AAL VARIABLE LIFE ACCOUNT I
S-6/A, 1997-11-20
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As Filed with the Securities and Exchange Commission on  November 20, 1997
    

Registration No. 333-31011  811-0829

SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

FORM S-6/A

PRE-EFFECTIVE  AMENDMENT NO. 1 TO REGISTRATION  UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

AAL VARIABLE LIFE ACCOUNT I
(Exact name of trust)

AID ASSOCIATION FOR LUTHERANS
(Name of depositor)

4321 North Ballard Road
Appleton, Wisconsin  54919-0001

Name and complete address of agent for service of process:

WOODROW E. ENO, ESQ.
SECRETARY AND GENERAL COUNSEL
AID ASSOCIATION FOR LUTHERANS
4321 North Ballard Road
Appleton, WI  54919-0001

Copy to:

   
DIANE AMBLER, ESQ.
MAYER BROWN & PLATT
2000 Pennsylvania Avenue N. W.
Washington, D.C.  20006
(202) 463-2000
    


Approximate date of proposed public offering:
As soon as practicable after the effective date of this Registration Statement

Title and amount of  securities  being  registered  :  Variable  Universal  Life
Insurance Certificates

Pursuant to Rule 24f-2 of the  Investment  Company Act of 1940,  the  Registrant
elects to register an indefinite  number or amount of its  securities  under the
Securities Act of 1933

The Registrant hereby amends this Registration Statement on such dates as may be
necessary to delay its effective date until the Registrant  shall file a further
amendment  which  specifically  states that this  Registration  Statement  shall
thereafter  become  effective in accordance  with Section 8(a) of the Securities
Act of 1933 or until the  Registration  Statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a), may determine.





AAL Variable Life Account

Aid Association for Lutherans

Cross Reference to Items Required by form N-8B-2

N-8B-2 ITEM               CAPTION IN PROSPECTUS
1                         Cover Page,
2                         Inside Cover Page
3                         NA
4                         Distribution
5                         Investment Options
6                         NA
7                         Not Applicable
8                         Definitions
9                         Litigation
10
(a)                       NA
(b)                       NA
(c)                       Access to Certificate Value
(d)                       Access to Certificate Value, Investment Options
(e)                       Certificate Summary
(f)                       Investment Options, General Information
(g)                       General Information
(h)                       General Information
(i)                       Federal Tax Matters, General Information, Premiums,
                          Benefits, Charges, Cash Value, Access to
                          Certificate Values
11                        Investment Options
12                        NA
13
(a)                       Charges, Investment Options
(b)                       Charges
(c)                       Charges
(d)                       NA
(e)                       NA
(f)                       NA
(g)                       NA
14                        Certificate Summary, General Information,
15                        Premiums, How to Receive Service
16                        Premiums, Investment Options, Cash Value
17                        Access to Certificate Value, General Information
18
(a)                       Investment Options, Charges
(b)                       NA
(c)                       Investment Options
19                        General Information
20                        General Information
21                        Access to Certificate Values, How to Receive Service
22                        General Information, Benefits
23                        NA
24                        NA
25                        Investment Options
26                        NA
27                        Inside Cover
28                        General information
29                        Inside Cover




30 through 37             NA
38                        Certificate Summary
39                        Distribution
40                        NA
41                        Distribution
42                        NA
43                        NA
44                        Investment Options, Cash Value,
45                        NA
46                        Investment Options, Cash Value
47                        NA
48                        Cover page
49                        NA
50                        NA
51                        I
(a)                       Cover Page
(b)                       NA
(c)                       Investment Options
(d)                       NA
(e)                       NA
(f)                       Cash Value, General Information Certificate
                          Termination
(g)                       Premiums
(h)                       NA
(i)                       NA
(j)                       NA
52
(a)                       General Information, Investment Options
(b)                       NA
53                        Federal Tax Matters
54 through 58             NA
59                        Financial Statements





                                       AAL
                                    VARIABLE
                                    UNIVERSAL
                                      LIFE

                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                                   Offered by:
                          AID ASSOCIATION FOR LUTHERANS
                             4321 North Ballard Road
                         Appleton, Wisconsin 54919-0001
                                 (414) 734-5721

(AAL Logo)
AID ASSOCIATION FOR LUTHERANS

AAL's Variable Universal Life Provides You  With These Benefits

Death Benefit Protection

Flexible Premium Payment Options

A Variety of Investment Options for Your Cash Value

Death Benefit Guarantee Upon Payment of Death Benefit Guarantee Premium

AAL Variable Life Account I

AAL Variable Product Series Fund, Inc.

The AAL Variable Product Money Market Portfolio

The AAL Variable Product Bond Portfolio

The AAL Variable Product Balanced Portfolio

The AAL Variable Product Large Company Stock Portfolio

The AAL Variable Product Small Company Stock Portfolio

AAL VARIABLE UNIVERSAL LIFE

AAL VARIABLE UNIVERSAL LIFE FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Offered by:
AID ASSOCIATION FOR LUTHERANS
4321 North Ballard Road
Appleton, Wisconsin 54919-0001
(414) 734-5721




PROSPECTUS Dated , 1998

   
Aid Association for Lutherans  ("AAL") is offering the flexible premium variable
life insurance  Certificate (the "Certificate")  described in this Prospectus to
persons who are eligible for membership in AAL.  Membership is open to Lutherans
and their families.  AAL offers life,  disability income insurance and annuities
to its  members  and to  employees  of  AAL,  its  subsidiaries  and  affiliated
companies  who reside in  Wisconsin,  and  mutual  funds are  offered  through a
subsidiary,  AAL Capital Management Corporation.  All members are part of one of
over 9,600 local AAL branches  throughout  the United  States.  The  Certificate
provides life insurance benefits. You may choose from two death benefit options.
Under the Level Death Benefit  Option the death benefit is usually the Specified
Amount.  Under the Variable  Death Benefit the death benefit is usually equal to
the Specified Amount plus the Certificate's  Cash Value, which can vary. You can
also choose the timing and amounts of your premium  payments  and allocate  your
Cash Value among the underlying Subaccounts. You may use your Cash Value to keep
your  Certificate  in force,  or borrow a portion of it. You can also  surrender
your  Certificate  and  receive  the Cash Value less any  surrender  charges and
loans.
    

Your  Certificate's  Cash Value will vary with the investment  experience of the
underlying  funding options you choose.  Although  Certificate values will vary,
the Certificate can be guaranteed to stay in force through the Guaranteed  Death
Benefit Provision.

It may not be to your advantage to replace existing life insurance or supplement
existing variable life insurance with this Certificate.

Please read this prospectus carefully and retain it for future reference.

You should rely only on the information contained in this document.  AAL has not
authorized anyone to provide you with information that is different.

   
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION,  NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE  REFERENCE.  A PROSPECTUS
FOR THE PORTFOLIO OR PORTFOLIOS  BEING CONSIDERED MUST ACCOMPANY THIS PROSPECTUS
AND SHOULD BE READ IN CONJUNCTION HEREWITH.

THE PURPOSE OF THIS  VARIABLE  LIFE  INSURANCE  CERTIFICATE  IS TO PROVIDE  LIFE
INSURANCE PROTECTION FOR THE BENEFICIARY NAMED THEREIN.

NO CLAIM IS MADE THAT THIS VARIABLE  LIFE  INSURANCE  CERTIFICATE  IS IN ANY WAY
SIMILAR TO OR COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND.
    






TABLE OF CONTENTS

DEFINITIONS.....
CERTIFICATE SUMMARY
   
         INTRODUCTION
         WHAT IS AAL?
    
         WHAT IS THE PURPOSE OF THE CERTIFICATE?
         WHAT LIFE INSURANCE PROTECTION IS PROVIDED?
         WHAT PREMIUMS MAY I PAY?
         WHAT INVESTMENT OPTIONS DO I HAVE?
         WHAT IS THE CASH VALUE OF THE CERTIFICATE?
         WHAT CHARGES DO I PAY?
         HOW CAN I TAKE CASH OUT OF MY CERTIFICATE?
         HOW CAN MY CERTIFICATE TERMINATE?
BENEFITS
         DEATH BENEFIT
         INCREASING YOUR SPECIFIED AMOUNT
         DECREASING YOUR SPECIFIED AMOUNT
         CHANGING YOUR DEATH BENEFIT OPTION
         DEATH BENEFIT GUARANTEE
         MATURITY BENEFIT
         ADDITIONAL BENEFITS
PREMIUMS
         DEATH BENEFIT GUARANTEE PREMIUM
         FLEXIBILITY
         LIMITS
         NET PREMIUM & PREMIUM ALLOCATION
INVESTMENT OPTIONS
         FIXED ACCOUNT
         VARIABLE ACCOUNT
         INVESTMENT OBJECTIVES OF THE FUND PORTFOLIOS
         TRANSFERS
         REVIEW OF INVESTMENT STRATEGY
         VOTING PRIVILEGES
CASH VALUE
         FIXED ACCOUNT CASH VALUE
         VARIABLE ACCOUNT CASH VALUE
         WHAT AFFECTS CASH VALUE
         SURRENDER VALUE
CHARGES
         PERCENT OF PREMIUM CHARGE
         CASH VALUE CHARGES
         SURRENDER CHARGE
ACCESS TO CASH VALUE
         PARTIAL WITHDRAWALS
         LOANS
         SURRENDER
CERTIFICATE TERMINATION
         EARLY TERMINATION AND REINSTATEMENT
         DEATH, MATURITY, AND SURRENDER




   
PAYOUT OPTIONS
         SELECTION
         OPTION 1: INTEREST
         OPTION 2: A SELECTED AMOUNT OF INCOME

         OPTION 3: A SET PERIOD
         OPTION 4: LIFE PAYMENT
         OPTION 5: JOINT & SURVIVOR

HOW TO MAKE PAYMENTS AND RECEIVE SERVICE
         APPLYING FOR A CERTIFICATE
         TIMELY PROCESSING
         WRITTEN REQUESTS
         TELEPHONE TRANSACTIONS
         DEATH CLAIMS
GENERAL INFORMATION
         FREE LOOK
         ENTIRE CONTRACT
         STATEMENTS IN THE APPLICATION
         CHANGE OF CERTIFICATE
         INCONTESTABILITY
         MISSTATEMENT OF AGE OR SEX
         MAINTENANCE OF SOLVENCY
         BASIS OF COMPUTATIONS
         REPORTS TO OWNERS
         MEMBERSHIP
         OWNERSHIP
         BENEFICIARY
         COLLATERAL ASSIGNMENT
         RIGHTS RESERVED BY AAL
         DIRECTORS AND OFFICERS
FEDERAL TAX MATTERS
         VARIABLE ACCOUNT TAX STATUS
         LIFE INSURANCE QUALIFICATION
         PRE-DEATH DISTRIBUTIONS
         DIVERSIFICATION REQUIREMENTS
         OTHER CONSIDERATIONS
LITIGATION
DISTRIBUTION
ILLUSTRATIONS
         LEGAL AND ACTUARIAL MATTERS
         EXPERTS
    





DEFINITIONS

AAL: Aid Association for Lutherans,  a fraternal benefit society organized under
the laws of the State of  Wisconsin,  owned and operated for its members.  It is
the issuer of the Certificates.

AALCMC:  AAL  Capital  Management  Corporation,  an indirect  subsidiary  of Aid
Association for Lutherans and a registered broker-dealer. It serves as principal
underwriter of the Certificates.

AAL Representative: An AAL District Representative who is appropriately licensed
by state insurance department officials to sell the Certificates,  and is also a
licensed Registered Representative of AALCMC.

Accumulation  Unit: A unit of measure  used to calculate  the Cash Value in each
Subaccount of the Variable  Account.  A further  description is contained in the
Section "Cash Value",  specifically the subsection  "Variable Account",  of this
Prospectus.

Accumulation  Unit Value: On any Valuation  Date, the value of the  Accumulation
Unit of each  Subaccount  of the  Variable  Account.  A further  description  is
contained in the Section "Cash Value",  specifically  the  subsection  "Variable
Account", of this Prospectus.

Age: The Issue Age of the insured plus the number of Certificate Years elapsed.

Beneficiary:  The person(s) named by the Certificate  Owner to receive the death
proceeds under the Certificate. A beneficiary need not be a natural person.

Cash Value: The total value of the Certificate. Cash Value equals the sum of the
Subaccount cash values plus Fixed Account cash value.

Certificate: The flexible premium variable life insurance Certificate offered by
AAL and described in this prospectus.

Certificate  Anniversary:   The  same  date  in  each  succeeding  year  as  the
Certificate Issue Date.

Certificate  Year: The 12-month period following the Issue Date or a Certificate
Anniversary.  The  Certificate  Year is always based upon the time elapsed since
the Issue Date.

Death Benefit: The amount paid upon the death of the Insured.

Death  Benefit  Option:  Either of the two methods used to  determine  the Death
Benefit.

Death Benefit  Guarantee:  A Certificate  provision  that  guarantees  insurance
coverage if you meet certain conditions.

   
Death Benefit  Guarantee  Premium:  The minimum monthly premium required to keep
your  particular  Certificate's  Death  Benefit  Guarantee in effect.  Different
combinations of age, sex, risk class,  specified amount and additional  benefits
will result in different Death Benefit  Guarantee  Premiums.  Your Death Benefit
Guarantee  Premium  is listed on page 3A of your  Certificate  and it is further
described in the Section "PREMIUMS" of this Prospectus.
    




Fixed Account: A Cash Value  accumulation  option that credits an interest rate.
The Fixed Account is part of AAL's general account,  which includes all of AAL's
assets other than those in any AAL separate account.

Fund:  AAL Variable  Product Series Fund,  Inc.,  which is described in the Fund
Prospectus accompanying this Prospectus.

Home Office: AAL's office at 4321 Ballard Road, Appleton,  Wisconsin 54919-0001,
or such other place as AAL shall specify in a notice to the Certificate Owner.

Insured: The person on whose life the Certificate is issued.

Internal Revenue Code:  The Internal Revenue Code of 1986, as amended.

Issue Age:  The age of the  insured as of his or her last  birthday on or before
the issue date.

Issue Date: The date insurance coverage begins under this Certificate.

Monthly  Deduction  Date: The date each month on which monthly charges are taken
from Cash  Value.  It occurs  each month on the nearest  Valuation  Date,  on or
preceding  the day of the  month  which  corresponds  to the day of the month on
which the  Certificate  was issued.  A further  description  is contained in the
"Charges" Section of this Prospectus.

Net Asset  Value:  The unit of  valuation  for a Fund  portfolio as computed and
described in such Fund's prospectus.

Specified  Amount:  Initially,  the  amount  of life  insurance  for  which  the
Certificate was issued.  The Specified Amount of your Certificate may change, as
described  in your  Certificate.  This is further  described  in the  "Benefits"
Section of this Prospectus.

Subaccount:  A subdivision  of the Variable  Account.  Each  Subaccount  invests
exclusively  in the shares of a  corresponding  portfolio  of the Fund.  This is
further  described in the  "Investment  Options"  Section,  specifically  in the
Variable Account" subsection.

Surrender  Value:   Cash  Value  less  any  applicable   surrender  charges  and
outstanding loan balances.

   
Valuation  Date: Any day upon which both the New York Stock Exchange is open for
regular trading and AAL is open for business.  The Exchange is regularly  closed
on  Saturdays  and Sundays and on New Year's Day,  the third Monday in February,
Good Friday, the last Monday in May,  Independence Day, Labor Day,  Thanksgiving
and  Christmas.  If one of these  holidays  falls on a Saturday  or Sunday,  the
Exchange will be closed on the preceding  Friday or the  following  Monday.  AAL
will  also be  closed  on the  Friday  after  Thanksgiving  and  the day  before
Christmas.  When the  markets are  trading on days when the  portfolios  are not
priced, a subaccount's value may change on a day when Certificate Owners may not
be able to access their Certificate's Cash Value.
    

Valuation  Period:  The period of time from the end of one Valuation Date to the
end of the next Valuation Date.
Variable  Account:  The AAL Variable Life Account I. It is a separate account of
AAL.

Written  Request:  A written request or notice signed by the Certificate  Owner,
received in good order by AAL at its Home Office.

You, Your: The Owner of the Certificate.





CERTIFICATE SUMMARY

INTRODUCTION

As you read this prospectus,  keep in mind that you are considering the purchase
of a life insurance  contract.  Because a substantial  part of your premium pays
for life insurance,  you should not buy this Certificate unless a primary reason
for your  purchase is to provide  life  insurance  protection.  Since it is cash
value life insurance with investment  aspects,  the Certificate can also serve a
second purpose. In addition to providing life insurance coverage,  cash may also
be available for use during your lifetime. Because it is variable universal life
insurance,  it has  significant  investment  aspects  that  require  you to make
investment  decisions  and take  investment  risk.  No  claim  is made  that the
Certificate is in any way similar or comparable to a systematic  investment plan
of a mutual fund. This section provides only an overview of the more significant
provisions of the Certificate. It omits details that are provided in the rest of
this  Prospectus.  The Table of Contents  will help you locate  more  details or
other specific topics.

WHAT IS AAL?

AAL (Aid  Association for Lutherans) was organized on November 24, 1902. It is a
fraternal  benefit  society under  Internal  Revenue Code section  501(c)(8) and
incorporated under the laws of the state of Wisconsin.  As of December 31, 1997,
AAL had  approximately  1.7 million members and is the world's largest fraternal
benefit  society in terms of assets  (over $--  billion)  and life  insurance in
force ($--- billion),  ranking it in the top two percent of all life insurers in
the United States in terms of ordinary life insurance in force.

WHAT IS THE PURPOSE OF THE CERTIFICATE?

This  Certificate  provides life insurance  protection on the Insured as long as
the Certificate is in effect.  It also may provide cash available for use during
your lifetime.

Like  traditional   life  insurance,   the  Certificate  has  a  death  benefit,
accumulates  a cash  value and  offers  loan and  surrender  privileges.  Unlike
traditional  life  insurance,  the Certificate  offers  flexible  premiums and a
choice of investment  alternatives,  including the opportunity to participate in
the risks and returns of equities.

Your choice of premiums, investment options, and your use of withdrawal and loan
privileges will be key factors in the Certificate's performance. The choices you
make directly impact how long the  Certificate  remains in effect and the amount
of cash available for use.

WHAT LIFE INSURANCE PROTECTION IS PROVIDED?

You choose  one of two Death  Benefit  Options.  Under the Level  Death  Benefit
option the death  benefit is usually the  Specified  Amount.  Under the Variable
Death Benefit option the death benefit is usually equal to the Specified  Amount
plus the Certificate's Cash Value which can vary according to gains or losses as
a result of the investment options selected.

If your Cash Value builds to a large total  compared to your  Specified  Amount,
your death  benefit  will be  increased  as necessary to comply with federal tax
law.  This is  required  to  maintain  your  Certificate's  tax  status  as life
insurance.




   
Your  Certificate  is  guaranteed to stay in effect as long as the Death Benefit
Guarantee is in effect.  This  guarantee is available  until age 65 or your 10th
Certificate  anniversary,  if later,  provided you pay certain  minimum  premium
amounts.
    

You may change  Death  Benefit  Options,  and  increase or  decrease  your Death
Benefit by changing your Specified Amount, as provided for in your Certificate.

Additional  benefits are also available.  They include Accidental Death Benefit,
Disability  Waiver,  Guaranteed  Purchase Option, and Applicant Waiver. See your
Certificate for details.

WHAT PREMIUMS MAY I PAY?

You choose when and how much premium to pay,  within  certain  restrictions.  To
keep your  Certificate in effect during the first four (4) years, you should pay
at least the Death Benefit Guarantee Premium. Your Certificate will likely lapse
if you fail to pay at least these premiums.

If you want to make regular payments, AAL will send you billing statements of an
amount you select.  You can choose  monthly,  quarterly,  semi-annual  or annual
payments.

To keep your Death  Benefit  Guarantee,  your total  premiums  paid less partial
withdrawals must equal or exceed the total Death Benefit Guarantee Premiums plus
any outstanding loan balance.  AAL recommends you pay at least the Death Benefit
Guarantee  Premiums to adequately fund your  Certificate.  Paying these premiums
guarantees  that your  Certificate  will not lapse until age 65, or for 10 years
from issuance if longer.

The amount of premiums paid may effect the tax status of your  Certificate.  The
Internal  Revenue  Code's  definition  of life  insurance  limits  the amount of
premium you may pay.

WHAT INVESTMENT OPTIONS DO I HAVE?

You choose where to allocate your premiums among the Variable  Accounts  (called
"Subaccounts") and the Fixed Account.

Premiums you allocate to the Fixed Account are credited to your Fixed  Account's
Cash  Value.  Cash  Value in the Fixed  Account  accumulates  at a fixed rate of
interest as declared by AAL. This rate is guaranteed  never to be lower than 4%.
The Fixed  Account  is a part of AAL's  general  account.  The  general  account
includes  all  of  AAL's  assets  other  than  those  in our  separate  accounts
(including the Variable Account).

Each Subaccount  invests in a portfolio of a mutual fund. The current portfolios
are Money Market,  Bond, Large Company Stock, Small Company Stock, and Balanced.
Each  portfolio has a different  investment  strategy.  Premiums  allocated to a
Subaccount will increase that  Subaccount's  Cash Value.  Each Subaccount's cash
value will accumulate  based on the investment  experience of that  Subaccount's
portfolio.

You may  transfer the Cash Value among the  Subaccounts  and Fixed  Account,  as
specified in the Certificate. This allows you to adjust your investment strategy
at any time.




WHAT IS THE CASH VALUE OF THE CERTIFICATE?

The total Cash  Value at any time is equal to the sum of the Cash  Values in the
Subaccounts and the Fixed Account.

Premiums increase Cash Value. Charges and cash you withdraw from the Certificate
decrease Cash Value. The investment  experience of the  Subaccount(s) you select
also affects your  Certificate's Cash Value as does the interest credited to the
Fixed  Account.  Investment  gains,  if any,  increase  Cash  Value,  while  any
investment losses decrease Cash Value.

Your  decisions  on the  premiums  to pay,  the  accounts  to invest in, and the
amounts  you  withdraw  from  the  Certificate  have  a  great  impact  on  your
Certificate's Cash Value.

Important Note: The primary purpose for paying enough premium to build your Cash
Value is to cover  increasing  Cost of Insurance  rates as you (the Insured) get
older.  Unless  you build  your Cash  Value  over  time,  you will need to cover
increasing  costs with higher  premiums.  Your Cash Value also  depends upon the
investment  experience of the Subaccount(s) in which your Cash Value is invested
and,  if this  experience  is low or  negative,  you may also need to pay higher
premiums.

WHAT CHARGES DO I PAY?

Charges are  necessary to pay for the  insurance  coverage  provided,  cover the
expenses  of  issuing  and  administering  the  Certificate,  and to fund  AAL's
fraternal activities. Charges are:

Cost of Insurance  Charge - A monthly charge for life insurance  coverage.  This
charge varies by risk class, sex, amount at risk, and age.

   
Mortality  and Expense  Risk  Charge - Monthly  charges  are  deducted  from the
Subaccounts  of the Variable  Account to pay for the mortality and expense risks
borne by AAL. Currently,  during the first 15 years the monthly charge is .0625%
(approximately  .75% annually) of the total  Subaccount cash value.  This charge
drops to .02083%  (approximately  .25%  annually) of the total  Subaccount  Cash
Value in Certificate Year 16.
    

Administrative   Charge  -  A  monthly   charge  of  $4  is  deducted  to  cover
administrative costs.

Issue  Charge - A monthly  charge to cover issue costs is deducted for the first
36 months. This charge will vary by age, risk class, sex and Specified Amount.

Percent  of Premium  Charge - A charge of 3 % of each  premium is taken to cover
sales and other expenses and provide support for AAL's fraternal activities.

Additional Insurance Benefits Charge - A charge will be taken each month for any
additional insurance benefits you have.

   
Surrender  Charge - If you choose to surrender  your  Certificate or reduce your
Specified Amount,  AAL will reduce your Cash Value by the surrender charge.  The
charge  decreases  over  the  first  10  Certificate  years  to zero in the 11th
Certificate  Year. A new surrender  charge  schedule  begins for the increase in
Specified Amount each time you increase your Specified Amount.

