consent of Mary Jo Ardington, Counsel of The Lincoln National Life Insurance Company as to the legality of securities being issued incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-68842) filed on December 10, 2001.

(10) (a) Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

(b) Power of Attorney - Principal Officers and Directors of The Lincoln National Life Insurance Company incorporated herein by reference to Post-Effective Amendment No. 21 (File No. 333-68842) filed on April 3, 2009.

(11) Not Applicable

(12) Not Applicable

(13) Organizational Chart of The Lincoln National Insurance Holding Company System

Item 25. Directors and Officers of the Depositor

The following list contains the officers and directors of The Lincoln National Life Insurance Company who are engaged directly or indirectly in activities relating to Lincoln National Variable Annuity Account C as well as the contracts. The list also shows The Lincoln National Life Insurance Company's executive officers.

* Principal business address is 1300 South Clinton Street, Fort Wayne, Indiana 46802 ** Principal business address is Radnor Financial Center, 150 Radnor Chester Road, Radnor, PA 19087 *** Principal business address is 350 Church Street, Hartford, CT 06103

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document **** Principal business address is 100 North Greene Street, Greensboro, NC 27401 ***** Principal business address is One Commerce Square, 2005 Market Street, 39th Floor, Philadelphia, PA 19103-3682

B-5

Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant

See Exhibit 13: Organizational Chart of the Lincoln National Insurance Holding Company System.

Item 27. Number of Contractowners

As of May 31, 2009 there were 398,992 contract owners under Account C.

Item 28. Indemnification

(a) Brief description of indemnification provisions.

In general, Article VII of the By-Laws of The Lincoln National Life Insurance Company (Lincoln Life) provides that Lincoln Life will indemnify certain persons against expenses, judgments and certain other specified costs incurred by any such person if he/she is made a party or is threatened to be made a party to a suit or proceeding because he/she was a director, officer, or employee of Lincoln Life, as long as he/she acted in good faith and in a manner he/she reasonably believed to be in the best interests of, or act opposed to the best interests of, Lincoln Life. Certain additional conditions apply to indemnification in criminal proceedings.

In particular, separate conditions govern indemnification of directors, officers, and employees of Lincoln Life in connection with suits by, or in the right of, Lincoln Life.

Please refer to Article VII of the By-Laws of Lincoln Life (Exhibit no. 6(b) hereto) for the full text of the indemnification provisions. Indemnification is permitted by, and is subject to the requirements of, Indiana law.

(b) Undertaking pursuant to Rule 484 of Regulation C under the Securities Act of 1933:

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 28(a) above or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any such action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(a) Lincoln Financial Distributors, Inc. ("LFD") currently serves as Principal Underwriter for: Lincoln National Variable Annuity Fund A (Group & Individual); Lincoln National Variable Annuity Account C; Lincoln National Flexible Premium Variable Life Account D; Lincoln National Variable Annuity Account E; Lincoln National Flexible Premium Variable Life Account F; Lincoln National Flexible Premium Variable Life Account G; Lincoln National Variable Annuity Account H; Lincoln Life & Annuity Variable Annuity Account H; Lincoln Life Flexible Premium Variable Life Account J; Lincoln Life Flexible Premium Variable Life Account K; Lincoln National Variable Annuity Account L; Lincoln Life & Annuity Variable Annuity Account L; Lincoln Life Flexible Premium Variable Life Account M; Lincoln Life & Annuity Flexible Premium Variable Life Account M; Lincoln Life Variable Annuity Account N; Lincoln New York Account N for Variable Annuities; Lincoln Life Variable Annuity Account Q; Lincoln Life Flexible Premium Variable Life Account R; LLANY Separate Account R for Flexible Premium Variable Life Insurance; Lincoln Life Flexible Premium Variable Life Account S; LLANY Separate Account S for Flexible Premium Variable Life Insurance; Lincoln Life Variable Annuity Account T; Lincoln Life Variable Annuity Account W; and Lincoln Life Flexible Premium Variable Life Account Y and Lincoln Life & Annuity Flexible Premium Variable Life Account Y.

B-6

(b) Officers and Directors of Lincoln Financial Distributors, Inc.:

* Principal Business address is Radnor Financial Center, 150 Radnor Chester Road, Radnor, PA 19087 ** Principal Business address is 350 Church Street, Hartford, CT 06103 *** Principal Business address is 1300 S. Clinton Street, Ft. Wayne, IN 46802

Item 30. Location of Accounts and Records

All accounts, books, and other documents, except accounting records, required to be maintained by Section 31a of the 1940 Act and the Rules promulgated thereunder are maintained by The Lincoln National Life Insurance Company, 1300 South Clinton Street, Fort Wayne, Indiana 46802. The accounting records are maintained by The Bank of New York Mellon, One Mellon Bank Center, 500 Grant

Item 31. Management Services

Not Applicable.

Item 32. Undertakings

(a) Registrant undertakes that it will file a post-effective amendment to this registration statement as frequently as necessary to ensure that the audited financial statements in the registration statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted.

(b) Registrant undertakes that it will include either (1) as part of any application to purchase a Certificate or an Individual Contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or a similar written communication affixed to or included in the Prospectus that the applicant can remove to send for a Statement of Additional Information.

(c) Registrant undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request to Lincoln Life at the address or phone number listed in the Prospectus.

(d) Lincoln Life hereby represents that the fees and charges deducted under the contract, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Lincoln Life.

(e) Registrant hereby represents that it is relying on the American Council of Life Insurance (avail. Nov. 28, 1988) no-action letter with respect to Contracts used in connection with retirement plans meeting the requirements of Section 403(b) of the Internal Revenue Code, and represents further that it will comply with the provisions of paragraphs (1) through (4) set forth in that no-action letter.

Item 33.

For contracts sold in connection with the Texas Optional Retirement Program, Registrant is relying on Rule 6c-7 and represents that paragraphs (a) through (d) of that rule have been complied with.

SIGNATURES a) As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Registration Statement and has caused this Post-Effective Amendment No. 22 to the Registration Statement to be signed on its behalf, in the City of Fort Wayne, and State of Indiana on this 22nd day of June, 2009.

B-7

Lincoln National Variable Annuity Account C (Registrant)
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Multi-Fund (Reg. TM) 5 By: /s/ John D. Weber ------John D. Weber Second Vice President, The Lincoln National Life Insurance Company (Title)
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY (Depositor) By: /s/ Kelly D. Clevenger ------Kelly D. Clevenger (Signature-Officer of Depositor) Vice President, The Lincoln National Life Insurance Company (Title)

~~(b) As required by the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons in their capacities indicated on June 22, 2009.~~

Signature Title * President and Director (Principal Executive Officer) ------Dennis R. Glass * Executive Vice President, Chief Financial Officer and Director ------(Principal Financial Officer) Frederick J. Crawford * Executive Vice President and Chief Administrative Officer ------Charles C. Cornelio * Senior Vice President and Director ------Mark E. Konen * Senior Vice President, Chief Investment Officer and Director ------See Yeng Quek * Vice President and Director ------Keith J. Ryan
*By:/s/ Kelly D. Clevenger Pursuant to a Power of Attorney ------Kelly D. Clevenger

~~B-8~~

THIS AGREEMENT is executed as of May 15th, 2009, and effective as of May 15th, 2009, by and among BLACKROCK VARIABLE SERIES FUNDS, INC. an open-end management investment company organized as a Maryland corporation (the "Fund"), BLACKROCK INVESTMENTS, LLC ("BRIL"), a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the "Underwriter"), THE LINCOLN NATIONAL LIFE INSURANCE COMPANY AND LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK , life insurance companies organized under the laws of the states of Indiana and New York ("Company"), on its own behalf and on behalf of each separate account of the Company set forth on Schedule A, as may be amended from time to time (the "Accounts") and Lincoln Financial Distributors, Inc., an affiliate of the Company, the principal underwriter of the Accounts and the Contracts, and a broker-dealer registered as such under the Securities Exchange Act of 1934 (the "Distributor").

~~W I T N E S S E T H:~~

WHEREAS, the Fund has filed a registration statement with the Securities and Exchange Commission ("SEC") to register itself as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), and to register the offer and sale of its shares under the Securities Act of 1933, as amended (the "1933 Act"); and

WHEREAS, the Fund desires to act as an investment vehicle for separate accounts established for variable life insurance policies and variable annuity contracts to be offered by insurance companies that have entered into participation agreements with the Fund (the "Participating Insurance Companies"); and

WHEREAS, the Underwriter is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as amended (the "1934 Act"), is a member in good standing of the Financial Industry Regulatory Authority ("FINRA") and acts as principal underwriter of the shares of the Fund; and

~~WHEREAS, the capital stock of the Fund is divided into several series of shares, each series representing an interest in a particular managed portfolio of securities and other assets; and~~

WHEREAS, the several series of shares of the Fund offered by the Fund to the Company and the Accounts are set forth on Schedule B attached hereto (each, a "Portfolio," and, collectively, the "Portfolios"); and

WHEREAS, the Fund has received an order from the SEC granting Participating Insurance Companies and their separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act, and rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (the "Shared Fund Exemptive Order"); and

~~WHEREAS, BlackRock Advisors, LLC ("BAL") is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and is the Funds' investment adviser; and~~

WHEREAS, the Company has registered or will register under the 1933 Act certain variable life insurance policies and/or variable annuity contracts funded or to be funded through one or more of the Accounts (the "Contracts"); and

~~WHEREAS, the Company has registered or will register each Account as a~~

WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in one or more of the Portfolios (the "Shares") on behalf of the Accounts to fund the Contracts, and the Fund intends to sell such Shares to the relevant Accounts at such Shares' net asset value.

~~NOW, THEREFORE, in consideration of their mutual promises, the parties agree as follows:~~

~~ARTICLE 1 Sale of the Fund Shares~~

1.1 Subject to Section 1.3, the Fund shall make shares of the Portfolios available to the Accounts at the most recent net asset value provided to the Company prior to receipt of such purchase order by the Fund (or the Fund's transfer agent), in accordance with the operational procedures mutually agreed to by the Fund and the Company from time to time and the provisions of the then current prospectus of the Portfolios. Shares of a particular Portfolio of the Fund shall be ordered in such quantities and at such times as determined by the Company to be necessary to meet the requirements of the Contracts. The Directors of the Fund (the "Directors") may refuse to sell shares of any Portfolio to any person (including the Company and the Accounts), or suspend or terminate the offering of shares of any Portfolio, if such action is required by law or by regulatory authorities having jurisdiction in their sole discretion when acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, if they deem such actions necessary in the best interests of the shareholders of such Portfolio.

~~1.2 If transactions in Fund shares are to be settled through the NSCC Fund/SERV system, the following provisions shall apply:~~

a) Fund/SERV Transactions. If the parties choose to use the National Securities Clearing Corporation's Mutual Fund Settlement, Entry and Registration Verification ("Fund/SERV") system, any corrections to a Fund's prices for the prior trade date will be submitted through the Mutual Fund Profile with the correct prices and applicable date. If the corrections are dated later than trade date plus one, a facsimile should be sent in addition to the Mutual Fund Profile submission; or

b) Manual Transactions. If the parties choose not to use Fund/SERV, if there are technical problems with Fund/SERV, or if the parties are not able to transmit or receive information through Fund/SERV, any corrections to a Fund's prices should be communicated by facsimile or by electronic transmission, and will include for each day on which an adjustment has occurred the incorrect Fund price, the correct price, and, to the extent communicated to Fund shareholders, the reason for the adjustment.

~~c) Purchases and Redemption Orders; Settlement of Transactions.~~

~~i. Method of Communication.~~

~~Fund/SERV Transactions. If the parties choose to use Fund/SERV, the following provisions shall apply:~~

The Company and the Fund or its designee will be bound by the rules of the NSCC. Without limiting the generality of the following provisions of this section, the Company and the Fund or its designee each will perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV

Any information transmitted through NSCC's Networking system by any party to the other and pursuant to this amendment will be accurate, complete, and in the format prescribed by the NSCC. Each party will adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through Networking and to limit the access to, and the inputting of data into, Networking to persons specifically authorized by such party.

On each Business Day, the Company shall aggregate and calculate the net purchase and redemption orders for each Account received by the Company prior to the Close of Trading on each Business Day. The Company shall communicate to the NSCC the net aggregate purchase or redemption orders (if any) for each Account received by the Close of Trading on such Business Day (the "Trade Date") no later than 6:00 a.m. Eastern Time on the Business Day following the Trade Date. All orders received by the Company after the Close of Trading on a Business Day shall not be transmitted to NSCC prior to the following Business Day. The Fund or its designee shall treat all trades communicated to the Fund or its designee in accordance with this provision as if received prior to the Close of Trading on the Trade Date.

All orders are subject to acceptance by the Fund or its designee and become effective only upon confirmation by the Fund or its designee. Upon confirmation, the Fund or its designee will verify total purchases and redemptions and the closing share position for each Account. In the case of delayed settlement, the Fund or its designee shall make arrangements for the settlement of redemptions by wire no later than the time permitted for settlement of redemption orders by the Investment Company Act of 1940, as amended (the "1940 Act"). ii. Manual Transactions. If the parties choose not to use Fund/SERV, if there are technical problems with Fund/SERV, or if the parties are not able to transmit or receive information through Fund/SERV, the following provisions shall apply:

Next Day Transmission of Orders. On each Business Day, the Company shall aggregate and calculate the net purchase and redemption orders for each Account received by the Company prior to the Close of Trading on such Business Day. Prior to 9:00 a.m. Eastern Time (or such other time as may be agreed by the parties from time to time) on the next following Business Day, the Company shall communicate to the Fund or its designee by facsimile or, in the Company's discretion, by telephone or any other method agreed upon by the parties, the net aggregate purchase or redemption orders (if any) for each Account received by the Close of Trading on the prior Business Day (the "Trade Date"). All orders communicated to the Fund or its designee by the 9:00 a.m. deadline (or such other time as may be agreed by the parties from time to time) shall be treated by the Fund or its designee as if received prior to the Close of Trading on the Trade Date.

Purchases. The Company will use its best efforts to transmit each purchase order to the Fund or its designee in accordance with written instructions previously provided by the Fund or its designee to the Company. The Company will use its best efforts to initiate by wire transfer to BDI or its designee

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document purchase amounts prior to 1:00 p.m. Eastern Time on the next Business Day following the Trade Date.