Portfolio  Expense The  expenses for each of the  Portfolios  are limited to the
respective maximum advisory fees, currently .35% of the average annual daily net
assets.  Without this limitation through reimbursement by the adviser, which can
be changed or stopped with 30 days notice,  the expenses for the year ended 1996
would have  been:  Money  Market  Portfolio  - 0.65%,  Bond  Portfolio  - 0.68%,
Balanced  Portfolio - 0.60%,  Large Company Stock  Portfolio - 0.63%,  and Small
Company Stock Portfolio - 0.75%.
    




HOW CAN I TAKE CASH OUT OF MY CERTIFICATE?

You can  choose to take  cash out of the  Certificate  through  a loan,  partial
withdrawal, or full surrender.

You may take one partial  withdrawal per Certificate year at no charge. You will
be charged $25 for each additional withdrawal.  A partial withdrawal will reduce
your Cash Value and may reduce your  Specified  Amount.  It will also reduce the
amount of premiums considered "paid" to meet the Death Benefit Guarantee premium
requirement.

You make take up to 92% of your Cash Value out as a loan. You will be charged 8%
per annum on the loan balance until you reach your 15th Certificate anniversary.
Thereafter the rate will drop to 7 1/4% per annum.

Cash Value  securing a loan may earn a lower interest rate than other Cash Value
in the Fixed Account. AAL will determine the rates earned.

If you  surrender  your  Certificate,  you will  receive the Cash Value less any
surrender charge and outstanding loans.

Both partial  withdrawals  and loans will reduce the Cash Value available to pay
your insurance costs. You should carefully  consider the impact on the insurance
your  Certificate  will be  able  to  provide,  now  and in the  future,  before
exercising these privileges.

These  privileges  can be a major  advantage of this  Certificate.  When you pay
enough premiums, the power of tax-deferred  earnings,  with favorable investment
experience,  can build significant Cash Value. Under these  circumstances,  some
Cash Value will be available for your use, in addition to paying your  insurance
costs.

HOW CAN MY CERTIFICATE TERMINATE?

   
Without the Death Benefit  Guarantee,  this Certificate  will terminate  (lapse)
when there is not enough Cash Value to pay the monthly charges. If this happens,
you have a short  period  to pay  enough  premiums  to keep the  Certificate  in
effect. Your Certificate will not terminate while the Death Benefit Guarantee is
in effect.
    

Your  Certificate  will terminate when the Insured dies and the death benefit is
paid.

Your  Certificate  will  terminate if you  surrender  your  Certificate  for its
surrender value (Cash Value less loans and surrender charges).

Your  Certificate  will  terminate  if you reach age 100.  At that time the Cash
Value less any loans, will be paid to you.

There may be tax consequences when money is received from a Certificate.  Please
consult with your tax advisor.




BENEFITS

DEATH BENEFIT

The death  benefit is the amount  payable upon the death of the Insured.  At the
time of purchase,  you must choose between two available Death Benefit  Options.
The amount  payable under either option will be determined as of the date of the
Insured's  death.  Loans plus unpaid  interest  always  reduce the death benefit
paid.

Suicide Exclusion

If the Insured  commits  suicide  within one year of the issue date AAL will not
pay a death  benefit but will return all premiums  paid.  The one year period in
the Suicide Exclusion  provision will apply at issue and to each increase in the
Specified  Amount  beginning on the effective  date of each  increase.  The only
amount  payable  attributable  to the  increase  will be a refund of the monthly
deductions for the increase.

Level Death Benefit - Option 1

The death benefit under this option is the greater of the Specified  Amount,  or
the death benefit factor  multiplied by Cash Value.  The death benefit factor is
2.5 through age 40 and decreases yearly to 1 at age 95. The death benefit factor
helps to qualify your  Certificate  as life  insurance  under federal tax law. A
table of death benefit factors is contained in your Certificate.

   
Option 1 generally provides a level Death Benefit. Choose Death Benefit Option 1
if: 1) you do not expect your insurance needs to generally increase;  and 2) you
wish to minimize your  insurance  costs.  All other things being equal, Option 1
will provide greater growth in Cash Value than Option 2.
    

Variable  Death Benefit - Option 2

The death benefit will be the greater of the Specified Amount plus Cash Value or
the death benefit factor (described above) multiplied by Cash Value.

   
Option 2 provides a death  benefit  that  varies  over time.  It  increases  and
decreases  along with your Cash Value.  Choose Death Benefit Option 2 if: 1) you
expect your  insurance  needs  to increase; or 2) you wish to have an increasing
death benefit. Option 2 will provide a greater death benefit than Option 1.
    

INCREASING YOUR SPECIFIED AMOUNT

   
You have the right to increase the Specified Amount at any time on or before the
certificate  anniversary following the insured's 80th birthday if the insured is
insurable for the increase under AAL's underwriting guidelines and policies.
    

An increase must be at least $10,000. Proof of insurability may be required and,
if you are not the Insured, proof of insurable interest may also be required.

When an increase is approved,  it becomes  effective as of the date shown on the
new page 3A that is sent to you.

   
The cost of insurance rates charged for each increase will vary based on factors
such as sex, risk class, age and the time elapsed since issue.
    

Each increase will be subject to AAL's expense  charges in effect at the time of
increase.  The expense  charges for each increase will be based on the insured's
age on the last certificate anniversary and sex at the time of increase and will
apply  for the  number  of  months  shown  on the new  page  3A.1.  A new set of
surrender  charges will apply to each  increase in the Specified  Amount.  These
charges will all be shown on the new page 3A.1.




DECREASING YOUR SPECIFIED AMOUNT

You have the right to decrease the Specified  Amount after it has been in effect
for one year.  The  Specified  Amount  remaining  in effect  cannot be less than
$10,000.

   
The  decrease  will be  effective  as of the date the request is received at the
Home Office.  The decrease will be subtracted first from any previous  increases
in the Specified Amount,  starting with the most recent,  then from the original
specified amount.
    

A surrender  charge will be subtracted from the Cash Value if a surrender charge
is in effect for that part of the  Specified  Amount  decreased.  The  surrender
charges are shown on the Table of Surrender  Charges in the  Certificate on page
3A.1.

CHANGING YOUR DEATH BENEFIT OPTION

You may  change  your Death  Benefit  Option at any time.  A $25 charge  will be
applied to your Cash Value for each Death Benefit Option Change.

   
If you apply to change from the Level Death Benefit option to the Variable Death
Benefit  option,  AAL may require proof of  insurability  from you.  Also,  your
Specified Amount of insurance  decreases so your death benefit immediately after
the change will be the same as immediately  before the change. The change is not
allowed if it reduces your Specified Amount below $10,000.

If you change from the Variable  Death Benefit option to the Level Death Benefit
option your Specified Amount increases. The increase is determined so your Death
Benefit  immediately after the change will be the same as immediately before the
change.
    

DEATH BENEFIT GUARANTEE

   
The Death  Benefit  Guarantee,  as long as it is in  effect,  assures  that your
coverage will continue even if the Cash Value is insufficient to pay the current
monthly deductions.  To keep the Death Benefit Guarantee in effect you must meet
the test  described  below.  Basically,  the test  requires you to pay a minimum
amount of premiums,  and the insured to be under age 65 (or the  Certificate has
been in effect not more than 10 years).
    




AAL will test the Death  Benefit  Guarantee  on each monthly  deduction  date as
follows:

1) the sum of all premiums paid (less any partial  withdrawals)  must be greater
than or equal to the Death Benefit  Guarantee  Premium (see next page) times the
number of months since the Certificate  Issue Date,  plus any outstanding  loan,
and

   
2) the  Insured's age is less than 65 or the  Certificate  has been in effect no
more than 10 years.

If part 1) of the test is not met,  AAL will  notify the  Certificate  Owner and
allow  two  months  to  pay  enough  premium  or  loan  repayment  to  meet  the
requirements  of the  test.  If you do not  pay  the  required  premium  or loan
repayment, the Death Benefit Guarantee will end, and can not be reinstated.
    

Changes in the Specified  Amount and optional  benefits on the Certificate  will
change the Death Benefit  Guarantee  Premium.  The new Death  Benefit  Guarantee
Premium is required from the first monthly deduction date following the change.

MATURITY BENEFIT

   
Upon the Insured's  attaining age 100, the  Certificate  will provide a maturity
benefit equal the Cash Value less any loans.
    

ADDITIONAL BENEFITS

Several  additional  benefits are available on most  Certificates.  They include
Accidental Death Benefit,  Disability  Waiver,  Guaranteed  Purchase Option, and
Applicant Waiver. See your Certificate for details.

PREMIUMS

DEATH BENEFIT GUARANTEE PREMIUM

   
The Death Benefit Guarantee Premium is the minimum premium,  on a monthly basis,
that is  required to keep your Death  Benefit  Guarantee  in effect.  Your Death
Benefit
    
Guarantee Premium is equal to:

1)    a factor, based on age, sex, and risk class, multiplied by your Specified
      Amount divided by 1,000; plus
2) the monthly  administrative charge of $4; plus 3) a required premium for each
additional benefit you choose.

Your  particular  Death Benefit  Guarantee  Premium is listed on page 3A of your
Certificate.

You may choose to pay on a different  basis than monthly or to pay lump sums. In
these  cases,  premiums  paid in excess of the  current  month's  Death  Benefit
Guarantee  Premium will be counted toward future Death Benefit Guarantee Premium
requirements.




FLEXIBILITY

You choose when and how much premium to pay,  within certain  restrictions.  You
need to pay at least the Death Benefit Guarantee Premium for four years, without
taking any loans or partial  withdrawals,  to keep your  Certificate  in effect.
Failure to pay this Premium will likely result in the lapse of your Certificate.
After that time you may be able to pay less and keep your Certificate in effect.
However,  if you do pay less, you will lose the Death Benefit  Guarantee and you
run a  greater  risk  that your  Cash  Value  will not grow  enough to keep your
Certificate in effect.

Planned  periodic  premiums are those you choose to pay on a regular basis.  AAL
will  send you  billing  statements  of an amount  you  select.  You can  choose
quarterly,  semi-annual or annual statements.  Pre-authorized  automatic monthly
check payments may also be arranged.

You may make  payments in addition to planned  periodic  premiums.  You also may
choose a new planned periodic premium. AAL recommends you pay at least the Death
Benefit Guarantee premiums to adequately fund your Certificate.

LIMITS

AAL reserves the right to:

- -Limit any increase in planned periodic premiums.

- -Limit the  number  and  amount of  payments  in  addition  to planned  periodic
payments.

- -Refuse any premium if the payment  would  increase the  difference  between the
Death Benefit and the Cash Value.

The Internal  Revenue Code excludes  life  insurance  death  benefits from gross
income.  To qualify for this exclusion,  federal tax law limits the premiums you
may pay.  AAL will return the portion of any  premium  payment  that causes this
limit to be exceeded.

   
In the event of a reduction in the Specified Amount, if either the total premium
payments  already made or the Cash Value exceeds the applicable  limit stated in
the Internal  Revenue Code regarding the definition of life insurance,  AAL will
refund any excess  premiums  or Cash Value  necessary  to comply  with the limit
stated in the Internal Revenue Code.
    

NET PREMIUM & PREMIUM ALLOCATION

Net  premiums  equal the  premiums  you pay less the 3% of premium  charge.  You
   
decide how to  allocate  your net  premiums  among the  available  accounts.  At
purchase, you select a percentage for each account that will be used to allocate
each net premium..  The percentages must be whole numbers,  and add to 100%. You
may change your allocation percentages at any time.

Your  initial  premium  will be  allocated to the accounts you choose (or to the
Money Market Account as discussed  below) at the time the Certificate is issued.
AAL will issue  your  Certificate  according  to AAL's  standard  administrative
procedures  and once all  underwriting  and other  requirements  are met.  AAL's
standard  administrative  procedure  is to issue  new  Certificates  which  meet
underwriting and other requirements on the 29th - 31st of any month on the first
Valuation  Date  in the  following  month  Certificates  are  issued  only  on a
Valuation  Date from the 1st through the 28th of any month.  Premiums paid after
issue are allocated  according to the premium  allocation  percentages  you have
chosen.  This  allocation  occurs  at the  end of the day if AAL  receives  your
premium payment before the close of the New York Stock Exchange ("NYSE"),  which
is usually 3:00 P.M.  Central  Time,  and that day is a Valuation  Date. If your
payment  is  received  on a  non-Valuation  Date or after the NYSE  closes,  the
allocation  occurs as of the end of the next  Valuation  Date. See definition of
"Valuation Date" on page --.




In certain states,  a refund of premium or the greater of premium or accumulated
values is required if you exercise your free look privilege.  See "Free Look" in
the "General  Information  Section".  In these cases,  AAL reserves the right to
allocate  premiums to the Money Market  Subaccount  until the  expiration of the
"free look  period" plus an  additional  5 day period.  After that time AAL will
allocate  your  accumulated  premiums to the accounts  based on your net premium
allocation percentages.
    

INVESTMENT OPTIONS

You choose  where to  allocate  your net  premiums  among the Fixed  Account and
Subaccounts of the Variable Account.

FIXED ACCOUNT

The Fixed Account is a Cash Value  accumulation  option that credits an interest
rate. The Fixed Account is part of AAL's general account,  which includes all of
AAL's assets other than those in any AAL separate account.

   
Cash Values  allocated to the Fixed  Account are  combined  with all the general
assets of AAL and are  invested  in those  assets  chosen by AAL and  allowed by
applicable  law. Any premiums  allocated to the Fixed Account will be subject to
all fees and expenses associated with the Variable Account,  except for the Fund
annual expenses and the mortality and expense risk charge.
    

AAL will  quarterly  declare an  effective  annual  interest  rate for the Fixed
Account.

Interest is credited on each premium  allocated or accumulated value transferred
to the Fixed Account from the date of the  allocation  or transfer.  Interest is
credited daily.

Under the Fixed Account option,  the guaranteed minimum interest credited to the
Fixed Account will be at the effective  rate of 4% per year,  compounded  daily.
AAL may credit interest at a rate in excess of 4% per year; however,  AAL is not
obligated to do so. There is no specific formula for the determination of excess
interest.  Such excess  interest,  if any,  will be  determined  by AAL based on
numerous  factors.  Some of the factors  that AAL may  consider  in  determining
whether to credit  interest above 4% to amounts  allocated to the Fixed Account,
and the amount  thereof,  include,  but are not  limited  to,  general  economic
trends,   rates  of  return   currently   available  and  anticipated  on  AAL's
investments, regulatory and tax requirements and competitive factors.

ANY INTEREST  CREDITED TO AMOUNTS ALLOCATED TO THE FIXED ACCOUNT IN EXCESS OF 4%
PER YEAR WILL BE DETERMINED AT THE SOLE DISCRETION OF AAL. THE OWNER ASSUMES THE
RISK THAT  INTEREST  CREDITED TO FIXED  ACCOUNT  ALLOCATIONS  MAY NOT EXCEED THE
MINIMUM GUARANTEE OF 4% FOR ANY GIVEN YEAR.

Because of exemptive and exclusionary provisions, interests in the Fixed Account
have not been registered  under the Securities Act of 1933 ("1933 Act"), and the
Fixed  Account  has not been  registered  as an  investment  company  under  the
Investment  Company Act of 1940  ("1940  Act").  Accordingly,  neither the Fixed
Account nor any interests therein are generally subject to the provisions of the
1933 or 1940 Acts.  Disclosures regarding the Fixed Account option and the Fixed
Account,  however, may be subject to certain generally applicable  provisions of
the  federal  securities  laws  relating to the  accuracy  and  completeness  of
statements in prospectuses.

A lower rate of interest  may be  credited  to the portion of the Fixed  Account
securing a loan.




VARIABLE ACCOUNT

The Variable Account is AAL Variable Life Account I. It is a separate account of
AAL  established by the Board of Directors of AAL on May 8, 1997 pursuant to the
laws of the State of  Wisconsin.  The Variable  Account is  registered  with the
Securities and Exchange  Commission (the "SEC") as a unit investment trust under
the Investment Company Act of 1940. Such registration, however, does not involve
supervision by the SEC of the management or investment  policies or practices of
the Variable Account.

AAL owns the assets of the Variable  Account and keeps them  legally  segregated
from the  assets of the  general  account.  The assets of the  Variable  Account
shall,  at the time during the year that  adjustments  in the reserves are made,
have a value at least equal to the reserves and other contract  liabilities with
respect to the  Variable  Account  and, at all other  times,  shall have a value
approximately equal to or in excess of such reserves and liabilities. The assets
of the Variable Account shall not be chargeable with liabilities  arising out of
any other business AAL may conduct,  except to the extent that the assets of the
Variable  Account  exceed the reserves  and other  contract  liabilities  of the
Variable  Account  arising  under the  Certificates  supported  by the  Variable
Account.

Income, and gains and losses,  whether or not realized,  from the assets in each
Subaccount are credited to or charged against that Subaccount  without regard to
any of AAL's  other  income,  gains or  losses.  The value of the  assets in the
Variable Account is determined at the end of each Valuation Date.

The Variable Account currently  consists of five  Subaccounts,  which are: Money
Market,  Bond,  Large Company  Stock,  Small Company Stock,  and Balanced.  Each
Subaccount  invests in a  corresponding  portfolio of the AAL  Variable  Product
Series Fund, Inc. (a mutual fund - referred to below as the "Fund").  Additional
Portfolios may be added or substituted for the current Portfolios.

   
Net premiums  allocated to a  Subaccount,  and the  resulting  Cash Value,  will
accumulate based on the investment experience of that Subaccount's corresponding
Fund portfolio.
    

Each of these portfolios has a different investment objective.  No assurance may
be given that any portfolio will achieve its investment objective.

   
TheAAL Variable  Product  Series Fund,  Inc. (the
    
"Fund") is a Maryland corporation  registered with the SEC under the 1940 Act as
a diversified,  open-end investment company (commonly known as a "Mutual Fund").
This registration  does not involve  supervision by the SEC of the management or
investment practices or policies of the Fund.

Shares of the Fund are currently  offered to the AAL Variable  Annuity Account I
and to the Variable Account to fund benefits payable under the Certificates. The
Fund may, at a later date,  also offer its shares to other separate  accounts of
AAL or to a subsidiary or affiliated company of AAL. Shares of the Fund may also
be offered directly to AAL.

   
The Fund  currently  consists  of five  separate  Portfolios,  each with its own
investment  objectives,  investment  program,  policies  and  restrictions.  The
investment objectives of each Portfolio are described below. No assurance can be
given that each Portfolio of the Fund will achieve its investment objective.
    




INVESTMENT OBJECTIVES OF THE FUND PORTFOLIOS

The Money  Market  Portfolio:  seeks to provide  maximum  current  income to the
extent consistent with liquidity and a stable net asset value of $1.00 per share
by investing in a diversified portfolio of high quality, short-term money market
instruments.

The Bond Portfolio:  seeks to achieve  investment  results that  approximate the
total return of the Lehman Brothers Aggregate Bond Index by investing  primarily
in bonds and other debt  securities  included in the index.  This  objective  is
consistent  with a goal of maximizing  total return,  consistent with reasonable
risk. Investments are in bonds and other debt securities included in the Index.

The Large  Company Stock  Portfolio:  seeks to achieve  investment  results that
approximate  the  performance of the Standard & Poor's 500 Composite Stock Price
Index by investing primarily in common stocks included in the index.

The  Balanced  Portfolio:  seeks to  achieve  investment  results  that  reflect
investment in common stocks,  bonds and money market instruments,  each of which
will be selected  consistent  with the  investment  policies of the AAL Variable
Product Large Company Stock, Bond and Money Market Portfolios, respectively.

The Small  Company Stock  Portfolio:  seeks to achieve  investment  results that
approximate  the  performance  of the  Wilshire  Small Cap Index by investing in
common stocks included in the index.

Fund Expenses

   
AAL acts as  investment  adviser to the Fund.  For this  service,  AAL deducts a
daily  advisory  fee of .35%  per year of each  portfolio's  average  daily  net
assets.  Additional  portfolio expenses are currently reimbursed by AAL but this
reimbursement  may be  modified  or  canceled  at  any  time.  More  information
concerning these additional expenses is contained in the Fund Prospectus.
    

TRANSFERS

You may  transfer  the Cash Value  among the  Subaccounts  and Fixed  Account by
submitting  a written  request to AAL's Home  Office.  You may also  transfer by
telephone if you have completed the Telephone Transaction Authorization Form.

Any transfer  among the  Subaccounts  or to the Fixed Account will result in the
crediting and cancellation of Accumulation  Units based on the Accumulation Unit
values  determined  as of the  end of the  Valuation  Period  during  which  the
transfer  request is  received,  in good  order,  by AAL.  You should  carefully
consider current market conditions and each portfolio's  investment policies and
related risks before allocating money to the portfolios.

The total  amount of any  transfer  must be at least $500,  or it may be less as
long as you  transfer  the  entire  cash  value  from an  account.  Of the total
transfer being made, the amount transferred to any account must be at least $50.
Twelve  transfers  per  Certificate  Year may be made from  Subaccounts  without
charge.  AAL  reserves  the right to charge $25 for each  transfer  in excess of
twelve.

Only one transfer may be made from the Fixed Account in each  Certificate  Year.
The  transfer may not exceed the greater of $500 or 25% of the Cash Value in the
Fixed Account at the time of transfer. This transfer is not subject to charge.




REVIEW OF INVESTMENT STRATEGY

You should  periodically  review  the  allocation  of your Cash Value  among the
Subaccounts  and  Fixed  Account.   Consider  the  current  market   conditions,
investment  risks and objectives of the portfolios  and your own  objectives.  A
full  description of the  portfolio,  its  investment  objectives,  policies and
restrictions,  its  expenses,  risks  and  other  aspects  of its  operation  is
contained in the  accompanying  Prospectus for the Fund.  Read the  accompanying
Fund Prospectus carefully.

VOTING PRIVILEGES

To the extent  required  by law,  AAL will vote the  Portfolio  shares held in a
Subaccount  at  shareholder  meetings of the Fund,  if any, in  accordance  with
instructions  received from persons having voting interests in the corresponding
Subaccount of the Variable Account.  If, however, the 1940 Act or any regulation
thereunder  should be amended or if the present  interpretation  thereof  should
change,  and as a result AAL  determines  that it is  permitted to vote the Fund
shares in its own right, it may elect to do so.

The Owner will have the voting interest with respect to Fund shares attributable
to the Certificate

The number of votes which an Owner has the right to instruct  will be calculated
separately for each Subaccount. The number of votes that each Owner may instruct
will be determined by dividing a Certificate's Accumulated Value in a Subaccount
by the Net Asset  Value per share of the  corresponding  Portfolio  in which the
Subaccount  invests.  Fractional shares will be counted.  The number of votes of
the portfolio which the Owner has the right to instruct will be determined as of
the record  date  established  by the  portfolio  for  determining  shareholders
eligible  to  vote at the  meeting  of the  Fund.  Voting  instructions  will be
solicited by written  communications  prior to such meeting in  accordance  with
procedures established by the Fund.

Any portfolio shares held in the Variable Account for which AAL does not receive
timely  voting  instructions,  or which are not  attributable  to Owners will be
represented  at the meeting and voted by AAL in proportion  to the  instructions
received  from all Owners.  Any portfolio  shares held by AAL or its  affiliates
will be voted in proportion to the aggregate  votes of all  shareholders  in the
portfolio.  Each person  having a voting  interest in a Subaccount  will receive
proxy  materials,  reports  and  other  materials  relating  to the  appropriate
portfolio.

CASH VALUE

FIXED ACCOUNT CASH VALUE

The Fixed Account Cash Value reflects net premiums allocated to it, transfers to
or from the Subaccounts,  credited  interest,  and any deductions.  Each day the
Cash Value in the Fixed  Account will change based upon these  factors.  See the
Certificate for further detail.




VARIABLE ACCOUNT CASH VALUE

Number of Accumulation Units

The number of  Accumulation  Units for this  Certificate  in any  Subaccount may
increase  or  decrease  at the end of each  Valuation  Period  depending  on the
transactions  that occur in the  Subaccount  during the Valuation  Period.  When
transactions  occur, the actual dollar amounts of the transactions are converted
to Accumulation  Units. The number of Accumulation  Units for a transaction in a
Subaccount is determined by dividing the dollar amount of the transaction by the
Accumulation  Unit Value of the  Subaccount at the end of the  Valuation  Period
during which the transaction occurs.

The number of  Accumulation  Units in a Subaccount  increases when the following
transactions occur during the Valuation Period:

Net premiums are allocated to the Subaccount; or

Cash value is transferred to the Subaccount from another  Subaccount or from the
Fixed Account.

The number of  Accumulation  Units in a Subaccount  decreases when the following
transactions occur during the Valuation Period:

Cash Value is transferred  from the  Subaccount to another  Subaccount or to the
Fixed Account, including loan transfers;

Partial   withdrawals  and  partial   withdrawal  charges  are  taken  from  the
Subaccount; or

Monthly deductions or transfer charges are taken from the Subaccount.

A charge for a Death Benefit Option change is allocated to the Subaccount.

A charge for a Certificate change is allocated to the Subaccount.

Surrender Charges are allocated to the Subaccount.

Accumulation Unit Value

For each  Subaccount,  the  initial  Accumulation  Unit  Value  was set when the
Subaccount was established. The Accumulation Unit Value may increase or decrease
from one Valuation Period to the next.

The  Accumulation  Unit Value for a Subaccount for any Valuation Period is equal
to:

The net  asset  value  of the  corresponding  fund  portfolio  at the end of the
Valuation Period;

Plus the amount of any dividend,  capital gain or other distribution made by the
fund portfolio if the "ex-dividend" date occurs during the Valuation Period;

Plus or minus  any  cumulative  credit or charge  for  taxes  reserved  which is
determined by AAL to have resulted from the operation of the portfolio;

Divided by the total number of accumulation  units held in the Subaccount at the
end of the Valuation Period before any of the  transactions,  referred to in the
Number of Accumulation Units subsection above, have occurred.




WHAT AFFECTS CASH VALUE

The Cash  Value of your  Certificate,  at any one time,  is  determined  by: (a)
multiplying  the total number of  Accumulation  Units for each Subaccount by its
appropriate  current  Accumulation  Unit  Value;  (b)  if  you  have  elected  a
combination of Subaccounts,  totaling the resulting  values;  and (c) adding any
value in the Fixed Account.  While loans are not deducted from Cash Value, loans
do reduce the amount you would receive upon  surrender of your  Certificate  and
the amount  available  to pay  insurance  charges.  Loans also  accrue  interest
charges and may result in less interest credited to your Certificate.

Over the life of your  Certificate,  many factors determine its Cash Value. They
include:

- - premiums paid
- - the investment  experience of the Subaccounts - interest credited to the Fixed
Account - loans taken and loan repayments - partial  withdrawals taken - charges
and deductions taken

Because a  Certificate's  Cash Value is based on the variables  listed above, it
cannot be  predetermined.  Cash Value in the  Variable  Account  will largely be
determined  by  market  conditions  and  investment  experience  of  the  Fund's
portfolios  corresponding to the Subaccounts chosen by the Owner. The Owner will
bear all such risk.

The value of the Fixed Account is guaranteed as to principal and interest at 4%,
subject  to  the  charges  described  in  the  "Charges"  Section.  There  is no
guaranteed minimum Cash Value for the Variable Account.

SURRENDER VALUE

The Surrender  Value is the total amount you may withdraw from the Certificate .
It is equal to the Cash Value less any  Surrender  Charges  and any  outstanding
loan principal and accrued interest.

You will be advised at least  annually  as to the number of  Accumulation  Units
which are credited to the Certificate, the current Accumulation Unit Values, the
Variable  Account Cash Value,  the Fixed Account Cash Value,  the Cash Value and
the Surrender Value.

CHARGES

   
Charges are  necessary  to pay for the  insurance  provided,  cover the expenses
generated  by  issuing  and  administering  the  Certificate,  and to fund AAL's
fraternal  activities.  In addition to the charges described below, a $25 change
fee will be charged for all Certificate changes.
    

PERCENT OF PREMIUM CHARGE

A charge  of 3% of each  premium  payment  is taken to  cover  sales  and  other
expenses and provide support for AAL's fraternal activities.




CASH VALUE CHARGES

On each Monthly Deduction Date charges are deducted from your Cash Value.  These
include cost of insurance,  administrative and issue charges, mortality and risk
expense charges and charges for additional  benefits you may have selected.  (No
mortality and risk expense charges are deducted from the Fixed Account.)

The cost of insurance charge and additional  benefit charges vary by risk class,
amount at risk, Specified Amount and, in most states, sex. The cost of insurance
rates,  used  to  calculate  these  charges,  are  determined  by AAL  based  on
expectations as to future mortality and expense experience.  Any change in these
rates will be applied on a uniform basis to all insureds of the same risk class.
However,  AAL  cannot  use  cost of  insurance  rates  higher  than  the  annual
guaranteed  cost of insurance  rates shown in the  Certificate.  The  guaranteed
rates are no greater than certain of the 1980  Commissioners  Ordinary Mortality
Tables (and, where unisex cost of insurance rates apply, the 1980  Commissioners
Ordinary  Mortality Table B). These rates are based on the age and risk class of
the Insured.  They are also based on the sex of the Insured,  except that unisex
rates are used where  appropriate  under applicable laws. AAL charges rates that
are currently lower than the guaranteed rates, and may also charge current rates
in the future.

A monthly administrative charge of $4 is deducted to cover administrative costs.
This charge is for expenses such as premium billing and collection,  Certificate
value calculation, transaction confirmations and periodic reports.

The monthly  issue  expense  charge  covers issue costs.  It is deducted for the
first 36 months. This charge will vary by age, risk class, Specified Amount and,
in most states, sex.

   
Monthly  mortality  and expense  risk  charges are  deducted  from the  Variable
Account to pay for the  mortality  and expense risks borne by AAL. The mortality
risk assumed is that insureds, as a group, may live for a shorter period of time
than estimated and,  therefore,  the cost of insurance  charges specified in the
Certificate will be insufficient to meet actual claims. The expense risk assumed
is that other expenses  incurred in issuing and  administering  the Certificates
and operating the Separate Account will be greater than the charges assessed for
such expenses.  AAL will realize a gain from this charge to the extent it is not
needed to provide mortality  benefits and expenses under the  Certificates,  and
will  realize a loss to the  extent the charge is not  sufficient.  The  Monthly
Mortality  and  Expense  Risk  Charge  is  guaranteed   never  to  exceed  .075%
(approximately  .9% annually).  The charge is applied to the total cash value in
the  Subaccounts  on each  Monthly  Deduction  Date.  In  addition,  the Monthly
Mortality and Expense Risk Charge on  Certificates  from their 15th  Certificate
Anniversary,  and  beyond,  is  guaranteed  at any time to be at  least  .04166%
percent  (approximately  .5% annually) less than the rate in effect at that time
for Certificates which have not reached their 15th Certificate Anniversary.  The
current charges in effect are as follows:  During the first 15 years the monthly
charge is .0625%  (approximately  .75%  annually) of the total  Subaccount  Cash
Value. This charge drops to .02083%  (approximately  .25% annually) of the total
Subaccount Cash Value in Certificate  Year 16.

The Monthly  Deduction is deducted from each account on a basis  proportional to
the Cash Value in that account. For Subaccounts, this is accomplished by selling
Accumulation Units and withdrawing their value from that account.  For the Fixed
Account  the Cash  Value is  reduced by the Fixed  Account's  proportion  of the
Monthly Deduction.
    

The Monthly Deduction is made as of the same day each month,  beginning with the
Issue  Date,  if that day of the month is a Valuation  Date.  If that day of the
month does not fall on a  Valuation  Date,  the  deduction  date is the  nearest
previous Valuation Date.




SURRENDER CHARGE

If you choose to surrender your Certificate or reduce your Specified Amount, AAL
will  reduce the Cash Value by the  surrender  charge  assessed  proportionately
against the amounts you have invested in each of your selected  Subaccounts  and
the Fixed Account. This charge is imposed as a deferred sales and administrative
charge.   It  covers  expenses   associated  with   underwriting,   issuing  and
distributing the Certificate.

   
The initial  surrender  charge is based on an amount per  thousand of  Specified
Amount for which the  Certificate is issued.  The amount per thousand  varies by
sex, risk class, and Issue Age. Your actual surrender charges are listed on page
3A1 of your  Certificate.  The initial surrender charge is level for the first 3
years and,  thereafter,  it declines by 1/8th of the initial amount  annually so
that,  beginning in the 11th year after the Issue Date (assuming no increases in
Specified Amount) the surrender charge will be zero.

If you increase your  Certificate's  Specified Amount, a new surrender charge is
applicable,  in addition to the  existing  surrender  charge.  It is based on an
amount per thousand of the Specified  Amount  increase.  The amount per thousand
varies by sex,  risk class,  and age at time of increase.  The actual  surrender
charges for the increased  Specified  Amount will be listed on a new page 3A1 of
your Certificate,  which will be mailed to you at the time of the increase.  The
new  surrender  charge is level for the first 3 years  after the  increase  and,
thereafter,  it  declines  by  1/8th of the  initial  amount  annually  so that,
beginning  in the 11th year after the  increase  date  (assuming  no  additional
increases in Specified Amount) the surrender charge will be zero.

If you decrease the  Specified  Amount while the  surrender  charge  applies,  a
portion  of the  surrender  charge  will  be  assessed.  The  decrease  will  be
subtracted first from any previous  increase in the Specified  Amount,  starting
with the most recent,  then from the original  Specified Amount.  The portion of
the charge assessed will be proportional to the amount of the decrease, based on
the  surrender  charges  for the  Specified  Amount  from which the  decrease is
subtracted.
    

ACCESS TO CASH VALUE

PARTIAL WITHDRAWALS

   
You may take one  partial  withdrawal  of your Cash Value per year at no charge.
$25 is charged for each  additional  withdrawal  during a Certificate  Year. The
amount of a partial withdrawal may not exceed the Surrender Value on the date of
the request.  It is implemented by either the redemption of  Accumulation  Units
and/or  reduction in the Fixed Account balance.  The partial  withdrawal will be
taken from the  Subaccounts  and Fixed  Account  according to the ratio that the
cash value in the  Subaccount or Fixed Account of the  Certificate  bears to the
total Cash Value of the  Certificate at the time of the partial  withdrawal;  or
according to any other  administrative  option which you choose and is available
at the time of the partial withdrawal.
    

For a Certificate with the Level Death Benefit Option:

A partial  withdrawal  will  reduce  your Cash Value,  Specified  Amount,  Death
Benefit,  and the amount of premiums  considered  paid to meet the Death Benefit
Guarantee  premium  requirement.  If the Death Benefit is equal to the Specified
Amount at the time of the partial withdrawal, the amount of the reduction in the
Death  Benefit  will be equal to the amount of the  partial  withdrawal.  If the
Death Benefit is greater than the  Specified  Amount,  (a) the Specified  Amount
will be reduced by the amount (if any) by which the  withdrawal  amount  exceeds
the difference  between the Death Benefit and the Specified Amount,  (b) the new
Death  Benefit  will be based on the  Death  Benefit  factor,  Cash  Value,  and
Specified Amount after the reduction.

The Specified Amount  remaining in effect after a partial  withdrawal may not be
less than $10,000.  Any request for a partial  withdrawal  that would reduce the
Specified Amount below this amount will not be granted.

For a Certificate with the Variable  Death Benefit Option:

A partial  withdrawal will reduce the Cash Value and Death Benefit by the amount
of the withdrawal, but will not reduce the Specified Amount.




LOANS

   
You make borrow up to 92% of your Cash Value using your  Certificate as security
for a loan.  Interest  will accrue on an annual  basis at 8% on the loan balance
until you reach your 15th Certificate anniversary. Thereafter the rate will drop
to 7 1/4% per  annum.  The loan  will be taken  from the  Subaccounts  and Fixed
Account  according to the ratio that the Cash Value in the  Subaccount  or Fixed
Account of the  Certificate  bears to the total Cash Value of the Certificate at
the time of the loan; or according to any other administrative  option which you
choose and is available at the time of the loan.
    

A lower  interest  rate may be credited to the portion of the Fixed Account Cash
Value that equals the amount of the total  outstanding  loan. AAL will determine
the rate credited. In no case will the rate credited be less than 4% annually.

The amount of loan allocated to each  Subaccount  will be transferred  from that
account to the Fixed Account as security for the loan.  Each month, if the total
loan  (principal  plus accrued  interest)  exceeds the total Fixed  Account Cash
Value, the difference will be transferred from the Variable Account to the Fixed
Account as security for the loan.

You may repay all or part of your loan at any time while your  Certificate is in
force.  Unless you indicate otherwise to AAL, all payments will be assumed to be
premium payments.  Upon your request,  AAL will set up a loan repayment schedule
for you.

If you  surrender  your  Certificate,  you will  receive the Cash Value less any
surrender charge and outstanding loan balance.  Partial  withdrawals also reduce
your premiums  credited toward the Death Benefit Guarantee  requirements.  Loans
are added to the required  premiums when testing whether Death Benefit Guarantee
requirements have been met.

Both partial  withdrawals  and loans will reduce the Cash Value available to pay
your insurance costs. You should carefully  consider the impact on the insurance
your  Certificate  will be  able  to  provide,  now  and in the  future,  before
exercising these privileges.

SURRENDER

You may surrender this  Certificate for its Surrender Value by sending a written
request to AAL.

CERTIFICATE TERMINATION

EARLY TERMINATION AND REINSTATEMENT

Termination

   
Your Certificate  will terminate if your Monthly  Deduction is greater than your
Surrender  Value,  your Death  Benefit  Guarantee is not in effect,  and payment
sufficient to cover the next two monthly  deductions  is not received  within 61
days of notification of the Cash Value deficiency (in most states). If this Cash
Value  deficiency  occurs,  you have the right to  reinstate  your  Certificate,
within certain  limitations.  The requirements for  reinstatement and associated
limitations are described in your Certificate.
    

Reinstatement

You may  reinstate  the  Certificate  any time  within  three years after it has
terminated  so long as you did not  surrender  it for its  surrender  value.  To
reinstate your Certificate you must submit evidence of insurability satisfactory
to AAL and pay a premium at least equal to:




The reinstated loan amount; plus

   
Any Surrender  Charge at the time of  reinstatement;  plus The first two Monthly
Deduction amounts after reinstatement;  less The Cash Value at termination; less
Any  Surrender  Charge  credited back at  reinstatement;  plus The new Surrender
Charge  taken  for  any  reduction  in  the  Specified  Amount  you  request  at
reinstatement  plus 3% on the sum of the above to cover the  percent  of premium
charge.
    

The premium paid upon reinstatement will be used first to pay any unpaid monthly
deductions that occurred during the grace period.  Your Certificate will then be
reinstated as of the date AAL approves your application for reinstatement.

If you  reinstate  this  Certificate,  AAL will not contest the  validity of the
reinstated  Certificate  after it has been in effect  during the lifetime of the
insured for two years from the date of reinstatement. After this Certificate has
been in force two years from the issue date,  any contest of the validity of the
reinstated Certificate will be limited to statements made in the application for
reinstatement.

DEATH, MATURITY, AND SURRENDER

Your  Certificate will terminate if the Insured dies, or if the Owner surrenders
the  Certificate.  If the  Certificate  is in effect at age 100,  it will mature
(end) and the Cash Value less any outstanding loan will be paid to the Owner.





PAYOUT OPTIONS

SELECTION

All or part of the life insurance proceeds from death, maturity or surrender may
be applied to one of several Payout Options in place of a lump sum payment.  You
may choose or change a payout option while the Insured is alive. The beneficiary
may choose an option at the  Insured's  death,  unless you have chosen an option
which does not allow the beneficiary to change it.

OPTION 1 : INTEREST

The  proceeds  are left  with AAL to earn  interest.  The  rate of  interest  is
determined annually by the AAL Board of Directors. It will never be less than 3%
annually.

OPTION 2: A SELECTED AMOUNT OF INCOME

The proceeds  with  interest are used to make  payments of a selected  amount at
regular  intervals  until the proceeds with interest have been paid. The payment
period may not exceed 30 years.  The rate of interest used will not be less than
3% annually.

OPTION 3 : A SET PERIOD

The proceeds with interest are used to make payments at regular  intervals.  You
may choose a specified  number of years, not to exceed 30.  Guaranteed  payments
are shown in the Certificate. The rate of interest used will not be less than 3%
annually. The amount of payment may be greater than that guaranteed, as declared
annually by AAL's Board of Directors.

OPTION 4 : LIFE PAYMENT

The  proceeds are left with AAL to earn  interest.  These funds are used to make
payments  at regular  intervals  while the person  named to receive  payments is
alive. AAL will guarantee the amount of these payments for a specified number of
years. A period of 10, or 20 years may be selected.

The amount of the  payments  depends on the age and sex of the persons  named to
receive  payments  at the time AAL issues the payment  contract.  Representative
guaranteed payments are shown in the Certificate. They are based on a guaranteed
effective  annual  interest  rate of 3.5%  using the "1983  Table a "  annuitant
mortality table.

OPTION 5 : JOINT & SURVIVOR

The proceeds with interest are used to make payments at regular  intervals while
both persons named to receive  payments are alive. AAL will guarantee the amount
of these  payments for a specified  number of years. A period of 10, or 20 years
may be selected.

Upon  the  death  of one of the  persons  named to  receive  payments,  AAL will
continue making payments to the survivor with the payments  reduced by 1/3 after
the  end of the  guaranteed  period.  If  the  survivor  also  dies  during  the
guaranteed period, the unpaid proceeds will be paid in one sum at the survivor's
death.

The amount of the  payments  depends on the age and sex of the persons  named to
receive  payments  at the time AAL issues the payment  contract.  Representative
guaranteed payments are shown in the Certificate. They are based on a guaranteed
effective  annual  interest  rate of 3.5%  using  the "1983  Table a"  annuitant
mortality table.




   
HOW TO MAKE PAYMENTS AND RECEIVE SERVICE
    

APPLYING FOR A CERTIFICATE

AAL Variable Universal Life Certificates are sold by district representatives of
AAL who are also  registered  representatives  of  AALCMC.  To  apply  for a AAL
Variable Universal Life Certificate please contact your AAL representative.  You
can locate your representative by calling 1-800-???-???  or visiting our Webpage
www.aal.org.

TIMELY PROCESSING

   
AAL will process all  requests in a timely  fashion.  Requests  received by 3:00
p.m. Central Time on a Valuation Date will use the  Certificate's  Cash Value as
of the close of that Valuation  Date. AAL will process  requests  received after
that time using the Certificate's  Cash Value as of the close of business of the
following Valuation Date.

After your  Certificate  is issued,  AAL will process  payment of any amount due
from the Variable  Account  within seven  calendar  days after AAL receives your
written  request.  Payment may be postponed when the New York Stock Exchange has
been closed and for such other  periods as the SEC may permit . Payment from the
Fixed Account Cash Value may be deferred
    
up to 6 months.

WRITTEN REQUESTS

You may exercise any of the following  privileges:  -Premium  Payment -Change in
Death Benefit Option  -Increase/Decrease in Specified Amount -Partial Withdrawal
- -Surrender  -Reinstatement  -Transfers  -Dropping an  Additional  Benefit  -Loan
- -Filing  a Death  Claim  -Selecting/Changing  a  Settlement  Option  -Change  in
Allocation  Instructions  -Loan  repayment  -Beneficiary  Change(s)  by  sending
written notice (and payment and/or evidence of  insurability,  if applicable) to
AAL at its Home Office:

AID ASSOCIATION FOR LUTHERANS
4321 North Ballard Road
Appleton, Wisconsin 54919-0001




TELEPHONE TRANSACTIONS

If AAL has received a properly  completed  Telephone  Transaction  Authorization
Form,  you may  perform  various  transactions  over the phone.  Phone  services
include:  partial  withdrawals,  transfers,  premium payment allocation changes,
loans, and certain other transactions.

AAL has adopted  reasonable  security  procedures to ensure the  authenticity of
telephone instructions,  including: requiring identifying information, recording
conversations,    and   providing   written   confirmations   of   transactions.
Nevertheless, AAL will honor telephone instructions from any person who provides
the correct identifying information,  so there is a risk of possible loss to the
Owner if an unauthorized person uses this service in the Owner's name.

If several  persons seek to effect  telephone  instructions at or about the same
time, or if AAL's recording equipment malfunctions, it may be impossible for you
to make a telephone  transaction at that time. If this occurs, you should submit
a Written  Request.  Also, if due to  malfunction  or other  circumstances,  the
recording  of  the  Owner's   telephone  request  is  incomplete  or  not  fully
comprehensible, AAL will not process the transaction.

The Phone number for telephone transactions is 1-800-???-???

AAL reserves the right to restrict telephone transactions at any time.

DEATH CLAIMS

Written  notice  of death  must be  given  to AAL.  Notice  should  include  the
Insured's  name and  Certificate  number.  Help may be  obtained  through an AAL
Capital Management Corporation Registered Representative.

A claim form will be sent,  when AAL receives  your  notice.  Complete the claim
form and send it to the Home  Office  along with a  certified  copy of the death
Certificate.  Processing  of the  claim  will  begin as soon as these  items are
received.





GENERAL INFORMATION

FREE LOOK

How to Cancel Your Certificate

Your Certificate provides for an initial "free look" period. That is, you as the
Certificate  Owner,  have the right to return  your  Certificate  within 10 days
after you receive it. To return your Certificate you may either:

1. Deliver or mail your  Certificate  along with a written  request to cancel to
your AAL Representative, or

2. Deliver or mail your  Certificate  along with a written  request to cancel to
the Home Office:

         AAL (Aid Association for Lutherans)
         4321 Ballard Road
         Appleton, WI  54919-0001

Generally  within 7 days after AAL receives  your request for  cancellation,  it
will  cancel the  Certificate  and send you a refund.  Some states may require a
"free look" period longer than 10 days.

The Amount Refunded After Canceling a Certificate During the "Free Look" Period

AAL will refund to you an amount equal to the  Certificate's  Accumulation  Unit
Value as of the date the returned Certificate or notification of cancellation is
received by AAL.  This may be more or less than the  premium you paid  depending
upon the investment experience of the Subaccount(s) you selected.

   
If your state  requires a full  refund of all  premiums,  your  premium  will be
allocated  to the Money Market  Subaccount  until your "free look" plus five day
period has expired.
    

ENTIRE CONTRACT

The entire contract between you and AAL is made up of:

The Certificate including any attached riders, endorsements or amendments;

The application  attached to the  Certificate,  including any  applications  for
increase in the Specified Amount; and

The AAL  Articles of  Incorporation  and Bylaws which are in effect on the issue
date of the Certificate.

STATEMENTS IN THE APPLICATION

Statements made in the application  will be treated as  representations  and not
warranties.  No statement  will be used by AAL to void the contract or to deny a
claim unless it appears in the application.

CHANGE OF CERTIFICATE

No  representative  of AAL except the  president or the secretary may change any
part of the Certificate on behalf of AAL.




INCONTESTABILITY

AAL will not contest the validity of the Certificate after it has been in effect
during the  lifetime of the insured for two years from the issue date.  AAL will
not contest the  validity of an increase in the  Specified  Amount  after it has
been in effect during the lifetime of the insured for two years from the date of
increase.  Any  contest  of the  validity  of the  increase  will be  limited to
statements  made in the  application  for the increase.  See the Certificate for
more details.

MISSTATEMENT OF AGE OR SEX

The values of the  Certificate  are based on the  insured's  age and sex. If the
date of birth or sex shown on the  application  is wrong,  the proceeds  payable
will be adjusted to the amount that would be provided by the most recent cost of
insurance charge at the correct attained age or sex.

MAINTENANCE OF SOLVENCY

This provision applies only to values in the Fixed Account.

If AAL's  reserves for any class of  Certificates  become  impaired,  you may be
required to make an extra  payment.  AAL's Board of Directors will determine the
amount of any extra payment based on each member's fair share of the deficiency.
If the payment is not made, it will be charged as a loan against the Certificate
with  interest  at a rate of 5 percent  per year.  You may choose an  equivalent
reduction  in  benefits  instead  of  or  in  combination  with  the  loan.  Any
indebtedness and interest charged against the Certificate,  or any agreement for
a reduction in  benefits,  shall have  priority  over the interest of any owner,
beneficiary, or collateral assignee under the Certificate.

BASIS OF COMPUTATIONS

Minimum  guaranteed  Cash  Values  for  the  Fixed  Account  are  based  on  the
Commissioner's  1980 Standard Ordinary Mortality Table, age last birthday,  with
interest  at the rate of 4 percent.  These  values  equal or exceed the  minimum
values  required by law. A detailed  statement of how AAL calculates cash values
for the Certificate has been filed with the insurance department of the state or
district where this Certificate was delivered.