Redemptions. With respect to redemption orders placed by the Company by 9:00 a.m. Eastern Time (or such other time as may be agreed by the parties from time to time) on the first Business Day following the Trade Date, the Fund or its designee will use its best efforts to initiate by wire transfer to the Company proceeds of such redemptions by 1:00 p.m. Eastern Time on the next Business Day following the Trade Date.

1.3 Subject to Section 1.3, the Fund will redeem any full or fractional shares of any Portfolio when requested by the Company on behalf of an Account at the most recent net asset value provided to the Company prior to receipt by the Fund (or the Fund's transfer agent) of the request for redemption, as established in accordance with the operational procedures mutually agreed to by the Fund and the Company from time to time and the provisions of the then current prospectus of the Portfolios. The Fund shall make payment for such shares in accordance with Section 1.4, but in no event shall payment be delayed for a greater period than is permitted by the 1940 Act (including any Rule or order of the SEC thereunder).

1.4 (a) The Company will not aggregate orders received from its Contract holders after close of the New York Stock Exchange (generally, 4:00 p.m. Eastern Time) ("Market Close") with orders received before Market Close, and warrants that its internal control structure concerning the processing and transmission of orders is suitably designed to prevent or detect on a timely basis orders received after Market Close from being aggregated with orders received before Market Close and to minimize errors that could result in late transmission of orders. Orders received by Company before Market Close will receive that day's net asset value and Orders received by Company after Market Close will receive the next day's net asset value.

(b) The Fund shall accept purchase and redemption orders resulting from investment in and payments under the Contracts on each Business Day, provided that such orders are received prior to 9:00 a.m. Eastern Time and reflect instructions received by the Company from Contract holders in good order prior to the time the net asset value of each Portfolio is priced in accordance with the preceding paragraph and the Fund's prospectus on the prior Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC. Purchase and redemption orders shall be provided by the Company in such written or electronic form (including, without limitation, facsimile) as may be mutually acceptable to the Company and the Fund. The Fund may reject purchase and redemption orders which are not in the form prescribed in the Fund's prospectus or statement of additional information. In the event that the Company and the Fund agree to use a form of written or electronic communication which is not capable of recording the time, date and recipient of any communication and confirming good transmission, the Company agrees that it shall be responsible for confirming that any communication sent by the Company was in fact received by the Fund or its designee, in proper form and in accordance with the terms of this Agreement. The Fund and its agents or designees shall be entitled to rely upon, and shall be fully protected from all liability in acting upon, the instructions of the authorized individuals.

1.5 Purchase orders that are transmitted to the Fund or its designee in accordance with Section 1.3 shall be paid for no later than the end of the Business Day after the Fund or its designee receives notice of the order. Payments shall be made in federal funds transmitted by wire. In the event that the Company shall fail to pay in a timely manner for any purchase order validly received by the Fund or its designee pursuant to Section 1.3, the Company shall hold the Fund or its designee harmless from any losses reasonably sustained by the Fund or its designee as the result of acting in reliance on such purchase

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document order. Redemption orders that are transmitted to the Fund or its designee in accordance with Section 1.3 shall be paid for no later than the end of the Business Day after the Fund receives notice of the order. Payments shall be made in federal funds transmitted by wire. In the event that the Fund or its designee shall fail to pay in a timely manner for any redemption order pursuant to Section 1.3, the Fund or its designee shall hold the Company harmless from any losses reasonably sustained by the Company as the result of acting in reliance on such redemption order.

1.6 Issuance and transfer of shares of the Portfolios will be by book entry only. Share certificates will not be issued to the Company or the Account. Shares ordered from the Fund will be recorded in the appropriate title for each Account or the appropriate sub-account of each Account.

1.7 The Fund or its designee shall furnish prompt written notice to the Company of any income, dividends or capital gain distribution payable on Shares. The Company hereby elects to receive all such income dividends and capital gain distributions as are payable on a Portfolio's Shares in additional Shares of that Portfolio. The Fund shall notify the Company in writing of the number of Shares so issued as payment of such dividends and distributions.

1.8 The Fund shall make the net asset value per share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 6:30 p.m. Eastern Time. If the Fund provides materially incorrect share net asset value information, it shall make an adjustment to the number of shares purchased or redeemed for any affected Account to reflect the correct net asset value per share. Any material error in the calculation or reporting of net asset value per share, dividend or capital gains information shall be reported promptly in writing upon discovery to the Company.

~~1.9 The Company agrees that it will not take any action to operate an Account as a management investment company under the 1940 Act without the Fund's and the Underwriter's prior written consent.~~

1.10 The Fund agrees that its Shares will be sold only to Participating Insurance Companies and their separate accounts. No Shares of any Portfolio will be sold directly to the general public. The Company agrees that Shares will be used only for the purposes of funding the Contracts and Accounts listed in Schedule A, as amended from time to time.

1.11 The Fund agrees that all Participating Insurance Companies shall have the obligations and responsibilities regarding conflicts of interest corresponding to those contained in Article 4 of this Agreement.

1.12 The Fund reserves the right to reject any purchase orders, including exchanges, for any reason, including if the Fund, in its sole opinion, believes the Company's Contract holder(s) is engaging in short-term or excessive trading into and out of a Portfolio or otherwise engaging in trading that may be disruptive to a Portfolio ("Market Timing"). The Company agrees to cooperate with the Underwriter and the Fund to monitor for Market Timing by its Contract holders, to provide such relevant information about Market Timers to the Fund as it may reasonably request, including but not limited to such Contract holder's identity, and to prevent Market Timing from occurring by or because of Contract holders. Failure of the Fund to reject any purchase orders that might be deemed to be Market Timing shall not constitute a waiver of the Fund's rights under this section. Pursuant to Rule 22c-2 of the 1940 Act, on behalf of the Fund, the Underwriter and the Company agree to comply with the terms of the Shareholder Information Agreements executed on April 16, 2007 as of the effective date of this Agreement.

2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities regulators requiring such filing, all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Fund required to be so filed. The Fund shall bear the costs of registration and qualification of its Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its Shares.

2.2 At least annually, the Underwriter or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule B hereto) for the Shares as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Shares. The Underwriter or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably require for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Underwriter or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Shares conform to the Company's Contract prospectuses or related materials; the expenses of such printing to be borne by the Company. In the event that the Company requests that the Underwriter or its designee provide the prospectus in a "camera ready" or diskette format, the Underwriter shall be responsible solely for providing the prospectus in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials.

2.3 The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Fund or its designee. The Fund or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Contract funded by the Shares. The Fund or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement.

2.4 The Underwriter or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Fund's proxy materials, reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for distribution to Contract owners.

2.5 With respect to any prospectus, shareholder report or proxy solicitation materials that concern solely the Fund and no other investment vehicle funding the Accounts, the Fund shall pay for the Company's postage costs in connection with mailing such materials to existing Contract owners. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.

~~2.6 The Company shall furnish, or cause to be furnished, to the Fund or~~

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document its designee, a copy of language that would be used in any prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL ("Fund Parties") is named prior to the filing of such document with the SEC. Upon request, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter or BAL is named, at least ten Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties reasonably objects to such use.

~~2.7 At the reasonable request of the Fund or its designee, the Company shall furnish, or shall cause to be furnished, as soon as practical, to the Fund or its designee copies of the following reports:~~

~~(a) the Company's annual financial report (prepared under generally accepted accounting principles ("GAAP", if any);~~

~~(b) the Company's quarterly statements, if any;~~

~~(c) any financial statement, proxy statement, notice or report of the Company sent to policyholders; and~~

~~(d) any registration statement (without exhibits) and financial reports of the Company filed with any state insurance regulator.~~

2.8 The Company shall not give any information or make any representations or statements on behalf of the Fund or Underwriter or concerning the Fund, the Underwriter or BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (as such registration statement and prospectus may be amended or supplemented from time to time), reports of the Fund, Fund-sponsored proxy statements, or in sales literature or other promotional material approved by the Fund or Underwriter, except with the written permission of the Fund or Underwriter.

2.9 Neither the Fund nor the Underwriter shall give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the written permission of the Company.

2.10 The Company shall register and qualify the Contracts for sale to the extent required by applicable law. The Company shall amend the registration statement of the Contracts under the 1933 Act and registration statement for each Account under the 1940 Act from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.

2.11 Solely with respect to Contracts and Accounts that are subject to the 1940 Act, so long as, and to the extent that the SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the Fund; (b) the Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract or Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Company votes Shares held by the Account for which timely voting instructions are received from Contract owners; and (d) the Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.

~~ARTICLE 3 Representations and Warranties~~

3.1 The Company represents and warrants that it is an insurance company duly organized and in good standing under the laws of the States of Indiana and New York, with full power, authority and legal right to execute, deliver and perform its duties and comply with its obligations under this Agreement and has established each Account as a separate account under such law and the Accounts comply in all material respects with all applicable federal and state laws and regulations.

3.2 The Company represents and warrants that it has registered or, prior to any issuance or sale of the Contracts, will register each Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a separate account for the Contracts. The Company further represents and warrants that the Contracts will be registered under the 1933 Act prior to any issuance or sale of the Contracts; the Contracts will be issued in compliance in all material respects with all applicable federal and state laws.

3.3 The Company represents and warrants that the Contracts are currently and at the time of issuance will be treated as annuity contracts or life insurance policies, whichever is appropriate, under applicable provisions of the Internal Revenue Code of 1986, as amended ("Code"). The Company shall make every effort to maintain such treatment and shall notify the Fund and the Underwriter immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future.

~~3.4 The Fund represents and warrants that it is duly organized and validly existing under the laws of the State of Maryland.~~

3.5 The Fund represents and warrants that the Fund Shares offered and sold pursuant to this Agreement will be registered under the 1933 Act and the Fund is registered under the 1940 Act. The Fund shall amend its registration statement under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. If the Fund determines that notice filings are appropriate, the Fund shall use its best efforts to make such notice filings in accordance with the laws of such jurisdictions reasonably requested by the Company.

3.6 The Fund has adopted a Distribution Plan (the "Plan") with regard to the Class II and Class III shares of each Portfolio, pursuant to Rule 12b-1 under the Investment Company Act. The Plan permits the Underwriter to pay to each Insurance Company that enters into an agreement with the Underwriter to provide distribution related services to Contract owners, a fee, at the end of each month, of up to 0.15% of the net asset value of the Class II shares and up to 0.25% of the net asset value of Class III shares of each Portfolio held by such Insurance Company. The Company agrees to waive the payment of any such distribution fee unless and until Underwriter has received such fees from the Fund. Payments under this provision shall be made to the Distributor.

3.7 The Fund represents that it will comply and maintain each Portfolio's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5 of the regulations under the Code. The Fund will notify the Company immediately upon having a reasonable basis for believing that a Portfolio has ceased to so comply or that a Portfolio might not so comply in the future. In the event of a breach of this Section 3.6

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document by the Fund, it will take all reasonable steps to adequately diversify the Portfolio so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code.

3.8 The Fund represents and warrants that each Portfolio is currently qualified as a regulated investment company ("RIC") under Subchapter M of the Code, and represents that it will use its best efforts to qualify and to maintain qualification of each Portfolio as a RIC. The Fund will notify the Company immediately in writing upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future.

3.9 The Company hereby certifies that it has established and maintains an anti-money laundering ("AML") program that includes written policies, procedures and internal controls reasonably designed to identify its Contract holders and has undertaken appropriate due diligence efforts to "know its customers" in accordance with all applicable anti-money laundering regulations in its jurisdiction including, but not limited to, the USA PATRIOT Act of 2001 (the "Patriot Act"). The Company further confirms that it will monitor for suspicious activity in accordance with the requirements of the Patriot Act and any other applicable regulations. The Company agrees to provide the Fund with such information as it may reasonably request, including but not limited to, the filling out of questionnaires, attestations and other documents, to enable the Fund to fulfill its obligations under the Patriot Act, and, upon its request, to file a notice pursuant to Section 314 of the Patriot Act and the implementing regulations related thereto to permit the voluntary sharing of information between the parties hereto. Upon filing such a notice the Company agrees to forward a copy to the Fund, and further agrees to comply with all requirements under the Patriot Act and implementing regulations concerning the use, disclosure, and security of any information that is shared.

3.10 The Company acknowledges and agrees that it is the responsibility of the Company to determine investment restrictions under state insurance law applicable to any Portfolio, and that the Fund shall bear no responsibility to the Company, for any such determination or the correctness of such determination. The Company has determined that the investment restrictions set forth in the current Fund Prospectus are sufficient to comply with all investment restrictions under state insurance laws that are currently applicable to the Portfolios as a result of the Accounts' investment therein. The Company shall inform the Fund of any additional investment restrictions imposed by state insurance law after the date of this agreement that may become applicable to the Fund or any Portfolio from time to time as a result of the Accounts' investment therein. Upon receipt of any such information from the Company, the Fund shall determine whether it is in the best interests of shareholders to comply with any such restrictions. If the Fund determines that it is not in the best interests of shareholders to comply with a restriction determined to be applicable by the Company, the Fund shall so inform the Company, and the Fund and the Company shall discuss alternative accommodations in the circumstances.

3.11 The Company represents and warrants that each Account is a "segregated asset account" and that interests in each Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use its best efforts to continue to meet such definitional requirements, and it will notify the Fund immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

~~ARTICLE 4 Potential Conflicts~~

~~4.1 The parties acknowledge that the Fund's Shares may be made~~

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors shall promptly inform the Company in writing if they determine that an irreconcilable material conflict exists and the implications thereof.

4.2 The Company agrees to promptly report any potential or existing conflicts of which it is aware to the Directors. The Company will assist the Directors in carrying out their responsibilities under the Shared Fund Exemptive Order by providing the Directors with all information reasonably necessary for them to consider any issues raised including, but not limited to, information as to a decision by the Company to disregard Contract owner voting instructions.

4.3 If it is determined by a majority of the Directors, or a majority of the Fund's Directors who are not affiliated with the Adviser or the Underwriter (the "Disinterested Directors"), that a material irreconcilable conflict exists that affects the interests of Contract owners, the Company shall, in cooperation with other Participating Insurance Companies whose contract owners are also affected, at its expense and to the extent reasonably practicable (as determined by the Directors) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: (a) withdrawing the assets allocable to some or all of the Accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contracts owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Contract owners the option of making such a change; and (b) establishing a new registered management investment company or managed separate account.

4.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Directors. Any such withdrawal and termination must take place within 30 days after the Fund gives written notice that this provision is being implemented, subject to applicable law but in any event consistent with the terms of the Shared Fund Exemptive Order. Until the end of such 30 day period, the Fund shall continue to accept and implement orders by the Company for the purchase and redemption of Shares.

4.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account within 30 days after the Fund informs the Company in writing that it has determined that such decision has created an irreconcilable

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Directors. Until the end of such 30 day period, the Fund shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Fund.

4.6 For purposes of section 4.3 through 4.6 of this Agreement, a majority of the Disinterested Directors shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Company be required to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Directors determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within 30 days after the Directors inform the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the Disinterested Directors.

4.7 Upon request, the Company shall submit to the Directors such reports, materials or data as the Directors may reasonably request so that the Directors may fully carry out the duties imposed upon them by the Shared Fund Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Directors.

4.8 If and to the extent that (a) Rule 6e-2 and Rule 6e-3 (T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the application for the Shared Fund Exemptive Order) on terms and conditions materially different from those contained in the application for the Shared Fund Exemptive Order, or (b) the Shared Fund Exemptive Order is granted on terms and conditions that differ from those set forth in this Article 4, then the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary (a) to comply with Rules 6e-2 and 6e-3 (T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable, or (b) to conform this Article 4 to the terms and conditions contained in the Shared Fund Exemptive Order, as the case may be.

~~ARTICLE 5 Indemnification~~

5.1 The Company agrees to indemnify and hold harmless the Fund Parties and each of their respective Directors, officers, employees and agents and each person, if any, who controls a Fund Party within the meaning of Section 15 of the 1933 Act (collectively the "Indemnified Parties" for purposes of this Article 5) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or common law or otherwise, insofar as such Losses:

(a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the prospectuses for the Contracts or in the Contracts themselves or in sales literature generated or approved by the Company on behalf of the Contracts or Accounts (or any amendment or supplement to any of the foregoing) (collectively, "Company Documents" for the purposes of this Article 5), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading,

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document provided that this indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Company by or on behalf of the Fund or Underwriter for use in Company Documents or otherwise for use in connection with the sale of the Contracts or Shares; or

(b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Fund Documents as defined in Section 5.2(a)) or wrongful conduct of the Company or persons under its control, with respect to the sale or acquisition of the Contracts or Shares; or

(c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Fund Documents as defined in Section 5.2(a) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Fund or Underwriter by or on behalf of the Company; or

~~(d) arise out of or result from any failure by the Company to provide the services or furnish the materials required under the terms of this Agreement; or~~

(e) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company.

5.2 The Underwriter and each Fund agree severally to indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Article 5) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund Parties) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses:

(a) arise out of or are based upon any untrue statements or alleged untrue statement of any material fact contained in the registration statement or prospectus for the Fund (or any amendment or supplement thereto) (collectively, "Fund Documents" for the purposes of this Article 5), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Fund Parties by or on behalf of the Company for use in Fund Documents or otherwise for use in connection with the sale of the Contracts or Shares; or

(b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of a Fund Party or persons under its respective control, with respect to the sale or acquisition of the Contracts or Shares; or

~~(c) arise out of or result from any untrue statement or~~

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document alleged untrue statement of a material fact contained in Company Documents or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Fund Parties; or

~~(d) arise out of or result from any failure by the Underwriter or the Fund to provide the services or furnish the materials required under the terms of this Agreement; or~~

(e) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter or the Fund.

5.3 Neither the Company, the Underwriter nor the Fund shall be liable under the indemnification provisions of Section 5.1 or 5.2, as applicable, with respect to any Losses incurred or assessed against any Indemnified Party to the extent such Losses arise out of or result from such Indemnified Party's willful misfeasance, bad faith or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement.

5.4 Neither the Company, the Underwriter nor the Fund shall be liable under the indemnification provisions of Section 5.1 or 5.2, as applicable, with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the other party in writing within a reasonable time after the summons, or other first written notification, giving information of the nature of the claim shall have been served upon or otherwise received by such Indemnified Party (or after such Indemnified Party shall have received notice of service upon or other notification to any designated agent), but failure to notify the party against whom indemnification is sought of any such claim shall not relieve that party from any liability which it may have to the Indemnified Party in the absence of Sections 5.1 and 5.2.

In case any such action is brought against the Indemnified Parties, the indemnifying party shall be entitled to participate, at its own expense, in the defense of such action. The indemnifying party also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in such action. After notice from the indemnifying party to the Indemnified Party of an election to assume such defense, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to the Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

~~ARTICLE 6 Termination~~

~~6.1 This Agreement may be terminated by either party for any reason by sixty (60) days' advance written notice delivered to the other party.~~

6.2 This Agreement may be terminated at the option of either the Underwriter or the Fund upon institution of formal proceedings against the Company by the FINRA, the SEC, the insurance commission of any state or any other regulatory body regarding the Company's duties under this Agreement or related to the sale of the Contracts, the operation of the Account, the administration of the Contracts or the purchase of the Shares, or an expected or anticipated ruling, judgment or outcome which would, in the Fund's or the Underwriter's respective reasonable judgment, materially impair the Company's ability to meet and perform the Company's obligations and duties hereunder.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 6.3 This Agreement may be terminated at the option of the Fund or the Underwriter if the Internal Revenue Service determines that the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund or Underwriter reasonably believes that the Contracts may fail to so qualify or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law.

6.4 This Agreement may be terminated by the Fund or the Underwriter, at either's option, if either the Fund or the Underwriter shall determine, in its sole judgment exercised in good faith, that either (1) the Company shall have suffered a material adverse change in its business or financial condition, (2) the Company shall have been the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of either the Fund or the Underwriter, or (3) the Company breaches any obligation under this Agreement in a material respect and such breach shall continue unremedied for thirty (30) days after receipt by the Company of notice in writing from the Fund or Underwriter of such breach.

6.5 This Agreement may be terminated at the option of the Company if (A) the Internal Revenue Service determines that any Portfolio fails to qualify as a RIC under the Code or fails to comply with the diversification requirements of Section 817(h) of the Code and the Fund, upon written request fails to provide reasonable assurance that it will take action to cure such failure, or (B) the Company shall determine, in its sole judgment exercised in good faith, that either (1) the Fund or the Underwriter shall have been the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Company, or (2) the Fund or Underwriter breaches any obligation under this Agreement in a material respect and such breach shall continue unremedied for thirty (30) days after receipt of notice in writing to the Fund or the Underwriter from the Company of such breach.

6.6 Notwithstanding any termination of this Agreement, the Fund will, upon the mutual agreement of the parties hereto, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all existing Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund and Underwriter so agree to make additional Shares available, the owners of the Existing Contracts will be permitted to reallocate investments in the Fund (as in effect on such date), redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts.

6.7 In the event of a termination of this Agreement pursuant to this Article 6, the Fund and the Underwriter shall promptly notify the Company in writing whether the Underwriter and the Fund will continue to make Shares available after such termination; if the Underwriter and the Fund will continue to make Shares so available, the provisions of this Agreement shall remain in effect except for Section 6.1 and thereafter either the Fund, Underwriter or the Company may terminate the Agreement as so continued pursuant to this Section 6.7 upon prior written notice to the other parties, such notice to be for a period that is reasonable under the circumstances but need not be greater than six months.

6.8 The provisions of Article 5 shall survive the termination of this Agreement, and the provisions of Articles 2 and 4 shall survive the termination of this Agreement as long as shares of the Fund are held on behalf of Contract owners in accordance with Section 6.7.

~~ARTICLE 7 Notices~~

~~Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below~~

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document or at such other address as such party may from time to time specify in writing to the other party.

~~To the Fund:~~

~~BlackRock Variable Series Funds, Inc. 40 East 52nd Street New York, NY 10022 Attention: Anne Ackerley~~

~~With a copy to:~~

~~Robert Connolly General Counsel BlackRock, Inc. 40 East 52nd Street New York, NY 10022~~

~~To the Underwriter:~~

~~BlackRock Investments, Inc. 40 East 52nd Street New York, NY 10022 Attn: Frank Porcelli~~

~~With a copy to:~~

~~BlackRock Investments, Inc. 40 East 52nd Street New York, NY 10022 Attn: Steven Hurwitz, Chief Compliance Officer~~

~~If to the Company:~~

~~THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 1300 S. Clinton Street Fort Wayne, IN 46802 Attn: Kevin J. Adamson~~

~~LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK 1300 S. Clinton Street Fort Wayne, IN 46802 Attn: Kevin J. Adamson~~

~~ARTICLE 8 Miscellaneous~~

~~8.1 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.~~

~~8.2 This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.~~

~~8.3 If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.~~

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 8.4 This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of New York without reference to the conflict of laws provisions thereof, and shall, to the extent applicable, be subject to the provisions of the 1933, 1934, and 1940 Acts, and the rules, regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant and the terms hereof shall be interpreted and construed in accordance therewith.

8.5 The parties to this Agreement acknowledge and agree that the Fund is a Maryland corporation, and that all liabilities of the Fund arising, directly or indirectly, under this Agreement, of any and every nature whatsoever, shall be satisfied solely out of the assets of the relevant Portfolio(s) of the Fund and that no Director, officer, agent or holder of Shares of the Fund shall be personally liable for any such liabilities.

8.6 Each party shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, the FINRA and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.

8.7 The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, to which the parties hereto are entitled under state and federal laws.

~~8.8 The parties to this Agreement acknowledge and agree that this Agreement shall not be exclusive in any respect.~~

~~8.9 Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the prior written approval of the other parties.~~

~~8.10 No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by all parties.~~

~~IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Fund Participation Agreement as of the date and year first above written.~~

~~THE LINCOLN NATIONAL LIFE INSURANCE COMPANY~~

~~By: /s/ Daniel R. Hayes Name: Daniel R. Hayes Title: Vice President~~

~~LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK~~

~~By: /s/ Daniel R. Hayes Name: Daniel R. Hayes Title: Vice President~~

~~LINCOLN FINANCIAL DISTRIBUTORS, INC.~~

~~By: /s/ James J. Ryan Name: James J. Ryan Title: Vice President & Director~~

~~By: /s/ Denis R. Molleur Name: Denis R. Molleur Title: Assistant Secretary~~

~~BLACKROCK INVESTMENTS, LLC~~

~~By: /s/ Frank Porcelli Name: Frank Porcelli Title: Managing Director~~

~~Schedule A~~

~~Separate Accounts of The Lincoln National Life Insurance Company participating in Portfolios of BlackRock Variable Series Funds, Inc.~~

Lincoln National Variable Annuity Account C Lincoln National Variable Annuity Account L Lincoln Life Variable Annuity Account N Lincoln Life Variable Annuity Account Q Lincoln Life Variable Life Account M Lincoln Life Variable Life Account R Lincoln Life Variable Life Account S Lincoln Life Variable Life Account Z

~~Separate Accounts of Lincoln Life & Annuity Company of New York participating in Portfolios of BlackRock Variable Series Funds, Inc.~~

Lincoln Life & Annuity Variable Annuity Account L Lincoln New York Account N for Variable Annuities Lincoln Life & Annuity Variable Account M Lincoln Life & Annuity Variable Account R Lincoln Life & Annuity Variable Account S Lincoln Life Variable Life Account Z

~~Schedule B~~

~~Portfolios and Classes of BlackRock Variable Series Funds, Inc. offered to Separate Accounts of The Lincoln National Life Insurance Company and Lincoln Life & Annuity Company of New York -~~

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SHAREHOLDER INFORMATION AGREEMENT entered into by and between BlackRock Distributors, Inc. and its successors, assigns and designees ("BDI") and The Lincoln National Life Insurance Company (the "Service Organization"), with an effective date of April 16, 2007.

Prior to the effective date of this Shareholder Information Agreement, BDI, any open-end management investment company distributed by BDI (the "Fund") and the Service Organization agree that any request made to the Service Organization by BDI or the Fund for shareholder transaction information, and the Service Organization's response to such request, shall be governed by whatever practices the Fund and the Service Organization had utilized in the absence of a formal agreement, if any, to govern such requests.

The term "Shares" means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the Investment Company Act of 1940 that are held by the Service Organization.

~~The term "Shareholder" has the same meaning as defined in Rule 22c-2 under the Investment Company Act of 1940, as amended ("Rule 22c-2").~~

~~The term "written" includes electronic writings and facsimile transmissions. BDI and the Service Organization hereby agree as follows:~~

Rule 22c-2 Compliance a) Agreement to Provide Information. The Service Organization agrees to provide to the Fund or its designee, upon written request to BDI or the Fund, the taxpayer identification number ("TIN"), the Individual/International Taxpayer Identification Number ("ITIN"), or other government issued identifier ("GII"), if known, of any or all Shareholders of an account maintained by the Service Organization and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or the account (if known), and the transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through the account maintained by the Service Organization during the period covered by the request.

i. Period covered by Request. Requests will set forth a specific period for which transaction information is sought, which generally will not exceed 90 days from the date of the request. BDI and/or the Fund may request transaction information older than 90 days from the date of the request as they deem necessary to investigate compliance with policies (including, but not limited to, policies of the Fund regarding market-timing and the frequent purchasing and redeeming or exchanging of Fund Shares or any other inappropriate trading activity) established

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document or utilized by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund. Unless otherwise directed by the Fund, any such restrictions or prohibitions shall only apply to Shareholder-Initiated Transfer Purchases or Shareholder- Initiated Transfer Redemptions that are effected directly or indirectly through Service Provider.

ii. Form and Timing of Response. The Service Organization agrees to provide promptly, but in any event not later than ten (10) business days after receipt of a request from the Fund, BDI or their designee, the requested information specified in (a). If requested by the Fund, BDI or their designee, Service Organization agrees to use best efforts to determine promptly, but in any event not later than ten (10) business days after receipt of a request, whether any specific person about whom it has received the identification and transaction information specified in (a) is itself a financial intermediary (as defined in Rule 22c-2) ("indirect intermediary") and, upon further request of the Fund, BDI or their designee, promptly, but in any event not later than ten (10) business days after receipt of a request, either (i) provide (or arrange to have provided) the information set forth in (a) for those Shareholders who hold an account with an indirect intermediary or (ii) restrict or prohibit the indirect intermediary from purchasing, in nominee name on behalf of other persons, securities issued by the Fund. Service Organization additionally agrees to inform the Fund whether it plans to perform (i) or (ii). Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties. To the extent practicable, the format for any transaction information provided to the Fund, BDI or their designee will be consistent with the NSCC Standardized Data Reporting Format.

iii. Limitations on Use of Information. BDI, the Fund and their affiliates agree not to use the information received for marketing, or any other similar purpose without the Service Organization's prior written consent. b) Agreement to Restrict Trading. The Service Organization agrees to execute written instructions from BDI or the Fund to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by BDI or the Fund, in their sole discretion, as having engaged in transactions of the Fund's Shares (directly or indirectly through an account with the Service Organization) that violate policies (including, but not limited to, policies of the Fund regarding market-timing and the frequent purchasing and redeeming or exchanging of Fund Shares or any other inappropriate trading activity) established or utilized by the Fund for

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the purpose of eliminating or reducing, or that would result in, any dilution of the value of the outstanding Shares issued by the Fund.

i. Form of Instructions. Instructions to restrict or prohibit trading must include the TIN, ITIN or GII, if known, and the specific restrictions(s) to be executed. If the TIN, ITIN or GII is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.

ii. Timing of Response. The Service Organization agrees to execute instructions to restrict or prohibit trading as soon as reasonably practicable, but not later than ten (10) business days after receipt of the instructions by the Service Organization. iii. Confirmation. The Service Organization must provide written confirmation to BDI and the Fund that instructions to restrict or prohibit trading have been executed. The Service Organization agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.