REPORTS TO OWNERS

At least once each Certificate  year, AAL will send you a report  concerning the
current status of your Certificate. There is no charge for this report.

Upon your request,  AAL will send you an illustration of hypothetical values for
the  Certificate.  AAL  may  charge  a  reasonable  fee  for  each  illustration
requested.

We will also send period reports with financial  information on the  Portfolios,
including  information on the investments  held in each Portfolio as required by
the Securities and Exchange Commission .

Confirmation  notices  will be sent  during  the  year for  certain  Certificate
transactions.




MEMBERSHIP

For  Insureds  age Issue Age 15 and under,  the  Insured  will  become a benefit
member of AAL.  For Insureds  Issue Age 16 and over,  the person who applied for
membership is a benefit member of AAL. The rights and benefits of membership are
set forth in the Articles of Incorporation and Bylaws of AAL.  Membership cannot
be transferred.

OWNERSHIP

For  Insureds  age  Issue  Age 15 and  under,  the  Insured  is the owner of the
Certificate,  unless ownership has been  transferred.  For Insureds Issue Age 16
and over, the person who is named as the Owner on the  application for insurance
is the Owner, unless ownership has been transferred.

If you are not the  insured,  you should name a successor  Owner who will become
the Owner if you die before the insured. If you die before the insured and there
is no successor  Owner named,  ownership  of the  Certificate  will pass to your
estate.

During the Insured's lifetime,  you may transfer ownership of the Certificate by
sending a signed  written  request to the AAL. The transfer  must be approved by
AAL before it is valid.

BENEFICIARY

The beneficiary is the person, entity or organization named to receive the death
benefit  after the  Insured  dies.  The Bylaws of AAL list those  eligible to be
beneficiaries.  Beneficiaries  are designated as first,  second and third class.
You may name more than one person or organization in the same class.

If no  beneficiary  has been named or  survives  the  insured,  AAL will pay the
proceeds as follows:

         To your estate if you are the Insured; or

         To you if you are not the Insured.

During the  Insured's  lifetime,  you may change  the  beneficiary  by sending a
signed  written  request to AAL. The change must be approved by AAL before it is
valid.

COLLATERAL ASSIGNMENT

You may  assign  the  Certificate  as  collateral  security  for a loan or other
obligation.  This may limit your rights to the Cash Value and the  beneficiary's
rights to the proceeds.

The assignments must be in writing and filed at our home office.  AAL assumes no
responsibility  as to the validity of any assignment.  AAL is not liable for any
payment made or any other action taken on the Certificate  before the assignment
was recorded at our home office.



Any  Certificate  loan  obtained  before an  assignment  is recorded at our home
office has priority over the assignment.

RIGHTS RESERVED BY AAL

Subject to applicable law, AAL reserves the right to make certain changes if, in
its  judgment,  they would best  serve the  interests  of the Owners or would be
appropriate  in carrying out the purposes of the  Certificate.  AAL will obtain,
when required, the necessary Owner approval or regulatory approval.  Examples of
the changes AAL may make include, but are not limited to:

         To operate the Variable  Account in any form  permitted  under the 1940
Act or in any other form permitted by law.

         To add, delete, combine, or modify Subaccounts in the Variable Account.

         To add,  delete,  or substitute,  for the portfolio  shares held in any
Subaccount, the shares of another portfolio of the Fund or the shares of another
investment company or series thereof, or any other investment permitted by law.

         To  make  any  amendments  to  the   Certificates   necessary  for  the
Certificates  to comply with the provisions of the Internal  Revenue Code or any
other applicable federal or state law.




<TABLE>
<CAPTION>
<S>                                  <C>                                 <C>
                             DIRECTORS AND OFFICERS


                                     Business Experience During the      Position with Aid Association for
                                     Last Five (5) Years                 Lutherans
                                     --------------------------------    -----------------------------------

Herbert J. Arkebauer                 Professor, Southwest Missouri       Director (6/72)
                                     State University

Raymond G. Avischious                President/CEO, Shurfine Central     Director (5/77)
                                     Corp.

Richard E. Beumer                    President/CEO, Sverdrup             Director (2/87)
                                     Corporation

Kenneth Daly                         Partner, KPMG Peat Marwick LLP      Director (2/94)

Elizabeth A. Duda                    None                                Director (5/79)

Edward A. Engel                      President, E. A. Engel &            Director (11/78)
                                     Associates

Gary J. Greenfield                   President, Wisconsin Lutheran       Director (1/93)
                                     College

James W. Hanson                      None                                Director (8/86)

Robert H. Hoffman                    Executive, Taylor Corp.             Director (2/87)

Robert E. Long                       Senior Vice President, Park Bank    Director (2/82)

Robert B. Peregrine                  Attorney, Peregrine Law offices,    Director (2/78)
                                     S.C.

Kathi P. Seifert                     Group President, Kimberly Clark     Director (12/94)
                                     Corp.

Roger B. Wheeler                     President, Wheel-Air, Inc.,         Director (8/91)
                                     Wheel-Air Charter, Inc.

E. Marlene Wilson                    President, Volunteer Management     Director (6/81)
                                     Associates

Rev. Thomas Zehnder                  President, Florida-Geporgia         Director (1/97)
                                     District, Lutheran Church
                                     Missouri Synod

Richard L. Gunderson                 Chairman of the Board, since        Director, Chairman of the Board
                                     1/97,  CEO, 12/95 to 12/96,  
                                     President 9/85 to 11/95, 
                                     Aid Association for Lutherans

John O. Gilbert                      CEO since 1/97, President/COO       Director, President/CEO
                                     since 12/95,  Executive Vice
                                     President, 1/95 to 12/95, Senior
                                     Vice President, 1/92 to 1/95, Aid
                                     Association for Lutherans

Roger J. Johnson                     Executive Vice President since      Executive Vice President
                                     3/97, Senior Vice President,
                                     11/95   to  3/97,   prior  to  that,   
                                     Vice President , Aid Association for 
                                     Lutherans

Ronald G. Anderson                   Senior Vice President, Chief        Senior Vice President, Chief
                                     Investment Officer Aid              Investment Officer
                                     Association for Lutherans since
                                     4/96, president, AAL Capital
                                     Management Corporation since
                                     1/97, Vice President, general Re
                                     Corp. 3/95 to 3/96, Chairman
                                     General Re Financial products
                                     Corp. 1/91 to 3/95

Woodrow E. Eno                       Senior Vice President, Secretary,   Senior Vice President, Secretary,
                                     General Counsel, Aid Association    General Counsel
                                     for Lutherans  since 4/96,  Vice 
                                     president, AEGON, 5/93 to 1/96, 
                                     Vice President/General Counsel  
                                     Health  Insurance  Association  of
                                     America, 7/80 to 5/93

Steven A. Weber                      Senior Vice President, since        Senior Vice President
                                     11/95, Vice President 2/89 to
                                     11/95, Aid Association for
                                     Lutherans

Jerome Laubenstein                   Senior Vice President since         Senior Vice President
                                     11/95, prior to that Vice
                                     President, Aid Association for
                                     Lutherans

Fred Ohlde                           Senior Vice President since         Senior Vice President
                                     11/95, prior to that Vice
                                     President, Aid Association for
                                     Lutherans


</TABLE>



FEDERAL TAX MATTERS

VARIABLE ACCOUNT TAX STATUS

Both investment income and realized capital gains of the Variable Account (i.e.,
income and capital gains  distributed  to the Variable  Account by the Fund) are
reinvested  without tax since the Internal  Revenue Code (the "Code")  presently
imposes no applicable tax.  However,  AAL reserves the right to make a deduction
for taxes, should they be imposed with respect to such items in the future.

LIFE INSURANCE QUALIFICATION

Section  7702 of the  Code  includes  a  definition  of life  insurance  for tax
purposes.  The Secretary of the Treasury has been granted authority to prescribe
regulations to carry out the purposes of the section,  and proposed  regulations
governing  mortality  charges  were  issued  in  1991.  AAL  believes  that  the
Certificate  meets the statutory  definition  of life  insurance.  As such,  and
assuming the diversification  standards of Section 817(h),  discussed below, are
satisfied,  (a) death benefits paid under the  Certificate  should  generally be
excluded  from the gross  income  of the  beneficiary  for  federal  income  tax
purposes under Section 101(a)(1) of the Code and (b) You should not generally be
taxed on the Cash Value under a Certificate, including increments thereof, prior
to actual receipt.

AAL intends to comply with any future final  regulations  issued under  Sections
7702 and 817(h) and any amendments to these sections,  and reserves the right to
make such  changes as deemed  necessary to assure such  compliance.  Any changes
will apply uniformly to affected Certificate holders and will be made only after
advance written notice.

PRE-DEATH DISTRIBUTIONS

The taxation of pre-death  distributions  depends on whether the  Certificate is
considered   a  modified   endowment   contract  (a  "MEC").   A   Certificate's
qualification as a MEC is discussed below.

General  Rules:  Assuming a Certificate is not a MEC, upon surrender you will be
taxed on the  excess  of  Surrender  Value  plus  unpaid  Certificate  loans and
interest less gross premiums paid reduced by untaxed withdrawals.

Partial  withdrawals are only taxable to the extent the withdrawal exceeds total
premiums  paid  less  prior  untaxed  partial  withdrawals.   However,   partial
withdrawals  made  within the first 15 years may be  taxable in certain  limited
instances where the Surrender Value plus unpaid loans exceeds the total premiums
paid less the untaxed portion of prior partial withdrawals.

Loans received  under the  Certificate,  assuming the  Certificate is not a MEC,
will not be treated as subject  to tax when  taken.  Generally,  amounts of loan
interest  paid  by  individuals  will  be  considered   nondeductible  "personal
interest".

Modified Endowment Contracts:
A class of contracts  known as "MECs" has been created under Code Section 7702A.
Pre-death distribution rules for Certificates  considered to be MECs will differ
from the general  rules above.  A contract  will be a MEC if it fails the "7-Pay
Premium  test".  A  Certificate  fails  this  test if the  amount  paid into the
Certificate  in the  first  seven  years or in the  first  seven  years  after a
material  change,  exceeds  the  amount  that  would  have  been  paid  had  the
Certificate  provided for the payment of seven level annual  premiums.  AAL will
notify the you if the Certificate becomes a MEC.

A MEC  Certificate  may be aggregated  with other MECs purchased by you from AAL
during any one calendar year for purposes of determining  the taxable portion of
withdrawals  from the  Certificate.  The  Certificate is subject to a 7-Pay test
during the first seven  Certificate  years and any time a material change to the
contract  takes effect.  A material  change,  for these  purposes,  includes the
exchange of a life insurance  Certificate for another,  and conversion of a term
life Certificate to a whole life or universal life Certificate.  In addition, an
increase in the future  benefits  provided  constitutes a material change unless
the increase is  attributable  to (1) the payment of premiums  necessary to fund
the lowest death benefit  payable in the first 7 Certificate  Years,  or (2) the
crediting  of  interest  or other  earnings  with  respect to such  premiums.  A
reduction in death benefits during the first 7 Certificate  Years, or during any
& pay test period, may also cause a Certificate to be considered a MEC.

All distributions,  including Certificate loans and collateral assignments, from
a MEC Certificate will be currently taxable to the extent that the cash value of
the  Certificate   immediately   before  payment  exceeds  gross  premiums  paid
(increased by the amount of loans previously taxed and reduced by untaxed amount
previously  received).  These rules may also apply to distributions  made during
the two year  period  prior to the time  that a  Certificate  becomes  a MEC.  A
penalty tax equal to 10% of the amount  includible  in income will also apply to
certain  surrenders  or loans  taken by you if you have not  reached  the age of
59&1/2, unless you are disabled, or the surrenders are part of a series of equal
periodic  payments made not less  frequently than annually for your life or life
expectancy. The penalty tax will also apply to income received on a surrender or
loan if the Owner of a MEC is a corporation.

DIVERSIFICATION REQUIREMENTS

For the  Certificate  to be treated as a life  insurance  contract  for  federal
income tax purposes,  the Variable Account and the Fund must satisfy  investment
diversification  requirements  set  forth  in  Section  817(h)  of the  Code and
Treasury Department regulations thereunder. These requirements must be satisfied
at the end of each calendar quarter, or within 30 days thereafter.

The  AAL  Variable  Product  Series  Fund,  Inc.  has  met  the  diversification
requirements at all relevant items.  AAL intends to take any action necessary to
maintain  the  compliance  of  the  Variable  Account  and  the  Fund  with  the
diversification  requirements.  In addition, the Treasury Department may provide
future  guidance  concerning  the extent to which you may direct  investments in
variable funding options under the Certificate.  If such guidance is issued, the
Certificate may need to be modified to comply with it.

OTHER CONSIDERATIONS

Because  of  the  complexity  of the  law  and  its  application  to a  specific
individual,  tax advice may be needed by a person  contemplating  purchase  of a
Certificate or the exercise of options under a  Certificate.  The above comments
concerning federal income tax consequences are not exhaustive, and special rules
exist with respect to situations not discussed in the Prospectus.

The preceding  description is based upon AAL's  understanding of current federal
income tax law.  AAL cannot  assess the  probability  that  changes in tax laws,
particularly affecting life insurance, will be made.

The preceding comments do not take into account estate and gift, state income or
other  state tax  considerations  which may be  involved  in the  purchase  of a
Certificate  or the exercise of elections  under the  Certificate.  For complete
information  on such  federal  and state tax  considerations,  a  qualified  tax
adviser should be consulted.

LITIGATION

There are no pending proceedings  commenced by, or known to be contemplated by a
governmental authority, and no pending legal proceedings,  material with respect
to prospective  purchasers of the  Certificates,  to which the Variable Account,
AAL or the  principal  underwriter  is a party to or to which the  assets of the
Variable  Account  are  subject.   As  a  fraternal   benefit  society  offering
certificates of insurance,  AAL is ordinarily  involved in litigation.  AAL does
not believe that any current litigation or administrative proceeding is material
to the its  ability  to meet its  obligations  under the  Certificate  or to the
Variable  Account,  nor does AAL expect to incur  significant  losses  from such
actions.

DISTRIBUTION

   
AAL Capital Management Corporation, 222 West College Avenue, Appleton Wisconsin,
54919-0007  ("AALCMC")  is an  indirect  subsidiary  of  AAL  and  a  registered
broker-dealer.  AALCMC is a corporation organized under Delaware law in 1986 and
it serves as the principal  underwriter of the  Certificates.  Certificates  are
distributed by registered  representatives of AALCMC.  AALCMC also serves as the
principal  underwriter  of the AAL  Variable  Annuity and the AAL Mutual  Funds.
AALCMC's fiscal year operates on a calendar year basis.
    

ILLUSTRATIONS

The  following  tables  illustrate  how the death  benefits,  Cash  Values,  and
Surrender  Values of a  hypothetical  Certificate  could  vary over an  extended
period of time, assuming  hypothetical rates of return equivalent constant gross
annual rates of 0%, 6%, and 12%.

The Certificates illustrated include the following:

1. Male, Nonsmoker,  Age 40, Variable Death Benefit,  Specified Amount $250,000,
Current Rates
2. Male, Nonsmoker,  Age 40, Variable Death Benefit,  Specified Amount $250,000,
Guaranteed Rates
3. Male,  Nonsmoker,  Age 40, Level Death Benefit,  Specified  Amount  $250,000,
Current Rates
4. Male,  Nonsmoker,  Age 40, Level Death Benefit,  Specified  Amount  $250,000,
Guaranteed Rates

The values  would be different  from those shown if the gross annual  investment
rates of  return  averaged  0%,  6%,  or 12% over a period  of  years,  but also
fluctuated above or below those averages for individual  Certificate  years. The
illustrations  assume no Certificate  loans or withdrawals  have been taken. The
amounts would differ if unisex rates were used.

The second column of each table, labeled "Premiums Accumulated at 5%", shows the
amount which would  accumulate if an amount equal to the annual premium,  (after
taxes) were  invested to earn interest at 5%  compounded  annually.  All premium
payments are illustrated as if they were made at the beginning of the year.

The amounts shown for death benefits,  Cash Values, and Surrender Values reflect
the fact that the net  investment  return on the  Certificate  is lower than the
gross investment return on the Variable  Account.  This results from the charges
levied against the Variable Account (e.g. the mortality and expense risk charge)
as well as the premium load,  administrative  charges and Surrender Charges. The
difference  between  the Cash  Value and the  Surrender  Value is the  Surrender
Charge.

The tables  illustrate  the cost of insurance  and other charges at both current
rates and the maximum rates guaranteed in the Certificate.  The amounts shown at
the  end of each  Certificate  year  reflect  a daily  investment  advisory  fee
equivalent to an annual rate of .35% of the  aggregate  average daily net assets
of the  Subaccounts.  Actual fees may vary by  Subaccount  and may be subject to
agreements  by the  sponsor  to  waive  or  otherwise  reimburse  each  Fund for
operating  expenses which exceed certain limits.  There can be no assurance that
the expense  reimbursement  arrangements  will  continue in the future,  and any
unreimbursed expenses would be reflected in the values included on the tables.

The effect of these investment  management expenses on a 0% gross rate of return
would result in a net rate of return of (x.xx)%, on 6% it would be x.xx%, and on
12% it would be xxx.

The tables assume the deduction of charges  including  administrative  and sales
charges.  The tables  reflect the fact that we do not currently  make any charge
against the  Variable  Account for state or Federal  taxes.  If such a charge is
made in the  future,  it will take a higher  gross rate of return than the rates
shown to produce the death benefits, Cash Values, and Surrender Values shown.

AAL will furnish, upon request, a comparable  illustration based on the proposed
Insured's Issue Age, Risk Class, Sex, Specified Amount, Death Benefit Option and
premium amount requested.

   
<TABLE>

                    FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE

                                                                              Illustration of Death Benefits, Cash Values and
                                                                              Surrender Values
                                                                              Based on Current Charges

             Issue Age   - 40                                                 Level Death Benefit Option
             Risk Class - Standard Nonsmoker                                  Specified Amount  -  $250,000
             Sex  -  Male                                                     Annual Premium    -  $2,375

   End of      Annual          Premium           End of Year DEATH BENEFIT Assuming
Certificate   Premiums       Accumulated         Hypothetical Gross Annual Investment Return of
    Year        Paid            at 5%            0%                6%                12%
- -------------------------------------------------------------------------------------------------
<CAPTION>
<S>  <C>        <C>             <C>              <C>               <C>               <C>
                $2,375          $ 2,494          $250,000          $250,000          $250,000
     2          $2,375          $ 5,112          $250,000          $250,000          $250,000
     3          $2,375          $ 7,862          $250,000          $250,000          $250,000
     4          $2,375          $10,748          $250,000          $250,000          $250,000
     5          $2,375          $13,780          $250,000          $250,000          $250,000
     6          $2,375          $16,962          $250,000          $250,000          $250,000
     7          $2,375          $20,304          $250,000          $250,000          $250,000
     8          $2,375          $23,813          $250,000          $250,000          $250,000
     9          $2,375          $27,497          $250,000          $250,000          $250,000
     10         $2,375          $31,366          $250,000          $250,000          $250,000
     15         $2,375          $53,812          $250,000          $250,000          $250,000
     20         $2,375          $82,458          $250,000          $250,000          $250,000
     25         $2,375          $119,019         $250,000          $250,000          $250,000
     30         $2,375          $165,682         $250,000          $250,000          $396,571
</TABLE>


<TABLE>
   End of      Annual                             End of Year                        End of Year 
                                                  CASH VALUE Assuming                SURRENDER VALUE Assuming
Certificate   Premiums                            Hypothetical Gross                 Hypothetical Gross
                                                  Annual Investment Return of        Annual Investment Return of
    Year        Paid            0%                6%               12%                0%                6%               12%
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S>  <C>       <C>              <C>               <C>              <C>                <C>               <C>              <C>
     1         $2,375            $1,456            $1,566            $1,678                $0                $0                $0
     2         $2,375            $2,855            $3,167            $3,494                $5              $317              $644
     3         $2,375            $4,195            $4,803            $5,463            $1,345            $1,953            $2,613
     4         $2,375            $5,689            $6,692            $7,826            $3,196            $4,198            $5,333
     5         $2,375            $7,143            $8,649           $10,423            $5,005            $6,512            $8,285
     6         $2,375            $8,582           $10,704           $13,305            $6,800            $8,923           $11,524
     7         $2,375           $10,003           $12,860           $16,503            $8,578           $11,435           $15,078
     8         $2,375           $11,346           $15,060           $19,988           $10,277           $13,991           $18,919
     9         $2,375           $12,653           $17,347           $23,836           $11,940           $16,634           $23,123
     10        $2,375           $13,921           $19,724           $28,085           $13,565           $19,368           $27,729
     15        $2,375           $19,411           $32,875           $56,904           $19,411           $32,875           $56,904
     20        $2,375           $23,531           $49,225          $106,895           $23,531           $49,225          $106,895
     25        $2,375           $24,126           $67,719          $193,014           $24,126           $67,719          $193,014
     30        $2,375           $17,433           $86,519          $341,872           $17,433           $86,519          $341,872
</TABLE>

The values would be different  from those shown above if the actual gross annual
rates of return averaged 0%, 6%, and 12% over a period of years but varied above
or below that average  during the period.  The above  values  assume no loans or
withdrawals are taken.

THE HYPOTHETICAL  GROSS RATES OF RETURN SHOWN ARE  ILLUSTRATIVE  ONLY AND SHOULD
NOT BE DEEMED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.  ACTUAL
INVESTMENT  RESULTS  MAY BE MORE OR LESS THAN THOSE  SHOWN AND WILL  DEPEND ON A
NUMBER OF FACTORS,  INCLUDING THE INVESTMENT EXPERIENCE OF THE VARIABLE ACCOUNT,
AND THE ALLOCATIONS MADE TO THE VARIABLE ACCOUNT.  NO REPRESENTATION CAN BE MADE
THAT  THESE  HYPOTHETICAL  RATES OF RETURN CAN BE  ACHIEVED  FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

THIS IS AN  ILLUSTRATION.  AN  ILLUSTRATION  IS NOT  INTENDED TO PREDICT  ACTUAL
PERFORMANCE.  RATES OF RETURN AND VALUES SET FORTH IN THE  ILLUSTRATION  ARE NOT
GUARANTEED.

<TABLE>
                    FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE

                                                                                Illustration of Death Benefits, Cash Values and
                                                                                Surrender Values
                                                                                Based on Guaranteed Charges

             Issue Age   - 40                                                   Level Death Benefit Option
             Risk Class - Standard Nonsmoker                                    Specified Amount  -  $250,000
             Sex   -  Male                                                      Annual Premium    -  $2,375


   End of         Annual           Premium          End of Year DEATH
                                                    BENEFIT Assuming
Certificate      Premiums        Accumulated        Hypothetical Gross Annual Investment
                                                    Return of
    Year           Paid             at 5%           0%                6%                12%
- ------------------------------------------------------------------------------------------------                                   
<CAPTION>
<S>  <C>          <C>             <C>               <C>               <C>               <C>                <C>              <C>

     1            $2,375            $2,494          $250,000          $250,000          $250,000
     2            $2,375            $5,112          $250,000          $250,000          $250,000
     3            $2,375            $7,862          $250,000          $250,000          $250,000
     4            $2,375           $10,748          $250,000          $250,000          $250,000
     5            $2,375           $13,780          $250,000          $250,000          $250,000
     6            $2,375           $16,962          $250,000          $250,000          $250,000
     7            $2,375           $20,304          $250,000          $250,000          $250,000
     8            $2,375           $23,813          $250,000          $250,000          $250,000
     9            $2,375           $27,497          $250,000          $250,000          $250,000
     10           $2,375           $31,366          $250,000          $250,000          $250,000
     15           $2,375           $53,812          $250,000          $250,000          $250,000
     20           $2,375           $82,458          $250,000          $250,000          $250,000
     25           $2,375          $119,019          $250,000          $250,000          $250,000
     30           $2,375          $165,682                $0          $250,000          $329,354

   End of      Annual
                                  End of Year CASH VALUE Assuming                       End of Year SURRENDER VALUE Assuming
Certificate   Premiums            Hypothetical Gross                                    Hypothetical Gross Annual
                                  Annual Investment Return of                           Investment Return of                 
    Year        Paid              0%                6%               12%                0%                6%                12%
- ------------------------------------------------------------------------------------------------                                   

     1            $2,375            $1,456            $1,566            $1,678                $0                $0                $0
     2            $2,375            $2,855            $3,167            $3,494                $5              $317              $644
     3            $2,375            $4,195            $4,803            $5,463            $1,345            $1,953            $2,613
     4            $2,375            $5,665            $6,667            $7,801            $3,171            $4,173            $5,307
     5            $2,375            $7,070            $8,572           $10,342            $4,932            $6,435            $8,205
     6            $2,375            $8,401           $10,513           $13,103            $6,620            $8,732           $11,322
     7            $2,375            $9,656           $12,487           $16,103            $8,231           $11,062           $14,678
     8            $2,375           $10,830           $14,492           $19,366            $9,761           $13,423           $18,297
     9            $2,375           $11,917           $16,524           $22,917           $11,205           $15,811           $22,205
     10           $2,375           $12,913           $18,578           $26,784           $12,557           $18,221           $26,428
     15           $2,375           $16,078           $28,789           $51,893           $16,078           $28,789           $51,893
     20           $2,375           $15,191           $38,466           $93,051           $15,191           $38,466           $93,051
     25           $2,375            $6,593           $43,989          $161,869            $6,593           $43,989          $161,869
     30           $2,375                $0           $38,451          $283,926                $0           $38,451          $283,926

</TABLE>

The values would be different  from those shown above if the actual gross annual
rates of return averaged 0%, 6%, and 12% over a period of years but varied above
or below that average  during the period.  The above  values  assume no loans or
withdrawals are taken.