~~IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the date written below. BlackRock Distributors, Inc. The Lincoln National Life Insurance Company~~

~~/s/ Bruno DiStefano /s/ Kelly D. Clevenger ------By: Bruno DiStefano By: Kelly D. Clevenger Title: Vice President Title: Vice President Date: Date:~~

Amendment to Agreement(s) You ("Service Organization") have entered into one or more agreements ("Agreement" or "Agreements") with BlackRock Distribtutors, Inc. ("BDI") and/or BlackRock Advisors, LLC relating to sales of the BlackRock open-end mutual funds pursuant to which you may provide one or more of the following types of services under the terms of your Agreement(s): general shareholder liaison, distribution and sales support, distribution and marketing support, operational and/or recordkeeping services, networking services and/or sub-accounting services in return for certain payments. The parties to the Agreement(s) hereby agree that effective as of October 1, 2008, each such Agreement is hereby amended to indicate that BlackRock Investments, Inc. ("BII") shall replace BDI as a contracting party, and each reference to BDI in the Agreement shall be replaced

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document with a reference to BII. Service Organization hereby consents to BII succeeding to all of BDI's rights, obligations, interests and liabilities under the Agreements and to the substitution in all respects of BII for BDI as a party to the Agreements.

The parties to the Agreement(s) agree that, under the terms of the Prospectuses and 12b-1 Plans for the Funds underwritten by BII and consistent with BII's course of dealing with your firm and pursuant to such Agreement(s), any Rule 12b-1 fees that BII may pay to your firm in connection with distribution and/or shareholder services and pursuant to the terms of your firm's Agreement(s), if applicable, will only derive from Rule 12b-1 fees actually received by BII from the applicable Fund, and consistent with guidelines from the Financial Industry Regulatory Authority, Inc. and the Securities and Exchange Commission, any Rule 12b-1 and/or service fees are not payable by BII to your firm unless and until received by the applicable Fund.

This amendment confirms that once BII receives such service and/or 12b-1 fees from the applicable Fund, commissions or other payments will be paid to your firm in the same manner and time frame to which your firm is accustomed to receiving such fees (so long as such fees are included under the terms of your Agreement(s)). ************* To the extent that provisions of the Agreement(s) and this Amendment are in conflict, the terms of this Amendment shall control. Except to the extent amended by this Amendment, the Agreement(s) shall remain unchanged and in full force and effect, and are hereby ratified and confirmed in all respects as amended hereby.

~~Agreed and Accepted: The Lincoln National Life Insurance Company BlackRock Investments, Inc.~~

~~Signature: /s/ Kelly D. Clevenger Signature: /s/ Don Burke Name: Kelly D. Clevenger Name: Don Burke Title: Vice President Title: Managing Director Dated: Sep 24, 2008 Date: 10/13, 2008~~

~~BlackRock Distributors, Inc.~~

~~Signature: /s/ Bruno DiStefano Name: Bruno DiStefano Title: Vice President Dated: 10/09, 2008~~

~~Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm~~

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 21 to the Registration Statement (Form N-4 No. 333-68842) pertaining to Lincoln National Variable Annuity Account C, which is incorporated by reference into Post-Effective Amendment No. 22, and to the use therein of our reports dated (a) March 18, 2009, with respect to the consolidated financial statements of The Lincoln National Life Insurance Company and (b) March 20, 2009, with respect to the financial statements of Lincoln National Variable Annuity Account C.

~~/s/ Ernst & Young LLP~~

~~Philadelphia, Pennsylvania June 16, 2009~~

------LINCOLN NATIONAL CORPORATION DOM: INDIANA FUNCTION: HOLDING COMPANY ------| | |------| | | | \|/ | | | ------| | | CONTINUED ON | | | NEXT PAGE | | | ------| | \|/ | ------| ------| HAMPSHIRE FUNDING, INC. | LINCOLN NATIONAL JEFFERSON-PILOT | DOM: NEW HAMPSHIRE | REINSURANCE COMPANY INVESTMENTS, INC. |-->FUNCTION: INSURANCE/LENDING |--->(BARBADOS) LIMITED DOM: NORTH CAROLINA | OWNERSHIP: 100% | DOM: BARBADOS FUNCTION: CORPORATION | ------| OWNERSHIP: 100% OWNERSHIP: 100% | | ------| ------| | | LINCOLN INVESTMENT | ------| | ADVISORS CORPORATION | LINCOLN REINSURANCE | ------|-->DOM: TENNESSEE | COMPANY OF BERMUDA, | HAMPSHIRE SYNDICATIONS, | FUNCTION: CORPORATION/INVESTMENT |--->LIMITED | INC. | ADVISOR | DOM: BERMUDA | DOM: NEW HAMPSHIRE | OWNERSHIP: 100% | OWNERSHIP: 100% |--->FUNCTION: CORPORATION/GENERAL | ------| ------PARTNER/REAL ESTATE | | OWNERSHIP: 100% | ------| ------| JEFFERSON PILOT VARIABLE | | CORPORATION | |-->DOM: NORTH CAROLINA | | FUNCTION: CORPORATION/BROKER-DEALER | ------| OWNERSHIP: 100% | FIRST PENN-PACIFIC LIFE | ------| INSURANCE COMPANY | |------>DOM: INDIANA | ------| FUNCTION: CORPORATION/INSURANCE COMPANY | LINCOLN LIFE IMPROVED | OWNERSHIP: 100% | HOUSING INC. | ------|-->DOM: INDIANA | | OWNERSHIP: 100% | ------| ------| NEWTON COUNTY LOAN & SAVING, FSB | |------>DOM: INDIANA | ------| FUNCTION: SAVINGS BANK | LINCOLN NATIONAL | OWNERSHIP: 100% | MANAGEMENT CORPORATION | ------|-->DOM: PENNSYLVANIA | FUNCTION: MANAGEMENT COMPANY | OWNERSHIP: 100% | ------| | ------| LINCOLN NATIONAL REALTY | CORPORATION |-->DOM: INDIANA FUNCTION: REAL ESTATE OWNERSHIP: 100% ------

------LINCOLN NATIONAL CORPORATION CONTINUED FROM PAGE 1 ------| ------| | | \|/
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document | ------| CONTINUED ON | NEXT PAGE | ------| | ------| INTERNATIONAL HOME | FURNISHING CENTER, INC. | DOM: NORTH CAROLINA |------>FUNCTION: CORPORATION | OWNERSHIP: 29.074% | OWNED BY LINCOLN NATIONAL | CORPORATION | ------| | ------| TOMCO2 EQUIPMENT COMPANY | DOM: GEORGIA ------>FUNCTION: CORPORATION OWNERSHIP: 29.16% OWNED BY LINCOLN NATIONAL CORPORATION ------

------LINCOLN NATIONAL CORPORATION CONTINUED FROM PAGE 2 ------| ------| \|/ ------LINCOLN FINANCIAL SECURITIES CORPORATION DOM: NEW HAMPSHIRE FUNCTION: CORPORATION/BROKER-DEALER OWNERSHIP: 100% ------| | | | ------| ALLIED PROFESSIONAL | ADVISORS, INC. |------>DOM: NEW HAMPSHIRE | FUNCTION: CORPORATION/INVESTMENT ADVISOR | OWNERSHIP: 100% | ------| | ------| JPSC INSURANCE SERVICES, | INC. |------>DOM: NEW HAMPSHIRE | FUNCTION: CORPORATION/INSURANCE AGENCY | OWNERSHIP: 100% | ------

------LINCOLN NATIONAL CORPORATION CONTINUED FROM PAGE 3 ------| |------| \|/ |
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ------\|/ LINCOLN NATIONAL ------INVESTMENTS, INC. CONTINUED ON DOM: INDIANA NEXT PAGE FUNCTION: HOLDING COMPANY ------OWNERSHIP: 100% ------| | | | ------| LINCOLN NATIONAL | INVESTMENT COMPANIES, ------>INC. DOM: INDIANA FUNCTION: HOLDING COMPANY OWNERSHIP: 100% ------| | | ------| DELAWARE MANAGEMENT | HOLDINGS, INC. |------>DOM: DELAWARE FUNCTION: HOLDING COMPANY OWNERSHIP: 100% ------| | | ------|------>CONTINUED ON NEXT PAGE ------

------DELAWARE MANAGEMENT HOLDINGS, INC. CONTINUED FROM PAGE 4 ------| ------| | ------| DMH CORP. | DOM: DELAWARE -->FUNCTION: HOLDING COMPANY OWNERSHIP: 100% ------| | ------| DELAWARE INVESTMENTS | U.S., INC. |------> DOM: DELAWARE FUNCTION: HOLDING COMPANY OWNERSHIP: 100% ------| |------| | | ------| ------| DELAWARE MANAGEMENT | DELAWARE MANAGEMENT | TRUST COMPANY | COMPANY, INC. |------>DOM: PENNSYLVANIA ----->DOM: DELAWARE | FUNCTION: TRUST SERVICE FUNCTION: HOLDING COMPANY | OWNERSHIP: 100% OWNERSHIP: 100% | ------| | | ------| | DELAWARE SERVICE | | COMPANY, INC. | |------>DOM: DELAWARE | | FUNCTION: SHAREHOLDER SERVICES | | & TRANSFER AGENT | | OWNERSHIP: 100% | | ------|
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document | | | ------| | DELAWARE DISTRIBUTORS, | | INC. | |------>DOM: DELAWARE | | FUNCTION: GENERAL PARTNER | | OWNERSHIP: 100% | | ------| | | | ------| | DELAWARE GENERAL | | MANAGEMENT, INC. | |------>DOM: DELAWARE | | FUNCTION: GENERAL PARTNER | | OWNERSHIP: 100% | | ------| | | | ------| | RETIREMENT FINANCIAL | | SERVICES, INC. | | DOM: DELAWARE | ------>FUNCTION: REGISTERED TRANSFER | AGENT & INVESTMENT ADVISOR | OWNERSHIP: 100% | ------| | | | | ------>CONTINUED ON NEXT PAGE ------

------DELAWARE MANAGEMENT LINCOLN NATIONAL COMPANY, INC. CORPORATION CONTINUED FROM PAGE 5 CONTINUED FROM PAGE 4 ------| |------| | | | \|/ \|/ | ------| DELAWARE MANAGEMENT THE LINCOLN NATIONAL CONTINUED ON | BUSINESS TRUST LIFE INSURANCE COMPANY NEXT PAGE |-->DOM: DELAWARE DOM: INDIANA ------FUNCTION: INVESTMENT ADVISOR FUNCTION: CORPORATION/INSURANCE COMPANY OWNERSHIP: 100% OWNERSHIP: 100% ------| | | ------| ------| DELAWARE DISTRIBUTORS, | LNC ADMINISTRATIVE | L.P. | SERVICES CORPORATION | DOM: DELAWARE |------>DOM: INDIANA | FUNCTION: MUTUAL FUND DISTRIBUTOR | FUNCTION: THIRD PARTY | & BROKER/DEALER | ADMINISTRATOR |------>OWNERSHIP: 98% DELAWARE | OWNERSHIP: 100% INVESTMENT ADVISERS (LP); | ------1% DELAWARE | CAPITAL MANAGEMENT (LP); | ------1% DELAWARE DISTRIBUTORS, | LINCOLN FINANCIAL ADVISORS INC. (GP) | CORPORATION ------|------>DOM: INDIANA | FUNCTION: BROKER-DEALER | OWNERSHIP: 100% | ------| | | | | | | ------| | LFA MANAGEMENT CORPORATION | | DOM: PENNSYLVANIA | --->FUNCTION: MANAGEMENT COMPANY | OWNERSHIP: 100% | ------| | ------| LINCOLN FINANCIAL | DISTRIBUTORS, INC.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document |------>DOM: CONNECTICUT | FUNCTION: BROKER DEALER AND INVESTMENT ADVISOR | OWNERSHIP: 100% | ------| | ------| LINCOLN INVESTMENT | SOLUTIONS, INC. |------>DOM: DELAWARE | FUNCTION: CORPORATION | OWNERSHIP: 100% | ------| | ------| CONTINUED ON |------> NEXT PAGE ------

------THE LINCOLN NATIONAL LIFE INSURANCE COMPANY CONTINUED FROM PAGE 6 ------| | ------| | | ------| | LINCOLN REALTY CAPITAL | | CORPORATION | |------>DOM: INDIANA | | FUNCTION: GENERAL BUSINESS CORPORATION | | OWNERSHIP: 100% | | ------| | | | ------| | LINCOLN REINSURANCE COMPANY | | OF SOUTH CAROLINA II | ------|------>DOM: SOUTH CAROLINA | CALIFORNIA FRINGE | FUNCTION: REINSURANCE CAPTIVE | BENEFIT AND INSURANCE | OWNERSHIP: 100% | MARKETING CORPORATION | ------|------>DOM: CALIFORNIA | | FUNCTION: INSURANCE AGENCY | ------| OWNERSHIP: 100% | LINCOLN RETIREMENT | ------| SERVICES COMPANY, LLC |------>DOM: INDIANA | FUNCTION: LIMITED LIABILITY COMPANY | OWNERSHIP: 100% | ------| | | | | | | | | ------| LINCOLN VARIABLE INSURANCE | PRODUCTS TRUST |------>DOM: DELAWARE | FUNCTION: INSURANCE PRODUCTS TRUST | OWNERSHIP: 100% | ------| | ------| LINCOLN LIFE & ANNUITY COMPANY OF | NEW YORK |------>DOM: NEW YORK | FUNCTION: CORPORATION/INSURANCE | OWNERSHIP: 100% | ------| | ------| WESTFIELD ASSIGNED | BENEFITS COMPANY |------>DOM: OHIO | FUNCTION: CORPORATION/ | INSURANCE AGENCY | OWNERSHIP: 100%
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document | ------| | ------| LFA, LIMITED LIABILITY | COMPANY |------>DOM: INDIANA | FUNCTION: LIMITED LIABILITY COMPANY | OWNERSHIP: 100% | ------| | ------| LFD INSURANCE AGENCY, | LIMITED LIABILITY COMPANY |------>DOM: DELAWARE | FUNCTION: INSURANCE AGENCY | OWNERSHIP: 100% | ------| | ------| LINCOLN FINANCIAL | HOLDINGS, LLC |------>DOM: DELAWARE | FUNCTION: LIMITED LIABILITY COMPANY | OWNERSHIP: 100% | ------| | | | | ------| | LFG SOUTH CAROLINA | | REINSURANCE COMPANY | ------>DOM: SOUTH CAROLINA | FUNCTION: REINSURANCE CAPTIVE | OWNERSHIP: 100% | ------| | ------| LINCOLN FINANCIAL | HOLDINGS, LLC II |------>DOM: DELAWARE | ------| | | | | ------| | LINCOLN REINSURANCE | | COMPANY OF VERMONT I | ------>DOM: VERMONT | ------| | ------| LINCOLN FINANCIAL MEDIA | COMPANY |------>DOM: NORTH CAROLINA | FUNCTION: CORPORATION/BROADCASTING | OWNERSHIP: 100% | ------| | ------| LINCOLN FINANCIAL MEDIA | COMPANY OF CALIFORNIA |------>DOM: NORTH CAROLINA | FUNCTION: CORPORATION/BROADCASTING | OWNERSHIP: 100% | ------| ------| LINCOLN FINANCIAL MEDIA | COMPANY OF COLORADO |------>DOM: NORTH CAROLINA | FUNCTION: CORPORATION/BROADCASTING | OWNERSHIP: 100% | ------| ------| LINCOLN FINANCIAL MEDIA | COMPANY OF FLORIDA |------>DOM: NORTH CAROLINA | FUNCTION: CORPORATION/BROADCASTING | OWNERSHIP: 100% | ------| ------| LINCOLN FINANCIAL MEDIA | COMPANY OF GEORGIA |------>DOM: NORTH CAROLINA | FUNCTION: CORPORATION/BROADCASTING | OWNERSHIP: 100% | ------
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document | | ------| CONTINUED ON ----->NEXT PAGE ------

------THE LINCOLN NATIONAL LIFE INSURANCE COMPANY CONTINUED FROM PAGE 7 ------| | ------| | | | | | | | | | | | | | ------| LINCOLN REINSURANCE COMPANY | OF SOUTH CAROLINA ------>DOM: SOUTH CAROLINA FUNCTION: REINSURANCE CAPTIVE OWNERSHIP: 100% ------

------LINCOLN NATIONAL CORPORATION CONTINUED FROM PAGE 6 ------| \|/ ------LINCOLN NATIONAL (UK) PLC DOM: ENGLAND FUNCTION: HOLDING COMPANY OWNERSHIP: 99.99% (REMAINDER OWNED BY THE LINCOLN NATIONAL LIFE INSURANCE COMPANY) ------| |------| | | ------| | CITY FINANCIAL PARTNERS | | LIMITED | |------>DOM: ENGLAND | | FUNCTION: DISTRIBUTION OF LIFE ASSURANCE & PENSION PRODUCTS | | OWNERSHIP: 100% | | ------| | | ------| ------| LINCOLN INDEPENDENT | CONSUMERS FINANCIAL | (JERSEY) LIMITED | EDUCATION COMPANY LIMITED |------>DOM: JERSEY | DOM: ENGLAND | OWNERSHIP: 100% |------>FUNCTION: (DORMANT) | ------| OWNERSHIP: 100% | | ------| ------| | LINCOLN INDEPENDENT | ------| LIMITED | FINANCIAL ALLIANCES |------>DOM: ENGLAND | LIMITED | FUNCTION: INDEPENDENT FINANCIAL ADVISOR |------>DOM: ENGLAND | OWNERSHIP: 100% | FUNCTION: UNIT TRUST MANAGEMENT | ------
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document | OWNERSHIP: 100% | | ------| ------| | LINCOLN INVESTMENT | | MANAGEMENT LIMITED | |------>DOM: ENGLAND | | FUNCTION: INVESTMENT MANAGEMENT | | OWNERSHIP: 100% | | ------| | | | ------| ------| LINCOLN SBP TRUSTEE | LN MANAGEMENT LIMITED | LIMITED | DOM: ENGLAND |------>DOM: ENGLAND |------>FUNCTION: ADMINISTRATIVE SERVICES (DORMANT) | OWNERSHIP: 100% | OWNERSHIP: 100% | ------| ------| | | ------| ------| LINCOLN UNIT TRUST | LN SECURITIES LIMITED | MANAGERS LIMITED | DOM: ENGLAND |------>DOM: ENGLAND |------>FUNCTION: NOMINEE COMPANY | FUNCTION: INVESTMENT MANAGEMENT | OWNERSHIP: 100% | OWNERSHIP: 100% | ------| ------| | | ------| ------| LAURTRUST LIMITED | LINCOLN INSURANCE SERVICES | DOM: ENGLAND | LIMITED |------>FUNCTION: PENSION SCHEME TRUSTEE (INACTIVE) |------>DOM: ENGLAND | OWNERSHIP: 100% FUNCTION: HOLDING COMPANY | ------OWNERSHIP: 100% | ------| ------| | LINCOLN FINANCIAL ADVISERS | ------| LIMITED | CONTINUED ON |------>DOM: ENGLAND |------> NEXT PAGE | FUNCTION: SALES COMPANY ------| OWNERSHIP: 100% | ------| | ------| CONTINUED ON ------> NEXT PAGE ------

------LINCOLN INSURANCE SERVICES LINCOLN NATIONAL (UK) PLC LIMITED CONTINUED FROM PAGE 8 CONTINUED FROM PAGE 8 ------| | | ------| ------| LINCOLN ASSURANCE LIMITED | CHAPEL ASH FINANCIAL | DOM: ENGLAND | SERVICES LTD. |--> FUNCTION: LIFE ASSURANCE -----> DOM: ENGLAND | OWNERSHIP: 100% (EXCEPT FUNCTION: DIRECT INSURANCE SALES | FOR OWNERSHIP: 100% | DIRECTOR-QUALIFYING ------| SHARES) | ------| | | | | | ------| | IMPCO PROPERTIES G.B. LTD. | |--> DOM: ENGLAND | | FUNCTION: PROPERTY INVESTMENT | | OWNERSHIP: 100% | | ------| | ------| | BARNWOOD PROPERTY GROUP | | LIMITED | --> DOM: ENGLAND | FUNCTION: PROPERTY MANAGEMENT CO. | OWNERSHIP: 100% | ------| | | | ------| | BARNWOOD PROPERTIES | | LIMITED
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document | ------> DOM: ENGLAND | FUNCTION: PROPERTY INVESTMENT | OWNERSHIP: 100% | ------| LINCOLN FINANCIAL GROUP | PLC --> DOM: ENGLAND FUNCTION: HOLDING COMPANY OWNERSHIP: 100% ------| | | ------| LINCOLN MILLDON LIMITED |--> DOM: ENGLAND | FUNCTION: SALES COMPANY | OWNERSHIP: 100% | ------

~~SUMMARY OF CHANGES TO ORGANIZATIONAL CHART:~~

~~JANUARY 1, 1995-DECEMBER 31, 1995~~

SEPTEMBER 1995 a. Lincoln National (Jersey) Limited was incorporated on September 18, 1995. Company is dormant and was formed for tax reasons per Barbara Benoit, Assistant Corporate Secretary at Lincoln UK.

~~JANUARY 1, 1996-DECEMBER 1, 1996~~

~~MARCH 1996 a. Delaware Investment Counselors, Inc. changed its name to Delaware Capital Management, Inc. effective March 29, 1996.~~

~~AUGUST 1996 a. Lincoln National (Gernsey) Limited was incorporated on August 9, 1996; company is dormant and was formed for tax reasons.~~

SEPTEMBER 1996 a. Morgan Financial Group, Inc. changed its name to Lincoln National Sales Corporation of Maryland effective September 23, 1996. b. Addition of Lincoln Life & Annuity Company of New York, incorporated as a New York corporation on September 27, 1996.

~~OCTOBER 1996 a. Addition of Lincoln National (India) Inc., incorporated as an Indiana corporation on October 17, 1996.~~

~~NOVEMBER 1996 a. Lincoln National SBP Trustee Limited was bought "off the shelf" and was incorporated on November 26, 1996; it was formed to act as Trustee for Lincoln Staff Benefits Plan.~~

~~DECEMBER 1996 a. Addition of Lincoln National Investments, Inc., incorporated as an Indiana corporation on December 12, 1996.~~

~~JANUARY 1, 1997-DECEMBER 31, 1997~~

JANUARY 1997 a. Delaware Management Holdings, Inc., Lynch & Mayer, Inc. and Vantage Global Advisors, Inc. were transferred via capital contribution to Lincoln National Investments, Inc. effective January 2, 1997. b. Lincoln National Investments, Inc. changed its name to Lincoln National Investment Companies, Inc. effective January 24, 1997. c. Lincoln National Investment Companies, Inc. changed its named to Lincoln National Investments, Inc. effective January 24, 1997.

d. The following Lincoln National (UK) subsidiaries changed their name effective January 1, 1997: Lincoln Financial Group PLC (fka Laurentian Financial Group PLC); Lincoln Milldon Limited (fka Laurentian Milldon Limited); Lincoln Management Services Limited (fka Laurentian Management Services Limited).

~~FEBRUARY 1997 a. Removal of Lincoln National Financial Group of Philadelphia, Inc., which was dissolved effective February 25, 1997.~~

~~MARCH 1997 a. Removal of Lincoln Financial Services, Inc., which was dissolved effective March 4, 1997.~~

APRIL 1997 a. Acquisition of Dougherty Financial Group, Inc. on April 30, 1997. Company then changed its name to Delvoy, Inc. The acquisition included the mutual fund group of companies as part of the Voyager acquisition. The following companies all then were moved under the newly formed holding company, Delvoy, Inc. effective April 30, 1997: Delaware Management Company, Inc., Delaware Distributors, Inc., Delaware Capital Management, Inc., Delaware Service Company, Inc. and Delaware Investment & Retirement Services, Inc. b. Acquisition of Voyager Fund Managers, Inc. and Voyager Fund Distributors, Inc. on April 30, 1997; merger is scheduled for May 31, 1997, for Voyager Fund Managers, Inc. into Delaware Management Company, Inc. and Voyager Fund Distributors, Inc. is to merge into Delaware Distributors, L.P. c. Removal of Aseguradora InverLincoln, S.A. Compania de Seguros y Reaseguros, Grupo Financiero InverMexico. Stock was sold to Grupo Financiero InverMexico effective April 18, 1997.

MAY 1997 a. Name change of The Richard Leahy Corporation to Lincoln National Financial Institutions Group, Inc. effective May 6, 1997. b. Voyager Fund Managers, Inc. merged into Delaware Management Company, Inc. effective May 30, 1997, at 10:00 p.m. with Delaware Management Company, Inc. surviving. c. On May 31, 1997, at 2:00 a.m., Voyager Fund Distributors, Inc. merged into a newly formed company Voyager Fund Distributors (Delaware), Inc., incorporated as a Delaware corporation on May 23, 1997. Voyager Fund Distributors (Delaware), Inc. then merged into Delaware Distributors, L.P. effective May 31, 1997, at 2:01 a.m. Delaware Distributors, L.P. survived.

JUNE 1997 a. Removal of Lincoln National Sales Corporation of Maryland -- company dissolved June 13, 1997. b. Addition of Lincoln Funds Corporation, incorporated as a Delaware corporation on June 10, 1997, at 2:00 p.m. c. Addition of Lincoln Re, S.A., incorporated as an Argentina company on June 30, 1997.

JULY 1997 a. LNC Equity Sales Corporation changed its name to Lincoln Financial Advisors Corporation effective July 1, 1997. b. Addition of Solutions Holdings, Inc., incorporated as a Delaware corporation on July 27, 1997.

~~SEPTEMBER 1997 a. Addition of Solutions Reinsurance Limited, incorporated as a Bermuda corporation on September 29, 1997.~~

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document OCTOBER 1997 a. Removal of the following companies: American States Financial Corporation, American States Insurance Company, American Economy Insurance Company, American States Insurance Company of Texas, American States Life Insurance Company, American States Lloyds Insurance Company, American States Preferred Insurance Company, City Insurance Agency, Inc. and Insurance Company of Illinois -- all were sold 10-1-97 to SAFECO Corporation. b. Liberty Life Assurance Limited was sold to Liberty International Holdings PLC effective 10-6-97. c. Addition of Seguros Serfin Lincoln, S.A., acquired by LNC on 10-15-97.

DECEMBER 1997 a. Addition of City Financial Partners Ltd. as a result of its acquisition by Lincoln National Corporation on December 22, 1997. This company will distribute life assurance and pension products of Lincoln Assurance Limited. b. Removal of Lynch & Mayer Asia, Inc., which was dissolved December 24, 1997.