THE HYPOTHETICAL  GROSS RATES OF RETURN SHOWN ARE  ILLUSTRATIVE  ONLY AND SHOULD
NOT BE DEEMED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.  ACTUAL
INVESTMENT  RESULTS  MAY BE MORE OR LESS THAN THOSE  SHOWN AND WILL  DEPEND ON A
NUMBER OF FACTORS,  INCLUDING THE INVESTMENT EXPERIENCE OF THE VARIABLE ACCOUNT,
AND THE ALLOCATIONS MADE TO THE VARIABLE ACCOUNT.  NO REPRESENTATION CAN BE MADE
THAT  THESE  HYPOTHETICAL  RATES OF RETURN CAN BE  ACHIEVED  FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

THIS IS AN  ILLUSTRATION.  AN  ILLUSTRATION  IS NOT  INTENDED TO PREDICT  ACTUAL
PERFORMANCE.  RATES OF RETURN AND VALUES SET FORTH IN THE  ILLUSTRATION  ARE NOT
GUARANTEED.

                    FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE
<TABLE>

                                                                                Illustration of Death Benefits, Cash Values and
                                                                                Surrender Values
                                                                                Based on Current Charges

             Issue Age   - 40                                                   Variable Death Benefit Option
             Risk Class - Standard Nonsmoker                                    Specified Amount  -  $250,000
             Sex  -  Male                                                       Annual Premium    -  $2,375

   End of         Annual          Premium           End of Year DEATH
                                                    BENEFIT Assuming
Certificate      Premiums       Accumulated         Hypothetical Gross Annual Investment
                                                    Return of
    Year           Paid            at 5%            0%                6%                12%
- ---------------------------------------------------------------------------------------------------
<CAPTION>
<S>  <C>          <C>             <C>               <C>               <C>               <C>               <C>               <C>
    
     1            $2,375            $2,494          $251,451          $251,562          $251,673
     2            $2,375            $5,112          $252,842          $253,153          $253,479
     3            $2,375            $7,862          $254,170          $254,774          $255,430
     4            $2,375           $10,748          $255,647          $256,641          $257,766
     5            $2,375           $13,780          $257,079          $258,569          $260,324
     6            $2,375           $16,962          $258,492          $260,588          $263,154
     7            $2,375           $20,304          $259,883          $262,698          $266,285
     8            $2,375           $23,813          $261,189          $264,838          $269,679
     9            $2,375           $27,497          $262,453          $267,054          $273,411
     10           $2,375           $31,366          $263,672          $269,347          $277,515
     15           $2,375           $53,812          $268,808          $281,757          $304,822
     20           $2,375           $82,458          $272,302          $296,408          $350,343
     25           $2,375          $119,019          $271,824          $311,057          $423,351
     30           $2,375          $165,682          $263,528          $321,085          $538,086

   End of      Annual
                                  End of Year CASH VALUE Assuming                       End of Year SURRENDER VALUE Assuming
Certificate   Premiums            Hypothetical Gross                                    Hypothetical Gross Annual
                                  Annual Investment Return of                           Investment Return of
    Year        Paid              0%                6%               12%                0%                6%                12%
- ------------------------------------------------------------------------------------------------------------------------------------
     1            $2,375            $1,451           $1,562             $2,678               $0                $0                $0
     2            $2,375            $2,842           $3,153             $5,598               $0              $303              $629
     3            $2,375            $4,170           $4,774             $8,783           $1,320            $1,924            $2,580
     4            $2,375            $5,647           $6,641            $12,487           $3,153            $4,147            $5,272
     5            $2,375            $7,079           $8,569            $16,560           $4,941            $6,432            $8,186
     6            $2,375            $8,492          $10,588            $21,070           $6,710            $8,806           $11,373
     7            $2,375            $9,883          $12,698            $26,062           $8,458           $11,273           $14,860
     8            $2,375           $11,189          $14,838            $31,519          $10,120           $13,770           $18,610
     9            $2,375           $12,453          $17,054            $37,537          $11,740           $16,342           $22,699
     10           $2,375           $13,672          $19,347            $44,173          $13,316           $18,990           $27,158
     15           $2,375           $18,808          $31,757            $88,897          $18,808           $31,757           $54,822
     20           $2,375           $22,302          $46,408           $165,065          $22,302           $46,408          $100,343
     25           $2,375           $21,824          $61,057           $290,584          $21,824           $61,057          $173,351
     30           $2,375           $13,528          $71,085           $495,293          $13,528           $71,085          $288,086
</TABLE>

The values would be different  from those shown above if the actual gross annual
rates of return averaged 0%, 6%, and 12% over a period of years but varied above
or below that average  during the period.  The above  values  assume no loans or
withdrawals are taken.

THE HYPOTHETICAL  GROSS RATES OF RETURN SHOWN ARE  ILLUSTRATIVE  ONLY AND SHOULD
NOT BE DEEMED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.  ACTUAL
INVESTMENT  RESULTS  MAY BE MORE OR LESS THAN THOSE  SHOWN AND WILL  DEPEND ON A
NUMBER OF FACTORS,  INCLUDING THE INVESTMENT EXPERIENCE OF THE VARIABLE ACCOUNT,
AND THE ALLOCATIONS MADE TO THE VARIABLE ACCOUNT.  NO REPRESENTATION CAN BE MADE
THAT  THESE  HYPOTHETICAL  RATES OF RETURN CAN BE  ACHIEVED  FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

THIS IS AN  ILLUSTRATION.  AN  ILLUSTRATION  IS NOT  INTENDED TO PREDICT  ACTUAL
PERFORMANCE.  RATES OF RETURN AND VALUES SET FORTH IN THE  ILLUSTRATION  ARE NOT
GUARANTEED.

<TABLE>
                    FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE

                                                                                Illustration of Death Benefits, Cash Values and
                                                                                Surrender Values
                                                                                Based on Guaranteed Charges

             Issue Age   - 40                                                   Variable Death Benefit Option
             Risk Class - Standard Nonsmoker                                    Specified Amount  -  $250,000
             Sex  -  Male                                                       Annual Premium    -  $2,375

   End of                         Premium           End of Year DEATH
                                                    BENEFIT Assuming
Certificate                     Accumulated         Hypothetical Gross Annual Investment
                                                    Return of
    Year         Premiums          at 5%            0%                6%                12%
- ------------------------------------------------------------------------------------------------
<CAPTION>
<S>  <C>          <C>             <C>               <C>               <C>               <C>               <C>              <C>      
     1            $2,375            $2,494          $251,451          $251,562          $251,673
     2            $2,375            $5,112          $252,842          $253,153          $253,479
     3            $2,375            $7,862          $254,170          $254,774          $255,430
     4            $2,375           $10,748          $255,622          $256,615          $257,740
     5            $2,375           $13,780          $257,004          $258,490          $260,241
     6            $2,375           $16,962          $258,306          $260,389          $262,943
     7            $2,375           $20,304          $259,524          $262,309          $265,865
     8            $2,375           $23,813          $260,654          $264,245          $269,022
     9            $2,375           $27,497          $261,689          $266,191          $272,434
     10           $2,375           $31,366          $262,624          $268,139          $276,120
     15           $2,375           $53,812          $265,321          $277,364          $299,213
     20           $2,375           $82,458          $263,609          $284,623          $333,791
     25           $2,375          $119,019          $254,056          $284,998          $382,648
     30           $2,375          $165,682                $0          $270,047          $448,609

   End of
                                  End of Year CASH VALUE Assuming                       End of Year SURRENDER VALUE Assuming
Certificate                       Hypothetical Gross                                    Hypothetical Gross Annual
                                  Annual Investment Return of                           Investment Return of
    Year      Premiums            0%                6%               12%                0%                6%               12%
- ------------------------------------------------------------------------------------------------------------------------------------
     1            $2,375           $1,451            $1,562             $1,673               $0                $0                $0
     2            $2,375           $2,842            $3,153             $3,479               $0              $303              $629
     3            $2,375           $4,170            $4,774             $5,430           $1,320            $1,924            $2,580
     4            $2,375           $5,622            $6,615             $7,740           $3,129            $4,122            $5,246
     5            $2,375           $7,004            $8,490            $10,241           $4,866            $6,353            $8,103
     6            $2,375           $8,306           $10,389            $12,943           $6,524            $8,608           $11,162
     7            $2,375           $9,524           $12,309            $15,865           $8,099           $10,884           $14,440
     8            $2,375          $10,654           $14,245            $19,022           $9,585           $13,176           $17,954
     9            $2,375          $11,689           $16,191            $22,434          $10,977           $15,478           $21,722
     10           $2,375          $12,624           $18,139            $26,120          $12,268           $17,782           $25,764
     15           $2,375          $15,321           $27,364            $49,213          $15,321           $27,364           $49,213
     20           $2,375          $13,609           $34,623            $83,791          $13,609           $34,623           $83,791
     25           $2,375           $4,056           $34,998           $132,648           $4,056           $34,998          $132,648
     30           $2,375               $0           $20,047           $198,609               $0           $20,047          $198,609
</TABLE>

The values would be different  from those shown above if the actual gross annual
rates of return averaged 0%, 6%, and 12% over a period of years but varied above
or below that average  during the period.  The above  values  assume no loans or
withdrawals are taken.

THE HYPOTHETICAL  GROSS RATES OF RETURN SHOWN ARE  ILLUSTRATIVE  ONLY AND SHOULD
NOT BE DEEMED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.  ACTUAL
INVESTMENT  RESULTS  MAY BE MORE OR LESS THAN THOSE  SHOWN AND WILL  DEPEND ON A
NUMBER OF FACTORS,  INCLUDING THE INVESTMENT EXPERIENCE OF THE VARIABLE ACCOUNT,
AND THE ALLOCATIONS MADE TO THE VARIABLE ACCOUNT.  NO REPRESENTATION CAN BE MADE
THAT  THESE  HYPOTHETICAL  RATES OF RETURN CAN BE  ACHIEVED  FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

THIS IS AN  ILLUSTRATION.  AN  ILLUSTRATION  IS NOT  INTENDED TO PREDICT  ACTUAL
PERFORMANCE.  RATES OF RETURN AND VALUES SET FORTH IN THE  ILLUSTRATION  ARE NOT
GUARANTEED.
    

LEGAL AND ACTUARIAL MATTTERS

The legal  validity of the  Certificates  described in this  Prospectus has been
passed upon by Mark J. Mahoney, Esq. of the law department of AAL. Mayer Brown &
Platt has acted as special counsel on matters related to the federal  securities
laws.

   
Actuarial  matters in this  prospectus  have been  examined  by David C.  Vanden
Heuvel  FSA,  MAAA  Director  and  Associate  Actuary,  for AAL.  His opinion on
actuarial  matters is filed as an exhibit to the  registration  statement  filed
with the Securities and Exchange Commission for the AAL Variable Account I.
    

This prospectus does not contain  financial  statements for the Separate Account
because it has not yet commenced operations, has no assets or liabilities and it
has  received  no  income  nor  incurred  any  expenses  as of the  date of this
prospectus.

   
EXPERTS

The  consolidated  financial  statements  of Aid  Association  for  Lutherans at
December  31,  1996 and 1995,  and for the years then ended,  appearing  in this
Prospectus  and  Registration  Statement have been audited by Ernst & Young LLP,
independent  auditors,  as set forth in their report thereon appearing elsewhere
herein,  and are included in reliance  upon such report given upon the authority
of such firm as experts in accounting and auditing.
    

FINANCIAL STATEMENTS

   
FINANCIAL  STATEMENTS  The  consolidated  financial  statements of AAL should be
considered only as bearing upon the ability of AAL to meet its obligations under
the  Certificates.  The consolidated  financial  statements of AAL should not be
considered  as bearing on the  investment  experience  of the assets held in any
variable account.

The most current  consolidated  financial  statements of AAL are those as of the
end of the most recent fiscal year ended December 31, 1996. AAL does not prepare
financial  statements  more  often  than  annually  in the form  required  to be
included  in  a  prospectus  and  believes  that  any  incremental   benefit  to
prospective  Certificate  Owners that may result from  preparing and  delivering
more current  consolidated  financial  statements,  though  unaudited,  does not
justify the additional cost that would be incurred.

The consolidated  financial  statements for AAL, and the accompanying Reports of
Independent Auditors, follow.
    


   
Report of Independent Auditors

The Board of Directors
Aid Association for Lutherans

We have audited the accompanying  consolidated balance sheets of Aid Association
for  Lutherans  (AAL)  as of  December  31,  1996  and  1995,  and  the  related
consolidated  statements of income,  changes in certificate  owners' surplus and
cash  flows  for the  years  then  ended.  These  financial  statements  are the
responsibility of AAL's management.  Our responsibility is to express an opinion
on these consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial position of AAL at December
31, 1996 and 1995,  and the results of its operations and its cash flows for the
years then ended, in conformity with generally accepted accounting principles.

As  discussed  in Note 1, in 1996 AAL  adopted  certain  accounting  changes  to
conform with generally  accepted  accounting  principles  for fraternal  benefit
societies.


Milwaukee, Wisconsin
March 14, 1997
    



   
Aid Association for Lutherans
Consolidated Balance Sheets

                                                    December 31 (in thousands)
               
                                                        1996             1995
Assets

Investments:

Securities available for sale, at fair value

Fixed maturities                                     $  6,948,203   $  6,879,601

Equity securities                                         539,113        453,398

Fixed maturities held to maturity, at amortized cost    4,423,637      4,069,372

Mortgage loans                                          3,298,335      2,952,533

Investment real estate                                    113,282        122,899

Certificate loans                                         501,263        500,306

Other invested assets                                      10,490         10,238

Total investments                                    $ 15,834,323   $ 14,988,347

  Cash and cash equivalents                          $    106,568   $    166,020

  Premiums and fees receivable                             12,198         11,500

  Accrued investment income                               19,9051        199,566

  Deferred acquisition costs                              704,515        643,540

  Property and equipment                                  101,725        105,511

  Assets held in separate accounts                        313,072         49,067

  Other assets                                              8,868          5,706

Total Assets                                         $ 17,280,320   $ 16,169,257

Liabilities and Certificate Owners' Surplus

  Certificate liabilities and accruals:

Future certificate benefits                          $  2,504,708   $  2,381,279

Unpaid claims and claim expenses                          101,770         89,288

Total certificate liabilities and accruals           $  2,606,478   $  2,470,567

  Certificate Owner funds                            $ 12,434,551   $ 11,838,902

  Liabilities related to separate accounts                313,072         49,067

  Other liabilities                                       135,390        127,957

Total Liabilities                                    $ 15,489,491   $414,486,493

Certificate Owners' Surplus

  Accumulated surplus                                $  1,642,126   $  1,444,084

  Unrealized appreciation on securities

    available for sale                                    148,703        238,680

Total Certificate Owners' Surplus                    $  1,790,829   $  1,682,764

Total Liabilities and Certificate Owners' Surplus    $ 17,280,320     16,169,257

See accompanying notes.
    


   
Consolidated Statements of Income

                                    Year Ended December 31

                                        (in thousands)

                                      1996         1995
Revenue

Insurance premiums                 $  364,078   $  370,222

Insurance charges                     278,774      261,376

Net investment income               1,171,590    1,115,790

Net realized investment gains          62,959       16,598

Other revenue                          68,200       41,951

Total revenue                       1,945,601    1,805,937

Benefits and expenses

Certificate claims and other          345,786      324,870
benefits

Increase in certificate reserves      134,900      143,120

Interest credited                     748,350      731,896

Surplus refunds                       105,997      103,064

Total benefits                      1,335,033    1,302,950

Underwriting, acquisition and         307,982      268,934
insurance expenses

Fraternal benefits and expenses       104,545       84,815

Total expenses                        412,527      353,749

Total benefits and expenses         1,747,560    1,656,699

Net income                         $  198,041   $  149,238
    



   
Consolidated Statements of Changes in Certificate Owners' Surplus
<TABLE>

                                       Unrealized              Accumulated          Total certificate
                                       appreciation            surplus              owners' surplus
                                       (depreciation) of
                                       securities available
                                       for sale(In
                                       Thousands)
<CAPTION>
<S>                                    <C>                     <C>                  <C>       
Balance at January 1, 1995             $    9,057              $  868,882           $  877,939
                                                                                    
Impact of adopting certain               -321,267                 425,964              104,697
accounting changes discussed in                                                     
Note 1                                                                              
                                                                                    
 Balance at January 1, 1995 as           -312,210               1,294,846              982,636
adjusted                                                                            
                                                                                    
Net income                                   --                   149,238              149,238
                                                                                    
 Increase in unrealized appreciation      550,890                 550,890           
of securities available for sale                                                    
                                                                                    
Balance at December 31, 1995              238,680               1,444,084            1,682,764
                                                                                    
Net income                                   --                   198,041              198,041
                                                                                    
Decrease in unrealized appreciation       -89,976                    --                -89,976
of securities available for sale                                                    
                                                                                    
Balance at December 31, 1996           $  148,704              $1,642,125           $1,790,829
                                                                           
</TABLE>



   
Consolidated Statements of Cash Flows

                                                       Year Ended December 31
     
                                                            (in thousands)

                                                          1996         1995

Operating Activities:

Net Income                                             $  198,041   $  149,238

Adjustments to  reconcile  net  income  to  net  
cash  provided  by  operating activities:

Increase in certificate liabilities and accruals          135,911    4,143,359

Increase in certificate owner funds                       449,570      474,774

Increase in deferred acquisition costs                    -17,547      -32,026

Realized gains on investments                             -63,219      -17,530

Provisions for amortization and depreciation               20,309       19,120

Changes in other assets and liabilities                     4,166       -5,698

Net cash provided by operating activities                 727,231      731,237

Investing Activities:

Securities available for sale:

Purchases - fixed maturities                           -2,311,534   -2,218,311

Sales - fixed maturities                                1,606,098    1,256,300

Maturities - fixed maturities                             476,592      565,516

Purchases - equities                                     -203,720     -229,771

Sales - equities                                          201,119      123,108

Securities held to maturity:

Purchases                                                -785,732     -601,390

Maturities                                                435,374      369,741

Mortgage loans funded                                    -559,005     -478,622

Mortgage loans repaid                                     207,904      166,830

Certificate loans, net                                       -957       -6,873

Other                                                       1,099     -102,670

Net cash used in investing activities                    -932,762   -1,156,142

Financing Activities:

Universal life and investment contract receipts         1,086,856    1,248,664

Universal life and investment contract withdrawals       -940,777     -791,821

Net cash provided by financing activities                 146,079      456,843

Net increase (decrease) in cash and cash equivalents      -59,452       31,938

Cash and cash equivalents, beginning of year           $  106,020   $  166,020

Cash and cash equivalents, end of year                 $  106,568
    



   
Notes to Consolidated Financial Statements

December 31, 1996

Note 1.  Summary of Significant Accounting Policies

Nature of Operations

AAL is the nation's  largest  fraternal  benefit  society in terms of assets and
individual  life  insurance in force.  It provides its 1.7 million  members with
life  insurance and retirement  products  (both fixed and variable),  as well as
disability income and long-term care insurance, in most states. Mutual funds are
offered to members by AAL's  wholly-owned  subsidiary,  AAL  Capital  Management
Corporation.  Credit union services are available to members from the AAL Member
Credit  Union,  an  affiliate  of AAL. AAL members are served by more than 2,000
district representatives across the country.

Basis of Presentation

The accompanying  consolidated  financial statements of AAL and its wholly-owned
subsidiaries have been prepared in accordance with generally accepted accounting
principles  ("GAAP").  Prior to 1996,  AAL prepared its financial  statements in
conformity   with  accounting   practices   prescribed  by  the  Office  of  the
Commissioner of Insurance of the State of Wisconsin (statutory-basis) which were
considered  GAAP  for  fraternal  benefit  societies.  FASB  Interpretation  40,
Applicability  of  Generally  Accepted  Accounting  Principles  to  Mutual  Life
Insurance and Other Enterprises  ("FIN 40"), as amended,  which is effective for
1996  annual   financial   statements   and   thereafter,   no  longer   permits
statutory-basis  financial  statements  to be  described  as being  prepared  in
conformity with GAAP.  Accordingly,  AAL has adopted GAAP including Statement of
Financial  Accounting  Standards  120,  Accounting  and Reporting by Mutual Life
Insurance  Enterprises and by Insurance  Enterprises  for Certain  Long-Duration
Participating   Contracts  ("FAS  120"),  which  addresses  the  accounting  for
long-duration and short-duration insurance and reinsurance contracts,  including
all participating business.

Pursuant to the requirements of FIN 40 and FAS 120, the effect of the changes in
accounting  have been  applied  retroactively  and the  previously  issued  1995
financial  statements  have been  restated  for the  change.  The  effect of the
changes  applicable to years prior to January 1, 1995,  has been  presented as a
restatement of certificate owners' surplus as of that date.

The  adoption  had the  effect of  increasing  net  income  for 1996 and 1995 by
approximately $68,339,000 and $34,772,000, respectively.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial  statements and accompanying notes.
Actual results could differ from those estimates.

Principles of Consolidation

The  consolidated   financial  statements  include  the  accounts  of  AAL,  its
wholly-owned subsidiary,  AAL Holdings Inc., and its wholly-owned  subsidiaries,
including AAL Capital  Management  Corporation and North Meadows Investment Ltd.
All significant intercompany transactions are eliminated.

The  significant  accounting  practices  used in  preparation  of the  financial
statements are summarized on the following pages:

Investments

Investments in fixed  maturities are classified as available for sale or held to
maturity  according  to  the  holder's  intent.  Securities  classified  in  the
available  for sale  category  are  carried at fair  value and  consist of those
securities  which AAL intends to hold for an  indefinite  period of time but not
necessarily to maturity. Securities in the held to maturity category are carried
at  amortized  cost and  consist of those which AAL has both the ability and the
positive  intent to hold to maturity.  Changes in fair values of  available  for
sale  securities,  after  adjustment of deferred  acquisition  costs (DAC),  are
reported as unrealized  appreciation  or  depreciation  directly in  certificate
owners' surplus and, accordingly,  have no effect on net income. The DAC offsets
to the unrealized  appreciation or depreciation  represent valuation adjustments
of DAC that would have been  required  as a charge or credit to  operations  had
such  unrealized  amounts been  realized.  The amortized  cost of fixed maturity
investments classified as available for sale and as held to maturity is adjusted
for  amortization  of premiums and accretion of discounts  calculated  using the
effective  interest  method.  That  amortization or accretion is included in net
investment  income.  Mortgage  loans  generally are stated at their  outstanding
unpaid  principal  balances.  Interest income is accrued on the unpaid principal
balance.  Discounts  and  premiums  are  amortized  to income using the interest
method.  Investment  real  estate  is  valued  at  original  cost  plus  capital
expenditures  less accumulated  depreciation  and  write-downs.  Depreciation is
computed using the  straight-line  method over the estimated  useful life of the
property.   Accumulated   depreciation  and  write-downs  were  $37,763,000  and
$34,660,000, at December 31, 1996 and 1995, respectively.

Certificate  loans are generally valued at the aggregate unpaid balances.  Other
investments, consisting of limited partnerships, are valued on the equity basis.
All  investments  are carried net of  allowances  for declines in value that are
other than  temporary;  the changes in those  reserves  are reported as realized
gains or  losses  on  investments.  Realized  gains  and  losses  on the sale of
investments  and declines in value  considered  to be other than  temporary  are
recognized   in  the   Consolidated   Statements   of  Income  on  the  specific
identification basis.

Cash and Cash Equivalents

Cash and cash  equivalents  are carried at cost and  include  all highly  liquid
investments purchased with an original maturity of three months or less.

Deferred Acquisition Costs

Costs which vary with and are primarily  attributable  to the  production of new
business have been deferred to the extent such costs are deemed recoverable from
future  profits.  Such  costs  include  commissions,   selling,   selection  and
certificate issue expenses. For interest sensitive life,  participating life and
investment products,  these costs are amortized in proportion to estimated gross
profits  from  interest,  mortality  and  other  margins  under  the  contracts.
Amortization of acquisition  costs for other  certificates is charged to expense
in proportion to premium revenue recognized.

Property and Equipment

Property and equipment are recorded at cost less accumulated  depreciation.  The
cost of property and equipment is being depreciated by the straight-line  method
over the estimated useful lives.  Accumulated  depreciation was $103,938,000 and
$100,869,000 at December 31, 1996 and 1995, respectively.

Certificate Liabilities and Accruals

Reserves for future  certificate  benefits for participating  life insurance are
net level reserves computed using the same interest and mortality assumptions as
used to compute the cash value.  Reserves  for future  certificate  benefits for
non-participating  life  insurance are also net level  reserves,  computed using
assumptions  as to  mortality,  interest and  withdrawal,  with a provision  for
adverse deviation. Interest assumptions generally range from 2.5% to 4.0%.

Reserves  for future  certificate  benefits for  universal  life  insurance  and
deferred  annuities  consist of certificate  account balances before  applicable
surrender  charges.  The average  interest rate credited to account  balances in
1996 was 7.6% for universal life, 5.8% for portfolio-average deferred annuities,
and  ranged  from 5.7% to 6.3% for  investment  generation  deferred  annuities,
(IGA), introduced in 1995.

Reserves for accident  and health  certificates  are  generally  computed  using
current pricing  assumptions.  The interest rate assumptions  range from 3.5% to
5.0%.  Reserves  are  computed  using a net level  reserve  method for  Medicare
supplement  certificates,  a one-year preliminary term method for long-term care
certificates,  and a two-year  preliminary  term  method for  disability  income
certificates.

Claim reserves are established for future payments not yet due on claims already
incurred, relating primarily to accident and health certificates. These reserves
are based on past  experience  and  applicable  morbidity  tables.  Reserves are
continuously  reviewed and updated,  with any resulting adjustments reflected in
current operations.

Separate Accounts

Separate  account assets and liabilities  reported in the  accompanying  balance
sheets  represent funds that are separately  administered  for variable  annuity
contracts,  and for which the  certificate  owner,  rather  than AAL,  bears the
investment risk. Fees charged on separate account certificate owner deposits are
included in insurance charges. Separate account assets, which are stated at fair
value based on quoted market prices, and separate account  liabilities are shown
separately in the Consolidated Balance Sheets. Operating results of the separate
accounts are not included in the Consolidated Statements of Income.

Insurance Premiums and Charges

For life and some annuity  contracts  other than  universal  life or  investment
contracts,  premiums are  recognized as revenues over the premium paying period,
with  reserves for future  benefits  established  on a prorated  basis from such
premiums.

Revenues for universal life and investment  contracts  consist of policy charges
for the cost of insurance,  policy administration and surrender charges assessed
during the period.  Expenses  include interest  credited to certificate  account
balances  and  benefits  incurred  in excess of  certificate  account  balances.
Certain profits on limited payment certificates are deferred and recognized over
the certificate term. For accident and health  certificates,  gross premiums are
prorated over the contract term of the  certificates  with the unearned  premium
included in the certificate reserves.

Surplus Refunds

Surplus refunds are recognized  over the  certificate  year and are reflected in
the  Consolidated   Statements  of  Income.   The  majority  of  life  insurance
certificates,  except for universal life and term certificates, begin to receive
surplus refunds at the end of the second  certificate year.  Surplus refunds are
not   currently   being  paid  on   interest-sensitive   and  health   insurance
certificates.  Surplus  refund  scales are  approved  annually by AAL's Board of
Directors.

Fraternal Benefits

Fraternal  benefits and expenses  includes all  fraternal  activities as well as
expenses  incurred to provide or  administer  fraternal  benefits,  and expenses
related  to  AAL's  fraternal  character.  This  would  include  items  such  as
benevolences  to help meet the needs of people,  educational  benefits  to raise
community  and family  awareness  of an issue,  as well as various  programs and
church grants.  Expenses, such as those necessary to maintain the branch system,
are also included.

Other Revenue

Other revenue consists primarily of concessions and investment  advisory fees of
AAL Capital Management Corporation.

Income Taxes

AAL, a fraternal benefit society,  qualifies as a tax-exempt  organization under
the Internal  Revenue  Code.  Accordingly,  income  received by AAL is generally
exempt from taxation. AAL's wholly-owned subsidiaries are subject to federal and
state taxation.

Note 2.  Investments

AAL's  investments  in  available  for  sale  securities  and  held to  maturity
securities are summarized as follows:
    

   
<TABLE>

                                    Amortized Cost    Gross            Gross            Estimated Fair
                                                      Unrealized       Unrealized       Value
                                                      Gains            Losses

                                                         (Thousands)

<CAPTION>
Available for Sale Securities at
December 31, 1996

Fixed Maturity Securities

<S>                                 <C>               <C>               <C>             <C>       
Loan Backed Obligations of U.S.     $  292,421        $    2,625        -$1,276         $  293,770
Government Corporations and                                                           
Agencies                                                                              
                                                                                      
Obligations of other governments,      278,167             5,907         -1,348              282,726
states and political subdivisions                                                     
                                                                                      
Corporate Bonds                      4,491,290            73,719        -48,044           4,516,965
                                                                                      
Mortgage and Asset-Backed            1,877,261            15,114        -37,633           1,854,742
Securities                                                                            
                                                                                      
Total Fixed Maturity Securities      6,939,139            97,365        -88,301           6,948,203
                                                                                      
Equity Securities                      396,788           142,325              0             539,113
                                                                                      
Total                               $7,335,927        $  239,690       -$88,301         $7,487,316
                                                                                 
</TABLE>



   
<TABLE>
                                    Amortized Cost  Gross           Gross         Estimated 
                                                    Unrealized      Unrealized    Fair Value
                                                    Gains           Losses

                                                                 (Thousands)

<CAPTION>
Held to Maturity Securities at
December 31, 1996

Fixed Maturity Securities

<S>                                 <C>             <C>                <C>        <C>       
Loan Backed Obligations of U.S.     $   42,106      $    1,881         -$782      $   43,205
Government Corporations and                                                     
Agencies                                                                        
                                                                                
Obligations of other governments,      397,200          15,875        -3,999         409,076
states and political subdivisions                                               
                                                                                
Corporate Bonds                         74,908           1,052        -1,248          74,712
                                                                                
Mortgage and Asset-Backed            3,064,485         141,260       -13,766       3,191,979
Securities                                                                      
                                                                                
Total Fixed Maturity Securities        844,938          14,086        -8,030         850,995
                                                                                
Total                               $4,423,637      $  174,154      -$27,825      $4,569,967

</TABLE>
                                                                             

<TABLE>
                       Amortized Cost     Gross Unrealized   Gross Unrealized   Estimated Fair
                                          Gains              Losses             Value

<CAPTION>
Available for sale                                (In Thousands)
securities at
December 31, 1995

Fixed maturity
securities

<S>                    <C>                <C>                <C>                <C>       
Loan backed            $  329,257         $    5,949         $        0         $  335,206
obligations of U.S.                                                           
Government                                                                    
corporations and                                                              
agencies                                                                      
                                                                              
Obligations of other      276,646             14,882                  0            291,528
governments, states                                                           
and political                                                                 
subdivisions                                                                  
                                                                              
Corporate bonds         4,074,798            170,609             -6,799          4,238,608
                                                                              
Mortgage &              2,002,772             21,040             -9,553          2,014,259
asset-backed                                                                  
securities                                                                    
                                                                              
Total fixed maturity    6,683,473            212,480            -16,352          6,879,601
securities                                                                    
                                                                              
Equity securities         364,732             88,666                               453,398
                                                                              
Total                  $7,048,205         $  301,146           -$16,352         $7,332,999
                                                                        
</TABLE>



<TABLE>

                            Amortized Cost    Gross             Gross          Estimated Fair
                                              Unrealized Gains  Unrealized     Value
                                                                Losses

<CAPTION>
Held to maturity                                      (In Thousands)
securities at December
31, 1995

Fixed maturity securities

<S>                         <C>               <C>                  <C>         <C>       
U.S. Treasury securities    $   60,412        $    3,385          -$328        $   63,469
and non-loan backed                                                           
obligations of U.S.                                                           
Government corporations                                                       
and agencies                                                                  
                                                                              
Loan backed obligations        429,971            28,017           -154           457,834
of U.S Government                                                             
corporations and agencies                                                     
                                                                              
Obligations of other            81,608             1,961           -245            83,324
governments, states and                                                       
political subdivisions                                                        
                                                                              
Corporate bonds              2,908,531           205,654         -4,660         3,109,525
                                                                              
Mortgage & asset-backed        588,850            19,880           -455           608,275
securities                                                                    
                                                                              
                            $4,069,372        $  258,897        -$5,842        $4,322,427
    
</TABLE>
                                                                         
   
The amortized  cost and  estimated  fair value of fixed  maturity  securities at
December 31, 1996, by contractual maturity, are shown below. Expected maturities
will differ from contractual  maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.
    


<TABLE>
   
                            Available for sale                  Held to maturity

                            Amortized Cost   Fair Value     Amortized Cost   Fair Value

                                                (In Thousands)

<CAPTION>
<S>                             <C>          <C>            <C>              <C>       
Due in one year or less         $42442       $   42,613     $  124,011       $  125,181
                                                                             
Due after one year           2,690,343        2,713,062      1,208,261        1,247,610
through five years                                                           
                                                                             
Due after five years         1,817,920        1,819,148      1,176,274        1,230,269
through ten years                                                            
                                                                             
Due after ten years            218,752          224,868        672,953          706,836
                                                                             
Total fixed maturity         4,769,457        4,799,691      3,181,499        3,309,896
securities excluding                                                         
mortgage and                                                                 
asset-backed bonds                                                           
                                                                             
Loan-backed obligations        292,421          293,770        397,200          409,076
of U.S. Government                                                           
corporations and agencies                                                    
                                                                             
Mortgage and                 1,877,261        1,854,742        844,938          850,995
asset-backed securities                                                      
                                                                             
Total fixed maturity        $6,939,139       $6,948,203     $4,423,637       $4,569,967
securities                                                               
    
</TABLE>

   
Major categories of AAL's investment income are summarized as follows:

                                       Year Ended             Year Ended
                                    December 31, 1996      December 31, 1995

                                                 (In Thousands)

Fixed maturity securities                 $828,565            $807,481

Equity securities                           11,030               7,973

Mortgage loans                             284,534             256,251

Investment real estate                      21,998              20,418

Certificate loans                           34,882              34,618

Other invested assets                        6,666               3,665

Gross investment income                  1,187,675           1,130,406

Investment expenses                         16,085              14,616

Net investment income                   $1,171,590          $1,115,790
    

   
AAL's realized gains and losses on investments are summarized as follows:

                                     December 31, 1996   December 31, 1995

                                                     (Thousands)

Securities Available for Sale

Fixed Maturity Securities

Gross Realized Gains                     $41,313            $32,443

Gross Realized Losses                     -9,058             -8,955

Equity Securities

Gross Realized Gains                      37,001             18,209

Gross Realized Losses                     -7,546             -4,960

Other Investments, Net                     1,249            -20,139

Net Realized Gains                       $62,959            $16,598
    

   
Net unrealized gains on available for sale securities were credited  directly to
certificate owners' surplus, as follows:
    

   
                                         December 31, 1996     December 31, 1995

                                                      (Thousands)

Fair Value Adjustment to Available             $151,389             $284,794
for Sale Securities

Decrease in Deferred Acquisition                 -2,686              -46,114
Costs

Net Unrealized Gains on Available              $148,703             $238,680
for Sale Securities
    

   
The increase  (decrease)  in unrealized  appreciation  on  investments  in fixed
maturity and equity securities is as follows:
    


   
Year Ended December 31                        1996             1995

                                                   (Thousands)

Fixed Maturity Securities                   -$187,063        $630,394
Available for Sale

Equity Securities Available for                53,659          79,610
Sale

Deferred Acquisition Costs                     43,428        -159,114

Total                                        -$89,976        $550,890
    




   
AAL invests in mortgage  loans,  principally  involving  commercial real estate.
Such  investments  consist of first mortgage liens on completed income producing
properties.  AAL manages its  investments in mortgage loans to limit credit risk
by diversifying among various geographic regions and property types follows:
    

   
                  Principal 1996   Principal 1995    Percent 1996   Percent 1995

                                               (Thousands)

Geographic Region

Pacific                $1,148,613       $1,086,817          33.4        35.2
                                                                      
South Atlantic          1,204,145        1,108,102          35          35.9
                                                                      
Midwest                   652,296          571,206          19          18.5
                                                                      
Other                     432,983          320,810          12.6        10.4
                                                                      
Total Mortgage Loans   $3,438,037       $3,086,935         100         100
                                                                      
Property Type                                                         
                                                                      
Office                 $1,035,954       $1,001,258          30.1        32.4
                                                                      
Industrial              1,056,824          929,260          30.7        30.1
                                                                      
Retail                    448,101          431,798          13          14
                                                                      
Residential               433,128          357,021          12.6        11.6
                                                                      
Church                    184,259          160,560           5.4         5.2
                                                                      
Other                     279,771          207,038           8.2         6.7
                                                                      
Total Mortgage Loans   $3,438,037       $3,086,935         100         100
                                                                  

   
The following table presents changes in the allowance for credit losses:

                                        1996                  1995

                                                (Thousands)

Balance at January 1                  $134,402              $142,402

Provision for Credit Losses              9,066                18,138

Charge offs                             -3,766               -26,138

Recoveries                                   0               134,402

Balance at December 31                $139,702              $134,402
    

   
AAL's  investment in mortgage loans includes  $281,876,000  and  $261,500,000 of
loans that are  considered  to be  impaired  as of  December  31, 1996 and 1995,
respectively,  for which the related allowance for credit losses are $56,043,000
and  $60,010,000  at December  31,  1996 and 1995,  respectively.  AAL  recorded
interest  income on impaired loans of $19,366,000  and  $18,259,000 for 1996 and
1995 respectively.
    





   
Note 3.  Deferred Acquisition Costs

The changes in deferred acquisition costs are as follows:

                                   (Thousands)
<TABLE>

                       Life Universal    Life Other      Annuities        Health          Total

<CAPTION>
<S>                      <C>             <C>             <C>             <C>             <C>     
Balance at January 1,    $404,955        $ 80,309        $228,918        $ 56,446        $770,628
1995                                                                                   
                                                                                       
Acquisition costs                                                                      
deferred                                                                               
                                                                                       
Commissions, net of        36,989          10,290          23,795           9,219          80,293
certificate charges                                                                    
                                                                                       
other costs                13,192           4,834           4,960           5,409          28,395
                                                                                       
total deferred             50,181          15,124          28,755          14,628         108,688
                                                                                       
Acquisition costs         -49,084          -5,665         -18,907          -3,006         -76,662
amortized                                                                              
                                                                                       
Increase in deferred        1,097           9,459           9,848          11,622          32,026
acquisition costs                                                                      
                                                                                       
Decrease related to       -70,645          -7,707         -80,762               0        -159,114
unrealized gains on                                                                    
fixed maturities                                                                       
recorded as a separate                                                                 
component of                                                                           
certificate owner                                                                      
surplus                                                                                
                                                                                       
Total increase            -69,548           1,752         -70,914          11,622        -127,088
(decrease)                                                                             
                                                                                       
Balance as of December    335,407          82,061         158,004          68,068         643,540
31, 1995                                                                               
                                                                                       
Acquisition costs                                                                      
deferred                                                                               
                                                                                       
Commissions, net of        34,046          10,756          24,316           9,509          78,627
certificate charges                                                                    
                                                                                       
other costs                12,064           4,758           5,165           5,512          27,499
                                                                                       
total deferred             46,110          15,514          29,481          15,021         106,126
                                                                                       
Acquisition costs         -59,213         -12,021         -14,915           -2430         -88,579
amortized                                                                              
                                                                                       
Increase in deferred      -13,103           3,493          14,566          12,591          17,547
acquisition costs                                                                      
                                                                                       
Increase related to        19,160           1,936          22,332               0           43428
unrealized gains on                                                                    
fixed maturities                                                                       
recorded as a separate                                                                 
component of                                                                           
certificate owner                                                                      
surplus                                                                                
                                                                                       
Total increase              6,057           5,429          36,898          12,591          60,975
(decrease)                                                                             
                                                                                       
Balance as of December   $341,464        $ 87,490        $194,902        $ 80,659        $704,515
31, 1996                                                                          
</TABLE>
    

   
Note 4.  Retirement and Savings Plans

Retirement Plans

AAL has noncontributory defined benefit pension plans covering substantially all
home office and field  employees.  AAL makes annual  contributions  to the plans
that meet or exceed the minimum  amounts  specified by the  Employee  Retirement
Income  Security Act of 1974. AAL  contributed  $6,993,000 and $4,778,000 to the
plans in 1996 and 1995,  respectively.  The accumulated  benefit obligation does
not reflect the actual benefits that will be paid on retirement,  but rather the
liability  that would  exist if the plans were  terminated  as of the  valuation
dates. Therefore, as part of the funding process that considers future benefits,
net assets are held in excess of the  accumulated  benefit  obligation.  Pension
plan  assets are  invested  primarily  in  corporate  bonds,  listed  stocks and
commercial paper. The following tables set forth the amounts recognized in AAL's
financial statements and the plans' funding status.
    

   
                                    December 31(in thousands)

                                        1996           1995

Actuarial Value of Benefit
Obligations

Vested Benefits                      -$144,356       -$132,823
                                                   
Nonvested Benefits                     -6,467          -5,854
                                                   
Accumulated benefit Obligation       -150,823        -138,677
                                                   
Projected Benefit Obligation of      -202,489        -190,028
Service Rendered to Date                           
                                                   
Plan Assets at Fair Value              242837         213,512
                                                   
Funded Status-Excess of Plan           40,348          23,484
Assets over Projected Benefit                      
Obligation                                         
                                                   
Unrecognized Net Loss from Actual     -30,762         -13,876
Experience Different from that                     
Assumed and Impact of Changes in                   
Assumptions                                        
                                                   
Prior Service Benefit Not Yet             903             969
Recognized in Net Pension Cost                     
                                                   
Unrecognized net obligation at        -11,697         -13,733
transition to Statement 87 on                      
January 1, 1987, being recognized                  
over a period of 18 years                          
                                                   
Accrued pension liability              -1,208          -3,156
included in other liabilities                      
                                                   
Net Pension Cost includes the                      
following components                               
                                                   
Service Cost                            8,902           7,736
                                                   
Interest Cost                          14,862          13,742
                                                   
Actual return on Plan Assets          -31,061         -45,008
                                                   
Net Amortization and Deferred item     12,342          27,844
                                                   
Net Pension Cost                     $  5,045        $  4,296
                                              

The  following   summarizes  certain  assumptions   included  in  the  preceding
schedules:
    

   
                                    December 31, 1996        December 31, 1995

Assumed Discount Rate                     8.0%                     8.0%

Expected Long-Term Rate of Return         8.5%                     8.5%
on Plan Assets

Rate of Increase in Future                4.0-6.0%                 4.0-6.0%
Compensation levels
    

   
Savings Plan

AAL also has a contributory savings plan covering  substantially all home office
and field  employees.  The plan is defined under  Internal  Revenue Code section
401(k) as a profit sharing savings plan that allows participant contributions on
a before-tax basis as well as an after-tax basis.  AAL's total  contributions to
the plan for 1996 and 1995 were $3,609,000 and $3,537,000, respectively.

Note 5.  Postretirement Benefits Other Than Pensions

AAL provides health and life insurance  benefits for  substantially  all retired
home office and field  employees.  AAL accrues for the projected  future cost of
providing  postretirement  benefits  other than  pensions as an expense over the
service life of employees.

The  following  tables  set  forth the  amounts  recognized  in AAL's  financial
statements and the postretirement benefit plan's funding status
    

   
                                            December 31(in thousands)

                                             1996                   1995

Actuarial Value of Benefit
Obligations:

Retirees                                  -$18,915               -$18,957

Fully Eligible Plan Participants            -6,301                 -5,529

Other Active Participants                  -11,975                -11,318

Total Accumulated Other                    -37,191                -35,804
Postretirement Benefits

Unrecognized net Loss                       -2,848                 -2,238

Other Post retirement Liabilities         -$40,039               -$38,042
    

   
The  components  of the net periodic  postretirement  benefit  cost  reported in
operations are summarized as follows:
    

   
                                         December 31(in thousands)

                                           1996              1995

Service benefits earned                   $1,385            $1,354

Interest cost on benefit                   2,771             3,063
obligation

Actual return on plan assets                   0                 0

Net amortization and deferral                  0                 0

Net periodic postretirement               $4,156            $4,417
benefit
    

   
The discount rate used in determining  the  accumulated  postretirement  benefit
obligation  was 8.0 percent for 1996 and 1995,  and  generally,  the health care
cost trend rate  estimate  was 6.0 percent per year.  The health care cost trend
rate assumption can have a significant effect on the amounts reported.  However,
a one percentage point increase in the assumed health care cost trend rate would
not be significant to AAL.

Note 6.  Synopsis of Statutory Financial Results

The accompanying  financial  statements differ from those prepared in accordance
with  statutory  accounting  practices  prescribed  or permitted  by  regulatory
authorities.  The more  significant  differences  are as  follows:  (a)  certain
acquisition  costs of new business are deferred and amortized  rather than being
charged to operations as incurred;  (b) the liabilities  for future  certificate
benefits and expenses are based on reasonably conservative estimates of expected
mortality,  interest, withdrawals and future maintenance and settlement expenses
rather  than using  statutory  rates for  mortality  and  interest;  (c) certain
assets, principally cost in excess of net assets acquired, furniture,  equipment
and agents'  debit  balances are reported as assets rather than being charged to
certificate  owners'  surplus  and  excluded  from the  balance  sheet;  (d) the
interest maintenance reserve and asset valuation reserve are reported as part of
certificate  owners'  surplus  rather than as a liability;  and (e) revenues for
universal life and  investment-type  contracts  include  mortality,  expense and
surrender  charges levied against the certificate  owners'  accounts rather than
including  as revenues  the premiums  received on these  certificates.  Expenses
include  interest added to the certificate  owners' accounts rather then reserve
changes  related  to  the  investment  portion  of  these  policies.  Summarized
statutory-basis   financial   information  for  Aid  Association  for  Lutherans
Fraternal Benefit Society on an unconsolidated basis is as follows:
    

   
                                             December 31(in thousands)

                                            1996                   1995

Assets                                  $16,671,018             $15,442,524

Liabilities                              15,577,883              14,499,841

Unassigned Funds                          1,093,135                 942,683

Total Liabilities and Unassigned        $16,671,018             $15,442,524
Funds


                                               December 31(in thousands)

                                           1996                    1995

Premium Income and Certificate          $1663,403               $1,665,995
Proceeds

Net Investment Income                    1162,629                1,110,545

Other Income                               23,647                   17,179

Total Income                            $2849,679               $2,793,719



                                               December 31(in thousands)

                                            1996                   1995

Reserve increase                          $741,518              $1,078,575

Certificate Owners' benefits             1,285,702               1,112,138

Surplus refunds                            107,472                 102,772

Commissions and operating costs            367,155                 338,908

Other                                      226,097                  48,955

Total benefits and expenses             $2,727,944              $2,681,348
    

   
Note 7.  Fair Value of Financial Instruments

The  following  methods  and  assumptions  were used in  estimating  fair  value
disclosures for financial instruments:

Cash and Cash Equivalents

The  carrying  amounts  reported in the  accompanying  balance  sheets for these
instruments approximate their fair values.