~~JANUARY 1, 1998-DECEMBER 31, 1998~~

JANUARY 1998 a. Addition of Cigna Associates, Inc., Cigna Financial Advisors, Inc. and Cigna Associates of Massachusetts, Inc., acquired by The Lincoln National Life Insurance Company on January 1, 1998. Cigna Associates of Massachusetts is 100% owned by Cigna Associates, Inc. b. Removal of Lincoln National Mezzanine Corporation and Lincoln National Mezzanine Fund, L.P. Lincoln National Mezzanine Corporation was dissolved on January 12, 1998, and Lincoln National Mezzanine Fund, L.P. was cancelled January 12, 1998. c. Corporate organizational changes took place in the UK group of companies on January 21, 1998: Lincoln Insurance Services Limited and its subsidiaries were moved from Lincoln National (UK) PLC to Lincoln Assurance Limited; Lincoln General Insurance Co. Ltd. was moved from Lincoln Insurance Services Limited to Lincoln National (UK) PLC. d. Addition of AnnuityNet, Inc., incorporated as an Indiana corporation on January 16, 1998, and a wholly-owned subsidiary of The Lincoln National Life Insurance Company.

JUNE 1998 a. Name Change of Cigna Financial Advisors, Inc. to Sagemark Consulting, Inc. effective June 1, 1998. b. Name Change of Cigna Associates, Inc. to Lincoln National Insurance Associates, Inc. effective June 1, 1998. c. Addition of Lincoln National Insurance Associates of Alabama, Inc., incorporated as a wholly-owned subsidiary of Lincoln National Insurance Associates, Inc. as an Alabama domiciled corporation effective June 10, 1998. d. Dissolution of LUTM Nominees Limited effective June 10, 1998. e. Dissolution of Cannon Fund Managers Limited June 16, 1998.

~~f. Dissolution of P.N. Kemp Gee & Co. Ltd. June 2, 1998.~~

~~JULY 1998 a. Name change of Cigna Associates of Massachusetts, Inc. to Lincoln National Insurance Associates of Massachusetts, Inc. effective July 22, 1998.~~

SEPTEMBER 1998 a. Removal of Lincoln Financial Group of Michigan, Inc., voluntarily dissolved September 15, 1998. b. Name change of Lincoln Financial Group, Inc. to Lincoln Life and Annuity Distributors, Inc. on September 29, 1998. c. Removal of Lincoln European Reinsurance S.A. -- company dissolved September

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 30, 1998. d. Removal of Lincoln Funds Corporation -- company voluntarily dissolved September 30, 1998.

OCTOBER 1998 a. Addition of AnnuityNet Insurance Agency, Inc., incorporated as an Indiana corporation October 2, 1998, a wholly-owned subsidiary of AnnuityNet, Inc. b. Removal of Lincoln National (India) Inc., voluntarily dissolved October 26, 1998.

DECEMBER 1998 a. Removal of The Insurers' Fund, Inc., voluntarily dissolved December 10, 1998. b. Addition of Lincoln National Management Corporation, a Pennsylvania corporation and a wholly-owned subsidiary of Lincoln National Corporation, incorporated on December 17, 1998.

~~JANUARY 1, 1999-DECEMBER 31, 1999~~

~~JANUARY 1999 a. Lincoln Unit Trust Management changed its name on January 5, 1999, to Lincoln ISA Management Limited.~~

~~FEBRUARY 1999 a. Removal of Lincoln Southwest Financial Group, Inc. -- company's term of existence expired July 18, 1998.~~

JULY 1999 a. Addition of First Penn-Pacific Securities, Inc., incorporated as an Illinois corporation and a wholly-owned subsidiary of First Penn-Pacific Life Insurance Company on June 18, 1999. b. Addition of Lincoln Realty Capital Corporation, incorporated as an Indiana corporation and a wholly-owned subsidiary of The Lincoln National Life Insurance Company on July 9, 1999.

~~AUGUST 1999 a. Deletion of Professional Financial Planning, Inc. - company dissolved August 25, 1999.~~

NOVEMBER 1999 a. Addition of Lincoln National Insurance Associates of Hawaii, Inc., incorporated as a wholly-owned subsidiary of Lincoln National Insurance Associates, Inc. as a Hawaii domiciled corporation effective December 8, 1998. b. Addition of AnnuityNet of Alabama, Inc., an Alabama corporation and a wholly-owned subsidiary of AnnuityNet, Inc., incorporated on November 4, 1999. c. Addition of AnnuityNet of New Mexico, Inc., a New Mexico corporation and a wholly-owned subsidiary of AnnuityNet, Inc., incorporated on November 1, 1999.

DECEMBER 1999 a. Addition of Wakefield Tower Alpha Limited, a Cayman Islands Corporation, effective December 15, 1999, with 100% of the ordinary shares owned by The Lincoln National Life Insurance Company. One (1) G Share is held by a third party. b. Addition of Delaware General Management, Inc. (DGM), a Delaware Corporation and wholly owned subsidiary of Delvoy, Inc., effective December 9, 1999. The corporation was formed to act as the general partner of the Delaware Market Neutral Equity Fund, L.P.

~~JANUARY 1, 2000-DECEMBER 31, 2000~~

~~JANUARY 2000~~

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document a. Addition of AnnuityNet Insurance Agency of Massachusetts, Inc., a Massachusetts Corporation and a wholly-owned subsidiary of AnnuityNet, Inc., incorporated on January 1, 2000.

FEBRUARY 2000 a. Addition of The Kyoei Lincoln Reinsurance Services Co., Ltd., a Japanese Corporation in which Lincoln National Corporation has a 90% ownership interest. The remaining 10% is owned by The Kyoei Life Insurance Co., Ltd. The date of incorporation in Japan was February 29, 2000.

MARCH 2000 a. Name change of Underwriters & Management Services, Inc. to Lincoln Re Risk Management Services, Inc. effective March 1, 2000. b. Lincoln National Corporation disposed of its 49% investment in Seguros Serfin Lincoln, S.A. effective March 30, 2000.

APRIL 2000 a. Lincoln Life and Annuity Distributors, Inc. stock was transferred via capital contribution from Lincoln National Corporation to The Lincoln National Life Insurance Company effective April 7, 2000. b. Change in ownership percentage of Lincoln National Insurance Associates of Ohio, Inc. from a 91% owned subsidiary to a wholly-owned subsidiary of Lincoln National Insurance Associates, Inc. effective April 17, 2000. c. Reinstatement of Lincoln Southwest Financial Group, Inc. in the State of Arizona effective April 25, 2000.

MAY 2000 a. Change in ownership percentage of AnnuityNet, Inc. from a wholly-owned subsidiary of The Lincoln National Life Insurance Company to a 44.9% ownership interest effective May 8, 2000. b. Addition of LFA, Limited Liability Company, an Indiana limited liability company and 99% owned subsidiary of The Lincoln National Life Insurance Company, formed May 11, 2000. c. Addition of LFA of Delaware, Limited Liability Company, a Delaware limited liability company and 99% owned subsidiary of The Lincoln National Life Insurance Company, formed May 16, 2000. d. Dissolution of Lynch & Mayer Securities Corp. (Delaware corporation) effective May 9, 2000.

~~NOVEMBER 2000 a. Dissolution of Lynch & Mayer, Inc. (Indiana corporation) effective November 30, 2000.~~

DECEMBER 2000 a. Name change of Sagemark Consulting, Inc. to Lincoln Financial Distributors, Inc. effective December 4, 2000. b. Dissolution of Vantage Global Advisors, Inc. (Delaware corporation) effective December 31, 2000.

~~JANUARY 1, 2001-DECEMBER 31, 2001~~

~~JANUARY 2001 a. Dissolution of Lincoln Investment Management, Inc. (Illinois corporation) effective January 11, 2001.~~

FEBRUARY 2001 a. Addition of Lincoln Retirement Services Company, LLC, an Indiana Limited Liability Company and wholly-owned subsidiary of The Lincoln National Life Insurance Company, formed February 28, 2001.

APRIL 2001 a. Addition of LFD Insurance Agency, Limited Liability Company, a Delaware Limited Liability Company and 99% owned subsidiary of The Lincoln National Life Insurance Company, formed April 25, 2001.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document JUNE 2001 a. Addition of Lincoln Re (Ireland) Limited, an Ireland corporation and wholly-owned subsidiary of Lincoln National Reinsurance Company (Barbados) Limited, incorporated June 20, 2001.

JULY 2001 a. Addition of Select Capital, LLC, an Indiana Limited Liability Company and wholly-owned subsidiary of The Lincoln National Life Insurance Company, formed July 17, 2001. b. Addition of Pegasus Capital, LLC, an Indiana Limited Liability Company and 99% owned subsidiary of Select Capital, LLC, formed July 17, 2001.

~~AUGUST 2001 a. Lincoln National (UK) PLC makes the following name changes, additions and dissolution of companies as follows:~~

~~1) Dissolution of Allied Westminster & Company Limited effective May 8, 2001;~~

~~2) Dissolution of Culverin Property Services Limited effective May 8, 2001;~~

~~3) Dissolution of HUTM Limited effective March 9, 1999;~~

~~4) Dissolution of Liberty Life Pension Trustee Company Limited effective April 24, 2001;~~

~~5) Dissolution of UK Mortgage Securities Limited effective November 24, 1998;~~

~~6) Dissolution of Liberty Press Limited [Printing Services] effective March 23, 1999;~~

~~7) Dissolution of Barnwood Developments Limited effective May 22, 2001;~~

~~8) Dissolution of British National Life Sales Ltd. effective June 12, 2001;~~

~~9) Dissolution of BNL Trustees Limited effective May 8, 2001;~~

~~10) Dissolution of CL CR Management Ltd. effective November 17, 1998;~~

~~11) Dissolution of Lincoln National Training Services Limited effective March 16, 1999;~~

~~12) Name change of ILI Supplies Limited to Liberty Press Limited;~~

~~13) Name change of Lincoln ISA Management Limited to Financial Alliances Limited;~~

~~14) Reporting change for Laurtrust Limited from Lincoln Financial Group PLC to Lincoln National (UK) PLC;~~

~~15) Addition of Lincoln Executive Club Trustee Limited, a wholly-owned subsidiary of Lincoln National (UK) PLC, incorporated February 23, 1999 (currently dormant);~~

~~16) Addition of Consumers Financial Education Limited, a wholly-owned subsidiary of Lincoln National (UK) PLC, incorporated December 1, 1999 (currently dormant).~~

~~DECEMBER 2001 a. Removal of the following companies as a result of the December 7, 2001, sale to Swiss Re:~~

~~1) The Kyoei Lincoln Reinsurance Services Co., Ltd.~~

~~2) Lincoln National (China) Inc.~~

~~3) Lincoln National Health & Casualty Insurance Company~~

~~4) Lincoln National Intermediaries, Inc.~~

~~5) Lincoln National Management Services, Inc.~~

~~7) Lincoln National Reinsurance Company Limited~~

~~8) Lincoln National Risk Management, Inc.~~

~~9) Lincoln National Structured Settlement, Inc.~~

~~10) Lincoln National Underwriting Services, Ltd.~~

~~11) Lincoln Re Risk Management Services, Inc.~~

~~12) Lincoln Re, S.A.~~

~~13) Linsco Reinsurance Company~~

~~14) Old Fort Insurance Company, Ltd.~~

~~15) Servicios de Evaluacion de Riesgos, S. de R.L. de C.V.~~

~~16) Solutions Holdings, Inc.~~

~~17) Solutions Reinsurance Limited~~

~~18) Special Pooled Risk Administrators, Inc.~~

~~JANUARY 1, 2002 - DECEMBER 31, 2002~~

~~JANUARY 2002 a. Lincoln National (UK) PLC makes the following changes:~~

~~1) Dissolution of Lincoln Pension Trustees Limited effective January 15, 2002;~~

~~2) Reporting change for Financial Alliances Limited to Lincoln National (UK) PLC;~~

~~3) Reporting change for Lincoln Insurance Services Limited to Lincoln National (UK) PLC.~~

~~MARCH 2002 a. Addition of Lincoln Administration Services Limited, a wholly-owned subsidiary of Lincoln National (UK) PLC, incorporated March 11, 2002 (currently inactive).~~

APRIL 2002 a. Dissolution of Financial Investment Services, Inc. (Indiana corporation) effective April 2, 2002. b. Dissolution of Financial Alternative Resources, Inc. (Kansas corporation) effective April 3, 2002. c. Dissolution of Financial Investments, Inc. (Indiana corporation) effective April 26, 2002. d. Change in ownership interest of AnnuityNet, Inc. from a 44.9% combined LNL and LNC ownership interest to a 24.0% combined LNL and LNC ownership interest effective April 5, 2002.

~~MAY 2002 a. Dissolution of the following corporate agency subsidiaries of Lincoln Life and Annuity Distributors, Inc:~~

~~1) Colorado-Lincoln Financial Group, Inc. (Colorado) effective December 17, 2001;~~

~~2) Lincoln National Financial Services, Inc. (Florida) effective December 17, 2001;~~

~~3) CMP Financial Services, Inc. (Illinois) effective January 11, 2002;~~

~~4) Lincoln Financial Group of Northern Indiana, Inc. (Indiana) effective December 13, 2001;~~

~~5) Financial Planning Partners, Ltd. (Kansas) effective December 18,~~

~~6) The Lincoln National Financial Group of Louisiana, Inc. (Louisiana) effective December 20, 2001;~~

~~7) Lincoln Cascades, Inc. (Oregon) effective December 21, 2001. b. Delaware Investments makes the following changes:~~

~~1) Addition of Delaware Investments U.S., Inc., a Delaware corporation and a wholly-owned subsidiary of DMH Corp., incorporated on June 28, 2001;~~

~~2) Addition of DIAL Holding Company, Inc., a Delaware corporation and a wholly-owned subsidiary of DMH Corp., incorporated on June 27, 2001;~~

~~3) Merger of Delvoy, Inc., a Minnesota corporation and wholly-owned subsidiary of DMH Corp., into Delaware Investments U.S., Inc., effective June 28, 2001;~~

4) Effective February 28, 2001, LNC Administrative Services Corporation transferred from being a wholly-owned subsidiary of Lincoln National Corporation to being a wholly-owned subsidiary of Retirement Financial Services, Inc. c. Dissolution of the following corporate agency subsidiary of Lincoln Life and Annuity Distributors, Inc.:

1) Lincoln Financial Group of Missouri, Inc. (Missouri) effective June 14, 2002. d. Sale of Lincoln Re (Ireland) Limited to Swiss Re Management Luxembourg S.A. effective May 30, 2002. e. City Financial Partners Limited stock was acquired by Lincoln National (UK) PLC from Lincoln National Corporation effective January 20, 2000.

~~JULY 2002 a. Dissolution of Founders CBO Corporation (Delaware corporation) effective July 15, 2002.~~

AUGUST 2002 a. Cancellation of Founders CBO, L.P. (Delaware Limited Partnership) effective August 15, 2002. [Note: This partnership was dissolved 7/15/02; however, the official partnership cancellation was not effective until the Certificate of Cancellation filing on 8/15/02.] b. Dissolution of The Financial Resources Department, Inc. (Michigan corporation) effective August 22, 2002.

c. Acquisition of The Administrative Management Group, Inc., an Illinois corporation and employee benefits recordkeeping firm, as a wholly-owned subsidiary of The Lincoln National Life Insurance Company effective August 30, 2002. d. Acquisition of AMG Service Corp., an Illinois corporation and wholly-owned subsidiary of The Administrative Management Group, Inc., effective August 30, 2002.

SEPTEMBER 2002 a. Dissolution of The Investment Center, Inc. (Tennessee corporation) effective September 6, 2002. b. Change in ownership of Lincoln Financial Group, Inc. (an Alabama corporation) from a wholly-owned subsidiary of Lincoln Life and Annuity Distributors, Inc. to a wholly-owned subsidiary of The Lincoln National Life Insurance Company effective September 20, 2002. c. Change in ownership of Lincoln Financial Services and Insurance Brokerage of New England, Inc. (a Massachusetts corporation) from a wholly-owned subsidiary of Lincoln Life and Annuity Distributors, Inc. to a wholly-owned subsidiary of The Lincoln National Life Insurance Company effective September 20, 2002.

~~OCTOBER 2002 a. Dissolution of the following corporate agency subsidiaries of Lincoln Life~~

~~1) Financial Consultants of Michigan, Inc. (Michigan) effective August 19, 2002;~~

~~2) Lincoln Financial Group, Inc. (New Mexico) effective September 27, 2002;~~

~~3) Lincoln Financial Group, Inc. (Utah) effective May 21, 2002. b. Dissolution of The Investment Group, Inc. (New Jersey corporation) effective October 21, 2002.~~

NOVEMBER 2002 a. Change in ownership of Lincoln Financial Advisors Corporation (an Indiana corporation) from a wholly-owned subsidiary of Lincoln Life and Annuity Distributors, Inc. to a wholly-owned subsidiary of The Lincoln National Life Insurance Company effective November 1, 2002. b. Change in ownership of Lincoln Financial and Insurance Services Corporation (a California corporation) from a wholly-owned subsidiary of Lincoln Life and Annuity Distributors, Inc. to a wholly-owned subsidiary of The Lincoln National Life Insurance Company effective November 18, 2002. California Fringe Benefit and Insurance Marketing Corporation will remain as its wholly-owned subsidiary. c. Dissolution of Founders Holdings, Inc. (Delaware General Partner) effective November 27, 2002.

DECEMBER 2002 a. Dissolution of Lincoln Life and Annuity Distributors, Inc. (Indiana corporation) effective December 11, 2002 (f/k/a Lincoln Financial Group, Inc. and Lincoln National Sales Corporation). b. Dissolution of The Financial Alternative, Inc. (Utah corporation) effective December 9, 2002.

~~JANUARY 2003 a. Dissolution of the following corporate agency subsidiary of Lincoln Life and Annuity Distributors, Inc.:~~

~~1) Benefits Marketing Group, Inc. (Maryland corporation) effective January 16, 2003.~~

~~FEBRUARY 2003~~

a. Administrative dissolution of Personal Financial Resources, Inc. (Arizona corporation) a subsidiary of Lincoln National Financial Institutions Group, Inc., effective February 7, 2000. b. Dissolution of the following corporate agency subsidiaries of Lincoln Life and Annuity Distributors, Inc.: 1) Beardslee & Associates, Inc. (New Jersey corporation) effective February 11, 2003; 2) Lincoln Southwest Financial Group, Inc. (Arizona corporation) effective February 25, 2003. c. Formation of Lincoln Variable Insurance Products Trust, a Delaware Business Trust, effective February 1, 2003. Legal ownership resides with The Lincoln National Life Insurance Company and Lincoln Life & Annuity Company of New York. Beneficial ownership resides with the contract owners. Under the Holding Company Act, a company is not deemed to be an affiliate of an insurer unless they are under common control with one entity beneficially owning ten percent or more of the voting securities of another entity. The Trust is not considered to be an affiliate and is being shown on the Organization Chart for informational purposes only.

~~MARCH 2003 a. Name change of First Penn-Pacific Securities, Inc. to Lincoln Retirement Advisors, Inc. effective March 25, 2003.~~

APRIL 2003 a. Effective April 30, 2003, the following funds become a series of Lincoln Variable Insurance Products Trust: Aggressive Growth Fund; Bond Fund; Capital Appreciation Fund; Equity-Income Fund; Global Asset Allocation Fund; Growth and Income Fund; International Fund; Managed Fund; Money Market Fund; Social Awareness Fund; Special Opportunities Fund.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document b. Dissolution of Personal Investment Services, Inc. (Pennsylvania corporation), a subsidiary of Lincoln National Financial Institutions Group, Inc., effective April 10, 2003.

~~MAY 2003 a. Dissolution of Financial Choices, Inc. (Pennsylvania corporation), a subsidiary of Lincoln National Financial Institutions Group, Inc., effective May 16, 2003.~~

~~JUNE 2003 a. Dissolution of Investment Alternatives, Inc. (Pennsylvania corporation), a subsidiary of Lincoln National Financial Institutions Group, Inc., effective June 2, 2003.~~

JULY 2003 a. Change in ownership interest of AnnuityNet, Inc. from a 24.0% combined LNL and LNC ownership interest to a 13.1% combined LNL and LNC ownership interest effective July 1, 2003. b. Addition of Corporate Benefit Systems, Inc. (a Texas corporation) as a wholly owned subsidiary of The Lincoln National Life Insurance Company effective July 9, 2003. This insurance agency was previously owned by Texas resident officers. c. Addition of Lincoln National Insurance Associates of Texas, Inc. (a Texas corporation) as a wholly-owned subsidiary of Lincoln National Insurance Associates, Inc. effective July 9, 2003. This insurance agency was previously owned by Texas resident officers.

~~NOVEMBER 2003~~

a. Delaware Capital Management Company, Inc. (Delaware Corporation) merged its assets with Vantage Investment Advisers, a series of Delaware Management Business Trust, effective January 1, 2003. The new, merged series has been renamed Delaware Capital Mgmt. b. Dissolution of Delaware Capital Management Company, Inc. (Delaware Corporation), a subsidiary of Delaware Investments U.S., Inc., effective January 1, 2003.

JANUARY 2004 a. Dissolution of Lincoln Retirement Advisors, Inc. (formerly First Penn-Pacific Securities, Inc.), an Illinois corporation and subsidiary of First Penn-Pacific Life Insurance Company, effective January 9, 2004. b. Addition of LFA Management Corporation (a Pennsylvania corporation) as a wholly-owned subsidiary of Lincoln Financial Advisors Corporation effective January 1, 2004.

APRIL 2004 a. Dissolution of Pegasus Capital, LLC, an Indiana limited liability company and subsidiary of Select Capital, LLC, effective April 19, 2004. b. Dissolution of Select Capital, LLC, an Indiana limited liability company and subsidiary of The Lincoln National Life Insurance Company, effective April 19, 2004.

~~MAY 2004 a. Dissolution of Lincoln National Insurance Associates of Ohio, Inc., an Ohio corporation and subsidiary of Lincoln National Insurance Associates, Inc., effective May 6, 2004.~~

AUGUST 2004 a. Dissolution of Lincoln National Insurance Associates of Texas, Inc., a Texas corporation and subsidiary of Lincoln National Insurance Associates, Inc., effective August 3, 2004. b. Dissolution of Lincoln National Insurance Associates of Alabama, Inc., an Alabama corporation and subsidiary of Lincoln National Insurance Associates, Inc., effective August 10, 2004.

~~SEPTEMBER 2004~~

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document a. Addition of Lincoln Reinsurance Company of Bermuda, Limited (Bermuda Corporation) as a wholly-owned subsidiary of Lincoln National Corporation effective September 3, 2004. b. Sale of DIAL Holding Company, Inc., a wholly-owned subsidiary of DMH Corp., with its subsidiary companies Delaware International Advisers, Ltd. and Delaware International Holdings, Ltd. effective September 24, 2004.

~~NOVEMBER 2004 a. Lincoln National (UK) PLC has the following changes to the organization chart:~~

~~1. Dissolution of Lincoln Administration Services Limited effective September 9, 2003.~~

~~2. Dissolution of Lincoln Executive Club Trustee Limited effective February 24, 2004.~~

~~3. Dissolution of Niloda Limited effective October 7, 2003.~~

~~MAY 2005 a. Addition of Lincoln Financial Holdings, LLC (a Delaware Limited Liability Company) as a wholly-owned subsidiary of The Lincoln National Life Insurance Company effective May 18, 2005.~~

OCTOBER 2005 a. Dissolution of Lincoln National Financial Institutions Group, Inc. (formerly The Richard Leahy Corporation), an Indiana corporation and subsidiary of Lincoln National Corporation, effective October 14, 2005. b. AnnuityNet, Inc. has the following changes to the organization chart:

~~1. Name change of AnnuityNet, Inc. to Finetre Corporation effective October 19, 2003.~~

~~2. Dissolution of AnnuityNet of New Mexico, Inc., a New Mexico corporation and subsidiary of AnnuityNet, Inc., effective July 31, 2000.~~

~~NOVEMBER 2005 a. The following changes have occurred with Delaware companies:~~

~~1. Dissolution of LincAm Properties, Inc., a Delaware corporation and subsidiary of Lincoln National Corporation, effective December 31, 1998~~

2. Dissolution of Delaware Lincoln Investment Advisers, part of the series of Delaware Management Business Trust, effective November 30, 2003. b. Addition of Quartz Corporation, (a North Carolina corporation) as a wholly-owned subsidiary of Lincoln National Corporation, effective October 6, 2005. c. Addition of LFG South Carolina Reinsurance Company (a South Carolina corporation) as a wholly owned subsidiary of Lincoln Financial Holdings, LLC, effective August 3, 2005.

JANUARY 2006 a. Name change of Wakefield Tower Alpha Limited to Lincoln Investment Solutions, Inc. effective January 3, 2006. It has also been de-registered in the Cayman Islands and is now a Delaware corporation. b. Dissolution of AnnuityNet Insurance Agency of Massachusetts, Inc., a subsidiary of Finetre Corporation (formerly AnnuityNet, Inc.), effective November 10, 2005 c. Dissolution of AnnuityNet of Alabama, Inc., a subsidiary of Finetre Corporation (formerly AnnuityNet, Inc.), effective November 17, 2005. d. Dissolution of Liberty Press Limited, a subsidiary of Lincoln National (UK) PLC, effective January 10, 2006. e. Addition of Lincoln JP Company, LLC (an Indiana Limited Liability Company)

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document as a wholly-owned subsidiary of Lincoln National Corporation effective January 17, 2006. f. Addition of Lincoln JP Holdings, L.P. (an Indiana Limited Partnership) with Lincoln National Corporation as limited partner and Lincoln JP Company, LLC as general partner effective January 17, 2006.

APRIL 2006 a. Pursuant to an Agreement and Plan of Merger by and among Lincoln National Corporation, Lincoln JP Holdings, L.P., Quartz Corporation and Jefferson-Pilot Corporation the following entities were added as of April 3, 2006:

~~1. The following are wholly owned subsidiaries of Lincoln JP Holdings, L.P.:~~

~~- HARCO Capital Corp. (a Delaware corporation)~~

~~- Hampshire Funding, Inc. (a New Hampshire corporation)~~

~~- Jefferson-Pilot Capital Trust A (a Delaware business trust)~~

~~- Jefferson-Pilot Capital Trust B (a Delaware business trust)~~

~~- Lincoln Financial Media Company (a North Carolina corporation)~~

~~- Jefferson Pilot Investment Advisory Corporation ( a Tennessee corporation)~~

~~- Jefferson-Pilot Investments, Inc. (a North Carolina corporation)~~

~~- Jefferson Pilot Variable Corporation (a North Carolina corporation)~~

~~- Jefferson-Pilot Life Insurance Company (a North Carolina corporation)~~

~~- Jefferson-Pilot Securities Corporation (a New Hampshire corporation)~~

~~- The Guarantee Life Companies Inc. (a Delaware corporation)~~

~~- TSC Reassurance (Bermuda) Ltd.~~

~~2. International Home Furnishing Center, Inc. (a North Carolina corporation), which is 29.074% owned by HARCO Capital Corp.~~

~~3. Tomco2 Equipment Company (a Georgia corporation), which is 29.16% owned by HARCO Capital Corp.~~

~~4. The following are wholly owned subsidiaries of Lincoln Financial Media Company:~~

~~- Lincoln Financial Media Company of California (a North Carolina corporation)~~

~~- Lincoln Financial Media Company of Colorado (a North Carolina corporation)~~

~~- Lincoln Financial Media Company of Florida (a North Carolina corporation)~~

~~- Lincoln Financial Media Company of Georgia (a North Carolina corporation)~~

~~- Lincoln Financial Media Company of North Carolina (a North Carolina corporation)~~

~~- Lincoln Financial Sports, Inc. (a North Carolina corporation)~~

~~- WWBT, Inc. (a Virginia corporation)~~

~~- WBTV, Inc. (a North Carolina corporation)~~

~~- WCSC, Inc. (a South Carolina corporation)~~

~~5. Tall Tower, Inc. (a South Carolina corporation) as a wholly-owned subsidiary of WCSC, Inc.~~

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 6. Hampshire Syndications, Inc. (a New Hampshire corporation) as a wholly-owned subsidiary of Jefferson-Pilot Investments, Inc.