Investment Securities

Fair values for fixed  maturity  securities  are based on quoted  market  prices
where available, or are estimated using values obtained from independent pricing
services.  All fixed maturity issues are  individually  priced based on year-end
market conditions,  the credit quality of the issuing company, the interest rate
and the  maturity  of the  issue.  The fair  values  for  investments  in equity
securities are based on quoted market prices.

Mortgage Loans

The fair values for mortgage  loans are  estimated  using  discounted  cash flow
analyses,  based on interest rates  currently being offered for similar loans to
borrowers with similar credit ratings.  Loans with similar  characteristics  are
aggregated for purposes of the calculations.

Certificate Loans

The carrying amounts reported in the accompanying balance sheets for these loans
are considered to be reasonable estimates of their fair value.

Financial Liabilities

The fair values for AAL's liabilities under investment-type  contracts,  such as
deferred  annuities and other  liabilities,  including  supplementary  contracts
without life  contingencies,  deferred income settlement  options and refunds on
deposit,  are estimated to be the cash  surrender  value payable upon  immediate
withdrawal.   These  amounts  are  included  in  certificate   reserves  in  the
accompanying balance sheets.

The cost and estimated fair value of AAL's financial instruments are as follows:
    

   
                     1996 Cost    1996 Estimated    1995 Cost    1995 Estimated
                                   Fair Value                     Fair Value

                                   (Thousands)

Financial Assets

Fixed maturities        $11,362,776   $11,518,170   $10,752,845   $11,202,027

Equity Securities           396,788       539,113       364,732       453,398

Mortgage Loans            3,298,335     3,633,788     2,952,533     3,511,314

Cash and Cash               106,568       106,568       166,020       166,020
equivalents

Certificate loans           501,263       501,263       500,306       500,306

Financial Liabilities

Deferred Annuities        7,393,259     7,291,815     7,169,742     7,047,240

other                       521,632       519,688       471,120       469,475
    

   
                                                    Year Ended

                                     December 31, 1996       December 31, 1996

Net gain from operations                 $121,735                $112,371

Net realized capital gain                   7,967                   2,095

Net income                               $129,702                $114,466

Note 8.  Contingent Liabilities

AAL is involved in various lawsuits and contingencies  that have arisen from the
normal conduct of business.  Contingent liabilities arising from litigation, tax
and other  matters are not  considered  material  in  relation to the  financial
position of AAL. AAL has not made any provision in the financial  statements for
liabilities, if any, that might ultimately result from these contingencies.




Part II
    

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities  Exchange
Act of 1934,  the  undersigned  Registrant  hereby  undertakes  to file with the
Securities and Exchange Commission such supplementary and periodic  information,
documents  and reports as may be  prescribed  by any rule or  regulation  of the
Commission  heretofore or hereafter duly adopted pursuant to authority conferred
in that section.

RULE 484 UNDERTAKING

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the  Registrant  pursuant to the  foregoing  provisions,  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 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.

The Bylaws of Aid Association  for Lutherans do provide for the  indemnification
of officers, directors, employees or agents of the Company.

REPRESENTATION PURSUANT TO SECTION 26(e)(2)(A)

AAL represents that the fees and charges deducted under the Certificate,  in the
aggregate,  are  reasonable in relation to the services  rendered,  the expenses
expected to be incurred and the risks assumed by AAL.

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

     The facing sheet.
     Cross Reference Sheet
     The prospectus consisting of ___ pages. Undertaking to file reports.
     Rule 484 undertaking.
     Representation pursuant to Section 26(e)(2)(A).
     The signatures.
     Written consents of the following persons:
         Mark J. Mahoney, Esq.
         Mayer, Brown & Platt
         Ernst & Young LLP
         David C. Vanden Heuvel, Actuary



     The following  exhibits,  corresponding to those required by paragraph A of
     the instructions as to exhibits in Form N-8B-2:

        1.A.
          (1)  Resolution  of the  Board of  Directors  of Aid  Association  for
               Lutherans establishing AAL Variable Life Account I
          (2)  Not Applicable
          (3)  (a)    Form of Underwriting Agreement
               (b)    Form of Distribution Agreement (see (3)(a)
               (c)    Schedule of Sales Commissions
          (4)  Not applicable
          (5)  (a)    Specimen Flexible Premium Variable Universal Life
                      Insurance Certificates
   
               (b)    Certificate Riders and Endorsements
               (c)    Application Forms*
    
          (6)  (a)    Articles of Incorporation of Aid Association for Lutherans
               (b)    By-laws of Aid Association for Lutherans
          (7)  Not  applicable
          (8)  Form  of  participation  agreement
   
          (9) Not applicable

          (10) Not applicable
    


          B.   Not applicable

          C.   Not applicable

     2.   Opinion and consent of Mark J.  Mahoney,  Esq.,  as to the legality of
          the securities being registered

     3.   Not applicable

     4.   Not applicable

     5.   Not applicable

   
     6. Opinion and consent of David C. Vanden  Heuvel,  FSA,  MAAA Director and
Associate Actuary , as to actuarial
    
          matters pertaining to the securities being registered

     7.   (a) Consent of Ernst & Young LLP, Independent  Auditors (b) Consent
          of Mayer Brown & Platt.





                                  SIGNATURES

   
Pursuant to the requirements of the Securities Act of 1933, the registrant,  AAL
Variable Life Account, has duly caused this registration  statement to be signed
on its behalf by the undersigned  thereunto duly authorized,  and its seal to be
hereunto  affixed and  attested,  all in the City of  Appleton  and the State of
Wisconsin, on this day of November 14, 1997.
    

                                       Aid Association for Lutherans
                                       Variable Life Account
(SEAL)                                          (Registrant)

                                       By: Aid Association for Lutherans
                                                (Depositor)

Attest:   /s/ Woodrow Eno        By:   /s/ John O. Gilbert
         ------------------------      ----------------------------------
         Woodrow Eno                   John O. Gilbert
         Vice President-Counsel        President
         and Secretary, Secretary      Aid Association for Lutherans
         of the Board

   
Pursuant to the  requirements of the Securities Act of 1933, Aid Association for
Lutherans has duly caused this registration statement to be signed on its behalf
by the  undersigned  thereunto  duly  authorized,  and its  seal to be  hereunto
affixed and attested, all in the City of Appleton and the State of Wisconsin, on
the day of November 14, 1997.
    

                                       Aid Association for Lutherans

(SEAL)

Attest:   /s/ Woodrow E. Eno                By:  /s/ Robert Lyle
         -----------------------            ---------------------------------
         Woodrow E. Eno                     Robert Lyle 
         Vice President-Counsel             Vice President and Actuary
         and Secretary, Secretary           Aid Association for Lutherans
         of the Board

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement  has been  signed  below by the  following  persons in the  capacities
indicated on the date(s) set forth below.

/s/ John O. Gilbert        President and Chief Executive Officer
- -----------------------    (Principal Executive Officer)
John O. Gilbert            
November 14, 1997

/s/ Ronald G. Anderson     Chief Financial Officer
- -----------------------
Ronald G. Anderson

/s/ Carl Rudolph           (Principal Financial Officer,
- -----------------------    Principal Accounting Officer)       November 14 ,1997
Carl Rudolph               




All of the Board of Directors:

- -----------------------
Herbert J. Arkebauer

- -----------------------
Raymond G. Avischious

- -----------------------
Richard E. Beumer

- -----------------------
Kenneth Daly

- -----------------------
Elizabeth A. Duda

- -----------------------
Edward A. Engel

- -----------------------
Gary J. Greenfield

- -----------------------
Richard L. Gunderson

- -----------------------
John O. Gilbert

- -----------------------
James W. Hanson

- -----------------------
Robert H. Hoffman

- -----------------------
Rev. Thomas Zehnder

- -----------------------
Robert E. Long

- -----------------------
Robert B. Peregrine

- -----------------------
Kathi P. Seifert

- -----------------------
Roger B. Wheeler

- -----------------------
E. Marlene Wilson

   
John O. Gilbert,  by signing his name hereto,  does hereby sign this document on
behalf of each of the  above-named  Directors of Aid  Association  for Lutherans
pursuant to powers of attorney duly executed by such persons.


/s/John O. Gilbert                                   November 14, 1997
- --------------------------
John O. Gilbert
    

Attorney-in-Fact


                                POWER OF ATTORNEY


KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that the  undersigned  director  of AID
ASSOCIATION FOR LUTHERANS,  a fraternal benefit society organized under the laws
of the state of Wisconsin  (the  "Society"),  the Depositor of AAL Variable Life
Account I does hereby make,  constitute  and appoint John O. Gilbert,  Ronald G.
Anderson and Woodrow E. Eno and each or any of them, the undersigned's  true and
lawful attorneys-in-fact, with power of substitution, for the undersigned and in
the  undersigned's  name,  place and stead, to sign and affix the  undersigned's
name  as  such  director  of  such  Society  to any  Registration  Statement  or
Registration  Statements,  or other  applicable  forms  relating  to a  variable
universal life product, and all amendments including post-effective  amendments,
thereto, to be filed by such Society with the Securities and Exchange Commission
including  any state  Insurance  Commission,  if  applicable,  of shares of such
Society, and to file the same, with all exhibits thereto and other supporting or
related documents,  with such Commission,  granting unto such attorneys-in-fact,
and each of them,  full power and  authority  to do and perform any and all acts
necessary or  incidental to the  performance  and execution of the powers herein
expressly granted.

/s/ Herbert J. Arkebauer
- ----------------------------
Herbert J. Arkebauer
Director
AID ASSOCIATION FOR LUTHERANS


                                POWER OF ATTORNEY

KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that the  undersigned  director  of AID
ASSOCIATION FOR LUTHERANS,  a fraternal benefit society organized under the laws
of the state of Wisconsin  (the  "Society"),  the Depositor of AAL Variable Life
Account I does hereby make,  constitute  and appoint John O. Gilbert,  Ronald G.
Anderson and Woodrow E. Eno and each or any of them, the undersigned's  true and
lawful attorneys-in-fact, with power of substitution, for the undersigned and in
the  undersigned's  name,  place and stead, to sign and affix the  undersigned's
name  as  such  director  of  such  Society  to any  Registration  Statement  or
Registration  Statements,  or other  applicable  forms  relating  to a  variable
universal life product, and all amendments including post-effective  amendments,
thereto, to be filed by such Society with the Securities and Exchange Commission
and any state Insurance  Commission,  if applicable,  of shares of such Society,
and to file the same, with all exhibits  thereto and other supporting or related
documents, with such Commission, granting unto such attorneys-in-fact,  and each
of them,  full power and authority to do and perform any and all acts  necessary
or incidental to the  performance  and execution of the powers herein  expressly
granted.

/s/ Raymond G. Avischious
- ----------------------------
Raymond G. Avischious
Director
AID ASSOCIATION FOR LUTHERANS


                                POWER OF ATTORNEY

KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that the  undersigned  director  of AID
ASSOCIATION FOR LUTHERANS,  a fraternal benefit society organized under the laws
of the state of Wisconsin  (the  "Society"),  the Depositor of AAL Variable Life
Account I does hereby make,  constitute  and appoint John O. Gilbert,  Ronald G.
Anderson and Woodrow E. Eno and each or any of them, the undersigned's  true and
lawful attorneys-in-fact, with power of substitution, for the undersigned and in
the  undersigned's  name,  place and stead, to sign and affix the  undersigned's
name  as  such  director  of  such  Society  to any  Registration  Statement  or
Registration  Statements,  or other  applicable  forms  relating  to a  variable
universal life product, and all amendments including post-effective  amendments,
thereto, to be filed by such Society with the Securities and Exchange Commission
and any state Insurance  Commission,  if applicable,  of shares of such Society,
and to file the same, with all exhibits  thereto and other supporting or related
documents, with such Commission, granting unto such attorneys-in-fact,  and each
of them,  full power and authority to do and perform any and all acts  necessary
or incidental to the  performance  and execution of the powers herein  expressly
granted.

/s/ Richard E. Beumer
- ----------------------------
Richard E. Beumer
Director
AID ASSOCIATION FOR LUTHERANS



                                POWER OF ATTORNEY

KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that the  undersigned  director  of AID
ASSOCIATION FOR LUTHERANS,  a fraternal benefit society organized under the laws
of the state of Wisconsin  (the  "Society"),  the Depositor of AAL Variable Life
Account I does hereby make,  constitute  and appoint John O. Gilbert,  Ronald G.
Anderson and Woodrow E. Eno and each or any of them, the undersigned's  true and
lawful attorneys-in-fact, with power of substitution, for the undersigned and in
the  undersigned's  name,  place and stead, to sign and affix the  undersigned's
name  as  such  director  of  such  Society  to any  Registration  Statement  or
Registration  Statements,  or other  applicable  forms  relating  to a  variable
universal life product, and all amendments including post-effective  amendments,
thereto, to be filed by such Society with the Securities and Exchange Commission
and any state Insurance  Commission,  if applicable,  of shares of such Society,
and to file the same, with all exhibits  thereto and other supporting or related
documents, with such Commission, granting unto such attorneys-in-fact,  and each
of them,  full power and authority to do and perform any and all acts  necessary
or incidental to the  performance  and execution of the powers herein  expressly
granted.

/s/ Kenneth Daly
- ----------------------------
Kenneth Daly
Director
AID ASSOCIATION FOR LUTHERANS



                                POWER OF ATTORNEY

KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that the  undersigned  director  of AID
ASSOCIATION FOR LUTHERANS,  a fraternal benefit society organized under the laws
of the state of Wisconsin  (the  "Society"),  the Depositor of AAL Variable Life
Account I does hereby make,  constitute  and appoint John O. Gilbert,  Ronald G.
Anderson and Woodrow E. Eno and each or any of them, the undersigned's  true and
lawful attorneys-in-fact, with power of substitution, for the undersigned and in
the  undersigned's  name,  place and stead, to sign and affix the  undersigned's
name  as  such  director  of  such  Society  to any  Registration  Statement  or
Registration  Statements,  or other  applicable  forms  relating  to a  variable
universal life product, and all amendments including post-effective  amendments,
thereto, to be filed by such Society with the Securities and Exchange Commission
and any state Insurance  Commission,  if applicable,  of shares of such Society,
and to file the same, with all exhibits  thereto and other supporting or related
documents, with such Commission, granting unto such attorneys-in-fact,  and each
of them,  full power and authority to do and perform any and all acts  necessary
or incidental to the  performance  and execution of the powers herein  expressly
granted.

/s/ Elizabeth A. Duda
- ----------------------------
Elizabeth A. Duda
Director
AID ASSOCIATION FOR LUTHERANS



                                POWER OF ATTORNEY

KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that the  undersigned  director  of AID
ASSOCIATION FOR LUTHERANS,  a fraternal benefit society organized under the laws
of the state of Wisconsin  (the  "Society"),  the Depositor of AAL Variable Life
Account I does hereby make,  constitute  and appoint John O. Gilbert,  Ronald G.
Anderson and Woodrow E. Eno and each or any of them, the undersigned's  true and
lawful attorneys-in-fact, with power of substitution, for the undersigned and in
the  undersigned's  name,  place and stead, to sign and affix the  undersigned's
name  as  such  director  of  such  Society  to any  Registration  Statement  or
Registration  Statements,  or other  applicable  forms  relating  to a  variable
universal life product, and all amendments including post-effective  amendments,
thereto, to be filed by such Society with the Securities and Exchange Commission
and any state Insurance  Commission,  if applicable,  of shares of such Society,
and to file the same, with all exhibits  thereto and other supporting or related
documents, with such Commission, granting unto such attorneys-in-fact,  and each
of them,  full power and authority to do and perform any and all acts  necessary
or incidental to the  performance  and execution of the powers herein  expressly
granted.

/s/ Edward A. Engel
- ----------------------------
Edward A. Engel
Director
AID ASSOCIATION FOR LUTHERANS



                               POWER OF ATTORNEY

KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that the  undersigned  director  of AID
ASSOCIATION FOR LUTHERANS,  a fraternal benefit society organized under the laws
of the state of Wisconsin  (the  "Society"),  the Depositor of AAL Variable Life
Account I does hereby make,  constitute  and appoint  Richard L.  Gunderson  and
Woodrow  E. Eno and  each or any of  them,  the  undersigned's  true and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such  director of such Society to any  Registration  Statement  or  Registration
Statements,  or other  applicable  forms  relating to a variable  universal life
product, and all amendments including post-effective amendments,  thereto, to be
filed by such Society with the Securities and Exchange  Commission and any state
Insurance Commission,  if applicable, of shares of such Society, and to file the
same, with all exhibits thereto and other supporting or related documents,  with
such Commission,  granting unto such  attorneys-in-fact,  and each of them, full
power and  authority to do and perform any and all acts  necessary or incidental
to the performance and execution of the powers herein expressly granted.

/s/ John O. Gilbert
- ----------------------------
John O. Gilbert
Director
AID ASSOCIATION FOR LUTHERANS



                                POWER OF ATTORNEY

KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that the  undersigned  director  of AID
ASSOCIATION FOR LUTHERANS,  a fraternal benefit society organized under the laws
of the state of Wisconsin  (the  "Society"),  the Depositor of AAL Variable Life
Account I does hereby make,  constitute  and appoint John O. Gilbert and Woodrow
E.  Eno  and  each  or  any  of  them,   the   undersigned's   true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such  director of such Society to any  Registration  Statement  or  Registration
Statements,  or other  applicable  forms  relating to a variable  universal life
product, and all amendments including post-effective amendments,  thereto, to be
filed by such Society with the Securities and Exchange  Commission and any state
Insurance Commission,  if applicable, of shares of such Society, and to file the
same, with all exhibits thereto and other supporting or related documents,  with
such Commission,  granting unto such  attorneys-in-fact,  and each of them, full
power and  authority to do and perform any and all acts  necessary or incidental
to the performance and execution of the powers herein expressly granted.

/s/ Gary J. Greenfield
- ----------------------------
Gary J. Greenfield
Director
AID ASSOCIATION FOR LUTHERANS



                                POWER OF ATTORNEY

KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that the  undersigned  director  of AID
ASSOCIATION FOR LUTHERANS,  a fraternal benefit society organized under the laws
of the state of Wisconsin  (the  "Society"),  the Depositor of AAL Variable Life
Account I does hereby make,  constitute  and appoint John O. Gilbert,  Ronald G.
Anderson and Woodrow E. Eno and each or any of them, the undersigned's  true and
lawful attorneys-in-fact, with power of substitution, for the undersigned and in
the  undersigned's  name,  place and stead, to sign and affix the  undersigned's
name  as  such  director  of  such  Society  to any  Registration  Statement  or
Registration  Statements,  or other  applicable  forms  relating  to a  variable
universal life product, and all amendments including post-effective  amendments,
thereto, to be filed by such Society with the Securities and Exchange Commission
and any state Insurance  Commission,  if applicable,  of shares of such Society,
and to file the same, with all exhibits  thereto and other supporting or related
documents, with such Commission, granting unto such attorneys-in-fact,  and each
of them,  full power and authority to do and perform any and all acts  necessary
or incidental to the  performance  and execution of the powers herein  expressly
granted.

/s/ Richard L. Gunderson
- ----------------------------
Richard L. Gunderson
Director
AID ASSOCIATION FOR LUTHERANS



                                POWER OF ATTORNEY

KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that the  undersigned  director  of AID
ASSOCIATION FOR LUTHERANS,  a fraternal benefit society organized under the laws
of the state of Wisconsin  (the  "Society"),  the Depositor of AAL Variable Life
Account I does hereby make,  constitute  and appoint John O. Gilbert,  Ronald G.
Anderson and Woodrow E. Eno and each or any of them, the undersigned's  true and
lawful attorneys-in-fact, with power of substitution, for the undersigned and in
the  undersigned's  name,  place and stead, to sign and affix the  undersigned's
name  as  such  director  of  such  Society  to any  Registration  Statement  or
Registration  Statements,  or other  applicable  forms  relating  to a  variable
universal life product, and all amendments including post-effective  amendments,
thereto, to be filed by such Society with the Securities and Exchange Commission
and any state Insurance  Commission,  if applicable,  of shares of such Society,
and to file the same, with all exhibits  thereto and other supporting or related
documents, with such Commission, granting unto such attorneys-in-fact,  and each
of them,  full power and authority to do and perform any and all acts  necessary
or incidental to the  performance  and execution of the powers herein  expressly
granted.

/s/ James W. Hanson
- ----------------------------
James W. Hanson
Director
AID ASSOCIATION FOR LUTHERANS



                                POWER OF ATTORNEY

KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that the  undersigned  director  of AID
ASSOCIATION FOR LUTHERANS,  a fraternal benefit society organized under the laws
of the state of Wisconsin  (the  "Society"),  the Depositor of AAL Variable Life
Account I does hereby make,  constitute  and appoint John O. Gilbert,  Ronald G.
Anderson and Woodrow E. Eno and each or any of them, the undersigned's  true and
lawful attorneys-in-fact, with power of substitution, for the undersigned and in
the  undersigned's  name,  place and stead, to sign and affix the  undersigned's
name  as  such  director  of  such  Society  to any  Registration  Statement  or
Registration  Statements,  or other  applicable  forms  relating  to a  variable
universal life product, and all amendments including post-effective  amendments,
thereto, to be filed by such Society with the Securities and Exchange Commission
and any state Insurance  Commission,  if applicable,  of shares of such Society,
and to file the same, with all exhibits  thereto and other supporting or related
documents, with such Commission, granting unto such attorneys-in-fact,  and each
of them,  full power and authority to do and perform any and all acts  necessary
or incidental to the  performance  and execution of the powers herein  expressly
granted.

/s/ Robert H. Hoffman
- ----------------------------
Robert H. Hoffman
Director
AID ASSOCIATION FOR LUTHERANS



                                POWER OF ATTORNEY

KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that the  undersigned  director  of AID
ASSOCIATION FOR LUTHERANS,  a fraternal benefit society organized under the laws
of the state of Wisconsin  (the  "Society"),  the Depositor of AAL Variable Life
Account I does hereby make,  constitute  and appoint John O. Gilbert,  Ronald G.
Anderson and Woodrow E. Eno and each or any of them, the undersigned's  true and
lawful attorneys-in-fact, with power of substitution, for the undersigned and in
the  undersigned's  name,  place and stead, to sign and affix the  undersigned's
name  as  such  director  of  such  Society  to any  Registration  Statement  or
Registration  Statements,  or other  applicable  forms  relating  to a  variable
universal life product, and all amendments including post-effective  amendments,
thereto, to be filed by such Society with the Securities and Exchange Commission
and any state Insurance  Commission,  if applicable,  of shares of such Society,
and to file the same, with all exhibits  thereto and other supporting or related
documents, with such Commission, granting unto such attorneys-in-fact,  and each
of them,  full power and authority to do and perform any and all acts  necessary
or incidental to the  performance  and execution of the powers herein  expressly
granted.

/s/ Robert E. Long
- ----------------------------
Robert E. Long
Director
AID ASSOCIATION FOR LUTHERANS



                                POWER OF ATTORNEY

KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that the  undersigned  director  of AID
ASSOCIATION FOR LUTHERANS,  a fraternal benefit society organized under the laws
of the state of Wisconsin  (the  "Society"),  the Depositor of AAL Variable Life
Account I does hereby make,  constitute  and appoint John O. Gilbert,  Ronald G.
Anderson and Woodrow E. Eno and each or any of them, the undersigned's  true and
lawful attorneys-in-fact, with power of substitution, for the undersigned and in
the  undersigned's  name,  place and stead, to sign and affix the  undersigned's
name  as  such  director  of  such  Society  to any  Registration  Statement  or
Registration  Statements,  or other  applicable  forms  relating  to a  variable
universal life product, and all amendments including post-effective  amendments,
thereto, to be filed by such Society with the Securities and Exchange Commission
and any state Insurance  Commission,  if applicable,  of shares of such Society,
and to file the same, with all exhibits  thereto and other supporting or related
documents, with such Commission, granting unto such attorneys-in-fact,  and each
of them,  full power and authority to do and perform any and all acts  necessary
or incidental to the  performance  and execution of the powers herein  expressly
granted.