~~7. Jefferson Standard Life Insurance Company (a North Carolina corporation) as a wholly-owned subsidiary of Jefferson-Pilot Life Insurance Company.~~

~~8. The following are wholly owned subsidiaries of Jefferson Pilot Securities Corporation:~~

~~- Allied Professional Advisors, Inc. (a New Hampshire corporation)~~

~~- Jefferson Pilot Insurance Agency of Alabama, Inc. (an Alabama corporation)~~

~~- Jefferson Pilot Insurance Agency of Hawaii, Inc. (a Hawaii corporation)~~

~~- Jefferson Pilot Insurance Agency of Texas, Inc. (a Texas corporation)~~

~~- Jefferson-Pilot Investor Services of Nevada, Inc. (a Nevada corporation)~~

~~- JPSC Insurance Services, Inc. (a New Hampshire corporation)~~

~~- Polaris Advisory Services, Inc. (a Connecticut corporation)~~

~~- Polaris Financial Services, Inc. (a Connecticut corporation)~~

~~- Windward Securities Corporation (a New Hampshire corporation)~~

~~10. Jefferson Pilot Financial Insurance Company (a Nebraska corporation) which is owned 80.3% by Lincoln JP Holdings, L.P. and 19.7% by The Guarantee Life Companies, Inc.~~

~~11. The following are wholly owned subsidiaries of Jefferson Pilot Financial Insurance Company:~~

~~- Jefferson Pilot Life Insurance Agency of Massachusetts, Inc. (a Massachusetts corporation)~~

~~- Jefferson Pilot LifeAmerica Insurance Company (a New Jersey corporation)~~

~~- Westfield Assigned Benefits Company (an Ohio corporation)~~

JUNE 2006 a. Dissolution of The Guarantee Life Companies Inc., a subsidiary of Lincoln JP Holdings, L.P., effective June 1, 2006. b. As a result of the dissolution of The Guarantee Life Companies Inc., Jefferson Pilot Financial Insurance Company became a wholly-owned subsidiary of Lincoln JP Holdings, L.P., effective June 1, 2006.

~~c. Delaware has the following change to the organization chart:~~

~~1. Delaware Asset Advisers was organized on August 18, 2005 and is part of the Delaware Management Business Trust.~~

JANUARY 2007 a. Dissolution of Corporate Benefit Systems, Inc., a Texas corporation and subsidiary of The Lincoln National Life Insurance Company, effective December 31, 2006. b. Change in ownership of LFA, Limited Liability Company from 99% ownership by The Lincoln National Life Insurance Company and 1% ownership by First Penn-Pacific Life Insurance Company to a wholly-owned subsidiary of The Lincoln National Life Insurance Company, effective December 31, 2006. c. Change in ownership of LFD Insurance Agency, Limited Liability Company from 99% ownership by The Lincoln National Life Insurance Company and 1% ownership by First Penn-Pacific Life Insurance Company to a wholly-owned subsidiary of The Lincoln National Life Insurance Company, effective December 31, 2006. d. Dissolution of Lincoln Financial Group, Inc., an Alabama corporation and

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document subsidiary of The Lincoln National Life Insurance Company, effective December 28, 2006. e. Dissolution of Lincoln Financial Services and Insurance Brokerage of New England, Inc., a Massachusetts corporation and subsidiary of The Lincoln National Life Insurance Company, effective January 9, 2007.

MARCH 2007 a. Dissolution of TSC Reassurance (Bermuda) Ltd., a Bermuda company and subsidiary of Lincoln JP Holdings, L.P., effective December 31, 2006. b. Dissolution of Quartz Corporation, a North Carolina corporation and subsidiary of Lincoln National Corporation, effective February 19, 2007. c. Dissolution of Jefferson Pilot Life Insurance Agency of Massachusetts, Inc., a Massachusetts corporation and subsidiary of Jefferson Pilot Financial Insurance Company, effective February 28, 2007. d. Dissolution of Lincoln JP Company, LLC, an Indiana limited liability company and subsidiary of Lincoln National Corporation, effective March 1, 2007. e. Dissolution of Lincoln JP Holdings, L.P., an Indiana limited partnership and subsidiary of Lincoln National Corporation, effective March 1, 2007. f. As a result of the dissolution of Lincoln JP Holdings, L.P., the following entities became wholly-owned subsidiaries of Lincoln National Corporation, effective March 1, 2007:

~~1. HARCO Capital Corp.~~

~~2. Hampshire Funding, Inc.~~

~~3. Jefferson-Pilot Capital Trust A~~

~~4. Jefferson-Pilot Capital Trust B~~

~~5. Lincoln Financial Media Company~~

~~6. Jefferson Pilot Investment Advisory Corporation~~

~~7. Jefferson-Pilot Investments, Inc.~~

~~8. Jefferson-Pilot Life Insurance Company~~

~~9. Jefferson Pilot Securities Corporation~~

~~10. Jefferson Pilot Variable Corporation~~

11. Jefferson Pilot Financial Insurance Company g. Dissolution of Jefferson Pilot Insurance Agency of Alabama, Inc., an Alabama corporation and subsidiary of Jefferson Pilot Securities Corporation, effective March 12, 2007. h. Dissolution of Jefferson Pilot Insurance Agency of Hawaii, Inc., a Hawaii corporation and subsidiary of Jefferson Pilot Securities Corporation, effective March 13, 2007. i. Dissolution of Jefferson Pilot Investor Services of Nevada, Inc., a Nevada corporation and subsidiary of Jefferson Pilot Securities Corporation, effective March 15, 2007.

APRIL 2007 a. Jefferson-Pilot Life Insurance Company was merged with and into The Lincoln National Life Insurance Company effective April 2, 2007. b. As a result of the merger of Jefferson-Pilot Life Insurance Company into The Lincoln National Life Insurance Company, Jefferson Standard Life Insurance Company became a wholly owned subsidiary of The Lincoln National Life Insurance Company effective April 2, 2007. c. Lincoln Life & Annuity Company of New York was merged with and into Jefferson Pilot LifeAmerica Insurance Company effective April 2, 2007. Immediately following this merger the surviving entity, Jefferson Pilot LifeAmerica Insurance Company, changed its name to Lincoln Life & Annuity Company of New York; and at the same time, was redomesticated from a New Jersey corporation to a New York corporation. The ownership share of the "new" Lincoln Life & Annuity Company of New York is vested 89.5% in The Lincoln National Life Insurance Company and 10.5% in Jefferson Pilot Financial Insurance Company.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document MAY 2007 a. Ownership of LNC Administrative Services Corporation was changed from Retirement Financial Services, Inc. to the new owner, The Lincoln National Life Insurance Company effective January 1, 2007. b. Dissolution of LFA of Delaware, Limited Liability Company, a Delaware LLC and subsidiary of The Lincoln National Life Insurance Company (99% ownership) was dissolved, effective April 18, 2007. c. Name change of Jefferson Pilot Investment Advisory Corporation to Lincoln Investment Advisors Corporation effective April 27, 2007.

JUNE 2007 a. Ownership of First Penn-Pacific Life Insurance Company was changed from The Lincoln National Life Insurance Company to the new owner, Lincoln National Corporation effective May 2, 2007. b. Dissolution of Lincoln National Insurance Associates of Hawaii, Inc., a Hawaii Corporation and subsidiary of Lincoln National Insurance Associates, Inc., effective May 24, 2007. c. Dissolution of Lincoln National Insurance Associates of Massachusetts, Inc., a Massachusetts Corporation and subsidiary of Lincoln National Insurance Associates, Inc., effective May 24, 2007. d. Dissolution of Jefferson Pilot Life Insurance Agency of Texas, Inc., a Texas Corporation and subsidiary of Jefferson Pilot Securities Corporation, effective June 13, 2007.

July 2007 a. Sale of Finetre Corporation, a subsidiary of The Lincoln National Life Insurance Company, along with its subsidiary company, AnnuityNet Insurance Agency, Inc., effective October 2, 2006. b. Jefferson Pilot Financial Insurance Company was merged with and into The Lincoln National Life Insurance Company effective July 2, 2007. c. As a result of the merger of Jefferson-Pilot Life Insurance Company into The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York and Westfield Assigned Benefits Company became wholly owned subsidiaries of The Lincoln National Life Insurance Company effective July 2, 2007. d. Addition of Lincoln National Financial Holdings, LLC (a Delaware Limited Liability Company) as a wholly-owned subsidiary of The Lincoln National Life Insurance Company effective July 13, 2007. e. Dissolution of Polaris Financial Services, Inc., a Connecticut corporation and subsidiary of Jefferson Pilot Securities Corporation, effective July 19, 2007. f. Dissolution of Polaris Advisory Services, Inc., a Connecticut corporation and subsidiary of Jefferson Pilot Securities Corporation, effective July 19, 2007. g. Addition of Lincoln Reinsurance Company of South Carolina (a South Carolina Corporation) as a wholly-owned subsidiary of Lincoln National Financial Holdings, LLC effective July 27, 2007.

~~SEPTEMBER 2007 a. Windward Securities Corporation was merged with and into Jefferson Pilot Securities Corporation effective August 4, 2006.~~

OCTOBER 2007 a. The Administrative Management Group, Inc. was merged with and into Lincoln Retirement Services Company, LLC, effective October 1, 2007. b. As a result of the merger of Administrative Management Group, Inc. into Lincoln Retirement Services Company, LLC, AMG Service Corp. became a wholly-owned subsidiary of Lincoln Retirement Services Company, LLC. effective October 1, 2007.

NOVEMBER 2007 a. Dissolution of HARCO Capital Corp., a Delaware corporation and subsidiary of Lincoln National Corporation, effective November 9, 2007. b. As a result of the dissolution of HARCO Capital Corp., the 29.074% ownership interest of International Home Furnishing Center, Inc. and the 29.16% ownership interest of Tomco2Equipment Company previously held by

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document HARCO Capital Corp are transferred to Lincoln National Corporation effective November 9, 2007. c. Dissolution of Lincoln National Insurance Associates, Inc., a Connecticut corporation and subsidiary of The Lincoln National Life Insurance Company, effective November 21, 2007.

DECEMBER 2007 a. Sale of Lincoln Financial Sports, Inc., a North Carolina corporation and subsidiary of Lincoln Financial Media Company, to Raycom Sports, LLC. effective November 30, 2007. b. Dissolution of AMG Service Corp., an Illinois corporation and subsidiary of Lincoln Retirement Services Company, effective December 11, 2007.

JANUARY 2008 a. Cancellation of Jefferson-Pilot Capital Trust A and Jefferson-Pilot Capital Trust B, Delaware business trusts owned by Lincoln National Corporation, effective January 11, 2008. b. Sale of Lincoln Financial Media Company of North Carolina, a North Carolina corporation and subsidiary of Lincoln Financial Media Company, to Greater Media Radio, Inc. effective January 31, 2008.

APRIL 2008 a. Sale of WCSC, Inc., a South Carolina corporation and subsidiary of Lincoln Financial Media Company, to Raycom Media, Inc. effective April 1, 2008. b. Sale of WBTV, Inc., a North Carolina corporation and subsidiary of Lincoln Financial Media Company, to Raycom Media, Inc. effective April 1, 2008. c. Sale of WWBT, Inc. a Virginia corporation and subsidiary of Lincoln Financial Media Company, to Raycom Media, Inc. effective April 1, 2008. d. Sale of Tall Tower, Inc., a South Carolina corporation and subsidiary of WCSC, Inc., to Raycom Media, Inc. effective April 1, 2008.

JULY 2008 a. Name change of Jefferson Pilot Securities Corporation to Lincoln Financial Securities Corporation effective July 1, 2008. b. Addition of Lincoln Reinsurance Company of South Carolina II (a South Carolina Corporation) as a wholly-owned subsidiary of The Lincoln National Life Insurance Company, effective July 24, 2008.

SEPTEMBER 2008 a. Dissolution of Laurit Limited, an England domiciled company and subsidiary of Lincoln Management Services Limited effective October 5, 2005. b. Dissolution of Lincoln National (Guernsey) Limited, an England domiciled company and subsidiary of Lincoln National (UK) PLC effective April 3, 2008.

DECEMBER 2008 a. Dissolution of LIV Limited, an England domiciled company and subsidiary of Lincoln National (UK) PLC effective November 11, 2008. b. Dissolution of Lincoln Management Services Limited, an England domiciled company and subsidiary of Lincoln Financial Group PLC effective December 16, 2008. c. Dissolution of Lincoln General Insurance Co., Ltd., an England domiciled company and subsidiary of Lincoln National (UK) PLC effective December 16, 2008. d. Dissolution of Lincoln National Financial Holdings, LLC, a Delaware limited liability company and subsidiary of The Lincoln National Life Insurance Company effective December 31, 2008. e. As a result of the dissolution of Lincoln National Financial Holdings, LLC, Lincoln Reinsurance Company of South Carolina became a wholly-owned subsidiary of The Lincoln National Life Insurance Company effective December 31, 2008. f. Dissolution of Lincoln Financial and Insurance Services Corporation, a California corporation and subsidiary of The Lincoln National Life Insurance Company effective December 31, 2008. g. As a result of the dissolution of Lincoln Financial and Insurance

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Services Corporation, California Fringe Benefit and Insurance Marketing Corporation became a wholly-owned subsidiary of The Lincoln National Life Insurance Company effective December 31, 2008.

~~JANUARY 1, 2009-DECEMBER 31, 2009~~

~~JANUARY 2009 a. Purchase of Newton County Loan & Savings, FSB which became a wholly-owned subsidiary of Lincoln National Corporation effective January 15, 2009.~~

MAY 2009 a. Ownership of Lincoln Financial Media Company was transferred from Lincoln National Corporation to The Lincoln National Life Insurance Company effective May 7, 2009. b. Addition of Lincoln Financial Holdings, LLC II (a Delaware Limited Liability Company) as a wholly-owned subsidiary of The Lincoln National Life Insurance Company effective May 7, 2009. c. Addition of Lincoln Reinsurance Company of Vermont I (a Vermont Corporation) as a wholly owned subsidiary of Lincoln Financial Holdings, LLC II effective May 8, 2009.

JUNE 2009 a. Sale of Jefferson Standard Life Life Insurance Company, a North Carolina corporation and subsidiary of The Lincoln National Life Insurance Company to Unity Mutual Life Insurance Company effective June 12, 2009.