/s/ Robert B. Peregrine Sr.
- ----------------------------
Robert B. Peregrine Sr.
Director
AID ASSOCIATION FOR LUTHERANS



                                POWER OF ATTORNEY

KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that the  undersigned  director  of AID
ASSOCIATION FOR LUTHERANS,  a fraternal benefit society organized under the laws
of the state of Wisconsin  (the  "Society"),  the Depositor of AAL Variable Life
Account I does hereby make,  constitute  and appoint John O. Gilbert,  Ronald G.
Anderson and Woodrow E. Eno and each or any of them, the undersigned's  true and
lawful attorneys-in-fact, with power of substitution, for the undersigned and in
the  undersigned's  name,  place and stead, to sign and affix the  undersigned's
name  as  such  director  of  such  Society  to any  Registration  Statement  or
Registration  Statements,  or other  applicable  forms  relating  to a  variable
universal life product, and all amendments including post-effective  amendments,
thereto, to be filed by such Society with the Securities and Exchange Commission
and any state Insurance  Commission,  if applicable,  of shares of such Society,
and to file the same, with all exhibits  thereto and other supporting or related
documents, with such Commission, granting unto such attorneys-in-fact,  and each
of them,  full power and authority to do and perform any and all acts  necessary
or incidental to the  performance  and execution of the powers herein  expressly
granted.

/s/ Kathi P. Seifert
- ----------------------------
Kathi P. Seifert
Director
AID ASSOCIATION FOR LUTHERANS



                                POWER OF ATTORNEY

KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that the  undersigned  director  of AID
ASSOCIATION FOR LUTHERANS,  a fraternal benefit society organized under the laws
of the state of Wisconsin  (the  "Society"),  the Depositor of AAL Variable Life
Account I does hereby make,  constitute  and appoint John O. Gilbert,  Ronald G.
Anderson and Woodrow E. Eno and each or any of them, the undersigned's  true and
lawful attorneys-in-fact, with power of substitution, for the undersigned and in
the  undersigned's  name,  place and stead, to sign and affix the  undersigned's
name  as  such  director  of  such  Society  to any  Registration  Statement  or
Registration  Statements,  or other  applicable  forms  relating  to a  variable
universal life product, and all amendments including post-effective  amendments,
thereto, to be filed by such Society with the Securities and Exchange Commission
and any state Insurance  Commission,  if applicable,  of shares of such Society,
and to file the same, with all exhibits  thereto and other supporting or related
documents, with such Commission, granting unto such attorneys-in-fact,  and each
of them,  full power and authority to do and perform any and all acts  necessary
or incidental to the  performance  and execution of the powers herein  expressly
granted.

/s/ Roger G. Wheeler
- ----------------------------
Roger G. Wheeler
Director
AID ASSOCIATION FOR LUTHERANS



                                POWER OF ATTORNEY

KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that the  undersigned  director  of AID
ASSOCIATION FOR LUTHERANS,  a fraternal benefit society organized under the laws
of the state of Wisconsin  (the  "Society"),  the Depositor of AAL Variable Life
Account I does hereby make,  constitute  and appoint John O. Gilbert,  Ronald G.
Anderson and Woodrow E. Eno and each or any of them, the undersigned's  true and
lawful attorneys-in-fact, with power of substitution, for the undersigned and in
the  undersigned's  name,  place and stead, to sign and affix the  undersigned's
name  as  such  director  of  such  Society  to any  Registration  Statement  or
Registration  Statements,  or other  applicable  forms  relating  to a  variable
universal life product, and all amendments including post-effective  amendments,
thereto, to be filed by such Society with the Securities and Exchange Commission
and any state Insurance  Commission,  if applicable,  of shares of such Society,
and to file the same, with all exhibits  thereto and other supporting or related
documents, with such Commission, granting unto such attorneys-in-fact,  and each
of them,  full power and authority to do and perform any and all acts  necessary
or incidental to the  performance  and execution of the powers herein  expressly
granted.

/s/ Marlene Wilson
- ----------------------------
Marlene Wilson
Director
AID ASSOCIATION FOR LUTHERANS



                                POWER OF ATTORNEY

KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that the  undersigned  director  of AID
ASSOCIATION FOR LUTHERANS,  a fraternal benefit society organized under the laws
of the state of Wisconsin  (the  "Society"),  the Depositor of AAL Variable Life
Account I does hereby make,  constitute  and appoint John O. Gilbert,  Ronald G.
Anderson and Woodrow E. Eno and each or any of them, the undersigned's  true and
lawful attorneys-in-fact, with power of substitution, for the undersigned and in
the  undersigned's  name,  place and stead, to sign and affix the  undersigned's
name  as  such  director  of  such  Society  to any  Registration  Statement  or
Registration  Statements,  or other  applicable  forms  relating  to a  variable
universal life product, and all amendments including post-effective  amendments,
thereto, to be filed by such Society with the Securities and Exchange Commission
and any state Insurance  Commission,  if applicable,  of shares of such Society,
and to file the same, with all exhibits  thereto and other supporting or related
documents, with such Commission, granting unto such attorneys-in-fact,  and each
of them,  full power and authority to do and perform any and all acts  necessary
or incidental to the  performance  and execution of the powers herein  expressly
granted.

/s/ Thomas R. Zehnder
- ----------------------------
Rev. Thomas Zehnder
Director
AID ASSOCIATION FOR LUTHERANS

   

Exhibit Index

1.A.
          (1)  Resolution  of the  Board of  Directors  of Aid  Association  for
               Lutherans establishing AAL Variable Life Account I *
          (2)  Not Applicable
          (3)  (a)  Form of  Underwriting  Agreement  
               (b)  Form of  Distribution Agreement (see (3)(a)) 
               (c) Schedule of Sales Commissions
          (4)  Not applicable
          (5)  (a)    Specimen Flexible Premium Variable Universal Life
                      Insurance Certificates
               (b)    Certificate Riders and Endorsements*
               (c) Application Forms*
          (6)  (a) Articles of  Incorporation  of Aid Association for Lutherans*
               (b) By-laws of Aid Association for Lutherans*
       (7)  Not  applicable
       (8) Form of participation agreement
       (9) Not applicable

          (10) Not applicable


          B.   Not applicable

          C.   Not applicable

     2.   Opinion and consent of Mark J.  Mahoney,  Esq.,  as to the legality of
          the securities being registered

     3.   Not applicable

     4.   Not applicable

     5.   Not applicable

     6.  Opinion and consent of David C. Vanden  Heuvel,  FSA, MAAA Director and
         Associate Actuary , as to actuarial
         matters pertaining to the securities being registered

     7.   (a) Consent of Ernst & Young LLP, Independent  Auditors 
          (b) Consent of Mayer Brown & Platt.

*Incorporated  herin by reference to the  registration  statement of AAL and the
AAL Variable Life Account I, filed with the Securities  and Exchange  Commission
on July 10, 1997 (File No. 333-31011, 811-0829)
    



                              AMENDED AND RESTATED
                 PRINCIPAL UNDERWRITING AND SERVICING AGREEMENT
                BY AND BETWEEN AAL CAPITAL MANAGEMENT CORPORATION
                        AND AID ASSOCIATION FOR LUTHERANS
                 DATED NOVEMBER 23,1994, AS AMENDED -------,1997

<PAGE>


                                TABLE OF CONTENTS

         1.       Appointment of DISTRIBUTOR
         2.       Underwriting Responsibilities of DISTRIBUTOR .
         3.       Additional Services to be Provided by DISTRIBUTOR
                  3.1    Preparation of Sales Literature and Advertising 
                         Materials
                  3.2    Licensing of Field and Home Office Staff
                  3.3    Regulatory Compliance
                  3.4    Field Training
                  3.5   Confirmations
         4.       Responsibilities of AAL
                  4.1    Sales Commissions
                  4.2    Sales Credits and Field Expenses
                  4.3    Registrations of Securities and Investment Adviser
                  4.4    Books and Records
                  4.5    Duty to Keep Informed
                  4.6    Transfer Agent and Management
         5               Joint Procedures for Communications with the Public and
                         with Registered Representatives
         6.       Fees to be Paid to DISTRIBUTOR by AAL
                  6.1    Services
                  6.2    Determination of Charge/Expense Formulas for Services
                  6.3    Preparation and Negotiation of Final Annual Budget for
                  Services
                  6.4    Accounting Procedures
         7.       Independent Contractor
         8.       indemnification
                  8.1    Indemnification of AAL
                  8.2    Indemnification of DISTRIBUTOR
         9.       Authorized Representations
         10.      Amendment or Assignment of Agreement
         11.      Termination of Agreement
         12.      Miscellaneous
         13.      Definition of Terms
         14.      Compliance with Securities Laws
         15.      Regulatory Examinations
         16.      Notices
         17.      Governing Law

         Schedule A:  Variable Annuity Schedule of Sales Commissions

         Schedule B: Variable Life Schedule of Sales Commissions


<PAGE>


PRINCIPAL UNDERWRITING AND SERVICING AGREEMENT

   
This PRINCIPAL  UNDERWRITING AND SERVICING  AGREEMENT made and entered this 23rd
day of November,  1994,  amended and restated October 28, 1996 and -------,1997,
by and between AAL CAPITAL MANAGEMENT  CORPORATION,  a corporation organized and
existing under the laws of the State of Delaware,  ( "DISTRIBUTOR"  or "AALCMC")
and AID ASSOCIATION  FOR LUTHERANS,  a fraternal  benefit society  organized and
existing under the laws of the State of Wisconsin ("AAL"), on its own behalf and
on behalf of AAL Variable  Annuity Account I "VARIABLE  ANNUITY ACCOUNT" and AAL
Variable Life Account I "VARIABLE LIFE ACCOUNT) both collectively "ACCOUNTS."
    

RECITALS

   
AAL and its VARIABLE  ANNUITY  ACCOUNT and VARIABLE LIFE ACCOUNT,  separate unit
investment trust investment accounts registered under the Investment Company Act
of 1940 (the "1940  Act"),  propose to offer for sale certain  flexible  premium
deferred   variable   annuity  and  variable   universal   life  contracts  (the
"Certificates"), interests in the ACCOUNTS under the Certificates are registered
with the Securities and Exchange  Commission (the "SEC") as securities under the
Securities Act of 1933 (the " 1933 Act").

Premiums  received from owners of Certificates  will be deposited at the owner's
designation in the respective ACCOUNTS and/or in the Fixed Account. The ACCOUNTS
will invest solely in portfolio  shares of the AAL Variable Product Series Fund,
Inc. "FUND."
    

DISTRIBUTOR  is a  wholly-owned  indirect  subsidiary of AAL, is registered as a
broker-dealer with the SEC under the Securities  Exchange Act of 1934 (the "1934
Act") and with state securities authorities in all 50 states, is a member of the
National Association of Securities Dealers, Inc. ("NASD"),  and is authorized to
offer  and sell  mutual  funds  and  variable  insurance  products,  and acts as
DISTRIBUTOR of The AAL Mutual Funds, a registered investment company.

   
AAL and DISTRIBUTOR  intend to enter into an agreement by which DISTRIBUTOR will
act as the principal  underwriter in a continuous  offering of the  Certificates
for AAL,  to begin no  sooner  than on the  effective  date of the  registration
statements  for the  Certificates  under the 1933 Act, and state  securities and
insurance registrations.  This Agreement pertains to the sale of Certificates by
Registered  Representatives  licensed with  DISTRIBUTOR,  and not to the sale of
Certificates  by any other party and/or  broker-dealer  who may be authorized by
AAL to sell  Certificates  or who may have a  separate  Distribution  or Selling
Agreement with AAL or DISTRIBUTOR.
    

THEREFORE,  in consideration of the covenants and mutual promises of the parties
and for other good and valuable consideration, the receipt and legal sufficiency
of which are hereby acknowledged, DISTRIBUTOR and AAL agree as follows:

AGREEMENT

1.       Appointment of DISTRIBUTOR

AAL  hereby   appoints   DISTRIBUTOR  as  the  principal   underwriter  for  the
Certificates  during  the  term  of  this  Agreement  in  each  state  or  other
jurisdiction  where the  Certificates  may legally be sold. The Certificates may
also be sold by representatives of other  broker-dealer  firms with which AALCMC
has executed a selling  agreement.  In  addition,  AAL may retain other firms to
serve as principal underwriters of the Certificates.  Anything in this Agreement
to the contrary notwithstanding, AAL retains the ultimate right to suspend sales
in any jurisdiction or jurisdictions,  or to refuse to sell a Certificate to any
applicant for any reason whatsoever.

2.       Underwriting Responsibilities of DISTRIBUTOR

DISTRIBUTOR  agrees to offer and sell the  Certificates,  as agent for AAL, from
time to time during the term of this Agreement  upon the terms  described in the
Certificate  Prospectuses.  As used in this Agreement,  the term  "Prospectuses"
shall  mean  the  Prospectuses  and the  Statements  of  Additional  Information
included as part of the Registration Statement for AAL and the ACCOUNTS, as such
Prospectuses  and  Statements  of  Additional  Information  may  be  amended  or
supplemented from time to time. The term "Registration Statement" shall mean the
Registration  Statement,  as amended  from time to time and filed by AAL and the
respective  ACCOUNTS with the SEC, and  effective  under the 1933 Act and/or the
1940 Act.

   
After the effective  date of the  Registration  Statement for the  Certificates,
DISTRIBUTOR  will hold  itself  out to  receive  applications,  satisfactory  to
DISTRIBUTOR,  for the purchase of the  Certificates  and will promptly  transmit
applications and premiums received for the Certificates  which it accepts to AAL
or to its designee..

All purchases shall be deemed  effective at the time and in the manner set forth
in the Prospectuses. All applications,  when accepted by DISTRIBUTOR and by AAL,
shall  designate the allocation of premiums by the purchaser  among the separate
investment options  represented in the Certificates,  by the sub-accounts of the
ACCOUNTS and the AAL Fixed Account,  as defined and described in the Certificate
Prospectuses.  All premiums from purchasers  shall be deposited by AAL in either
the ACCOUNTS,  to be promptly  allocated  among the  sub-accounts  or to the AAL
Fixed  Account,  as designated by the purchaser and in accordance  with the 1940
Act and rules thereunder. Premiums allocated to the sub-accounts of the ACCOUNTS
shall be expressed as  "accumulation  units" of the  Certificate as that term is
defined in the Prospectus.  The above  allocation  statements are subject to any
specific  allocation  of  premium  requirements  that  may be set  forth  in the
Certificate.

DISTRIBUTOR agrees to be solely responsible for the operation of its business as
a registered  broker-dealer in connection with all its  underwriting  activities
under this  Agreement,  and shall operate such  business in accordance  with all
applicable laws and  regulations.  All sales of the  Certificates by DISTRIBUTOR
shall be made through Registered  Representatives  who are "Associated  Persons"
("Associated  Persons" as defined by the 1934 Act) of  DISTRIBUTOR,  and who are
also agents or District Representatives of AAL. DISTRIBUTOR shall be responsible
for selling only through Registered Representatives who are properly licensed to
sell Certificates in jurisdictions where offers and sales take place.
    

DISTRIBUTOR is responsible for certain services  relating to the distribution of
all   prospectus(es)   of  the  ACCOUNTS   and  Fund  used  by  its   Registered
Representatives  in the marketing of the  Certificates.  These services include,
but are not  limited  to design,  layout,  printing,  mailing or other  delivery
services.

 3.  Additional Services to be Provided by DISTRIBUTOR

In addition to the  underwriting  responsibilities  of DISTRIBUTOR  described in
paragraph  2 above,  DISTRIBUTOR  agrees to  provide  the  following  additional
services to AAL:

3.1      Preparation of Sales Literature and Advertising Materials

   
DISTRIBUTOR and AAL will coperate in the initiation,  preparation, printing and
distribution of all public sales literature and advertising  materials,  as well
as  all  training  and  marketing   materials   distributed  to  its  Registered
Representatives  as  "broker-dealer  only" materials under the rules,  which are
used by DISTRIBUTOR  and its Registered  Representatives  in connection with the
sale of the Certificates. AAL will, in a timely manner, provide DISTRIBUTOR with
any and all materials and information necessary to enable DISTRIBUTOR to fulfill
its  obligations  set  forth in this  section  regarding  sales  literature  and
advertising  materials.  AAL will  provide  DISTRIBUTOR  with  the  names of AAL
employees  who  will  review  and  approve  the  materials   described  in  this
subsection.  DISTRIBUTOR will coordinate and provide copies of such materials to
designated  employees of AAL during the development  process and all advertising
and sales literature will be approved by both AAL and DISTRIBUTOR  prior to use.
DISTRIBUTOR  will complete all of the necessary  filings and approvals  with the
NASD and state  securities  authorities  prior to the  public  use of such sales
material and  advertising.  DISTRIBUTOR  will provide copies of all materials to
AAL.  AAL  will  file  and  obtain  approval  of all  such  sales  material  and
advertising with State Insurance  Commissioners where such filing is required by
state laws. AAL will promptly advise DISTRIBUTOR when such filings and approvals
are  completed.  Materials  will  only  be  made  available  for  public  use or
Registered  Representative  use after all securities  and insurance  filings and
approvals  are  completed  and AAL has given  approval for materials to be used.
DISTRIBUTOR  will be  responsible  for  maintaining  an  inventory  and approval
history of all of its sales  literature,  advertising and  "broker-dealer  only"
materials,  and  for  the  distribution  of  such  materials  to its  Registered
Representatives and to the public.
    

3.2      Licensing of Field and Home Office Staff

   
DISTRIBUTOR  will  be  responsible  for  managing  the  licensing  of all of its
Registered Representatives in connection with the sale of the Certificates,  and
will directly handle all licensing by the NASD and state securities  authorities
that is necessary for the sale of the Certificates.  AAL will be responsible for
obtaining the necessary insurance licenses with state insurance  authorities for
the offer and sale of the  Certificates.  AAL and DISTRIBUTOR shall develop data
base(es)  and  reporting  system(s)  to  consolidate  securities  and  insurance
licensing   information  for  their  District   Representatives  and  Registered
Representatives,  respectively. The system(s) will provide controls satisfactory
to DISTRIBUTOR in the processing of Certificate  applications to assure that all
of its  Registered  Representatives  are  properly  licensed  when  offering and
selling  the  Certificates.DISTRIBUTOR  and AAL will  cooperate  to  assure  the
appropriate  licensing of AAL and DISTRIBUTOR's home office employees (including
DISTRIBUTOR's  wholesalers)  who require  securities  or  insurance  licenses in
connection  with their work on the  Certificates.  DISTRIBUTOR  will assist such
persons in  obtaining  their  securities  licenses as  requested by AAL. All AAL
employees  who are  Associated  Persons  of  DISTRIBUTOR  as a  result  of being
licensed as securities Registered  Representatives will be subject to compliance
procedures and supervision of DISTRIBUTOR in connection with all work related to
the Certificates in the same manner as all other Associated Persons.
    

3.3      Regulatory Compliance

   
DISTRIBUTOR  will  supervise  all  of its  Registered  Representatives  who  are
Associated Persons of DISTRIBUTOR  (including  employees of AAL) with respect to
all securities laws and regulations in connection with the offer and sale of the
Certificates.  Supervision  shall include,  but not be limited to, the following
matters:  acceptance of new business;  security  suitability  determinations (as
made in accordance with NASD rules or other  applicable SEC or other  regulatory
authority's  rules  and  regulations);  field  training,  supervision  and sales
practices; books and records requirements;  approval and use of all advertising,
sales literature and broker-dealer only materials;
 confirmation content and processing; the payment of commissions; and compliance
with the written supervisory  procedures of DISTRIBUTOR.  AAL will supervise all
insurance aspects including training, suitability and issuance.
    

3.4      Field Training

   
Immediately  after the  effective  date of the  Registration  Statement  for the
Certificates,  DISTRIBUTOR shall be responsible for conducting field training of
all of its associated Registered Representatives authorized to sell Certificates
in those states  where the  Certificates  are  approved  for sale.  The training
program shall be developed and conducted by  DISTRIBUTOR,  although AAL may also
participate  in  training  activities.  DISTRIBUTOR  will  coordinate  with  AAL
concerning  those AAL employees who will be involved in the  development  of the
training program and in its execution. The training program shall be approved by
both AAL and DISTRIBUTOR prior to implementation.
    

3.5      Confirmations

   
DISTRIBUTOR  shall be responsible  to assure that all purchases,  sales or other
transactions  occurring in the account of an owner of a Certificate  sold by its
Registered  Representatives shall be confirmed to the owner in writing in a form
and manner which complies with the  requirements  of the 1934 Act, blue sky laws
and NASD rules.  Such  confirmations  will be  furnished by AAL to all owners of
Certificates in accordance  with securities  laws, will reflect the facts of the
transaction,  and will  show  that  they are  being,  sent by AAL on  behalf  of
DISTRIBUTOR,  acting in the capacity of DISTRIBUTOR.  The parties agree that the
form and the manner of use of  confirmations  in  connection  with  transactions
occurring in such accounts shall be supervised by  DISTRIBUTOR.  AAL agrees that
AAL and its agent,  if any, will prepare and distribute  such  confirmations  in
accordance  with  DISTRIBUTOR's  instructions.  AAL agrees that AAL will make no
changes or variations in either the form or the manner of  distribution  of such
confirmations  without the written  approval of DISTRIBUTOR and shall cause such
confirmations  to be  issued  as  directed  by  DISTRIBUTOR  and  on  behalf  of
DISTRIBUTOR
    

4.       Responsibilities of AAL

4.1      Sales Commissions

AAL will pay  DISTRIBUTOR a sales  commission on  Certificate  sales pursuant to
Schedules A and B attached hereto. DISTRIBUTOR intends to reallocate commissions
to its Registered  Representatives  for the sale of  Certificates  in accordance
with a written fee schedule  agreement  between  DISTRIBUTOR  and its associated
Registered Representatives.

All commissions  for the sale of the  Certificates  due to DISTRIBUTOR  from AAL
shall be reflected on DISTRIBUTOR's  financial records as a receipt from AAL and
a disbursement to DISTRIBUTOR'S Registered Representatives,  notwithstanding the
direct payment of such  commissions by AAL to such  Registered  Representatives.
AAL agrees to pay commissions  directly to such Registered  Representatives as a
convenience to DISTRIBUTOR  and recognizes  that this agreement to pay is purely
ministerial in nature and not discretionary.

   
Notwithstanding the foregoing, it is agreed that AAL shall have the right in the
payment of such  commissions  to treat such  commissions as part of AAL employee
compensation to such Registered  Representatives  for the purpose of calculation
of AAL benefits programs and withholding taxes.

AAL will maintain and provide records and reports  reflecting the calculation of
all  commissions  paid  to,  and  any  other  cash  and  non-cash   compensation
(collectively    "Commissions"),    received   by    DISTRIBUTOR'S    Registered
Representatives  and the details of the transactions upon which such Commissions
are based, and will respond to any inquiries about Commission payments, pursuant
to this paragraph.  DISTRIBUTOR  shall designate to AAL the records required and
such records  shall be  maintained  subject to the  provisions  of Paragraph 4.4
below.
    

4.2      Sales Credits and Field Expenses

Any expenses or charges for AAL field services for the Certificates will be paid
directly by AAL.  Sales credits for sales of the  Certificates  will be based on
gross premiums received for the Certificates, subject to any exceptions that may
exist or be developed with respect to internal  transfers of funds among AAL and
affiliated companies.

4.3      Registrations of Securities and Investment Adviser

AAL  shall be  solely  responsible,  at its  expense,  for  registration  of the
Certificates,  the ACCOUNTS,  the FUND,  and for the  registration  of AAL as an
investment adviser of the FUND, with all required state and federal authorities.
AAL,  agrees to maintain  such  registration  statements  in effect at all times
during the term of this  Agreement,  and to file such  amendments,  reports  and
other  documents  as may be  necessary  to assure  that  there will be no untrue
statement of material fact in any Registration Statement and that there shall be
no omission to state a material fact in the Registration  Statement or Form ADV,
which  omission would make the statements  therein  misleading,.  AAL may direct
DISTRIBUTOR, and DISTRIBUTOR shall perform, any or all of the services described
in this paragraph.

4.4      Books and Records

   
AAL  agrees to  maintain  all books  and  records  required  and  designated  by
DISTRIBUTOR  under the securities  laws in connection with the offer and sale of
the Certificates by its Registered Representatives,  as specifically required by
Section  17 of the 1934  Act,  Rule  I7a-3  and  17a-4  under the 1934 Act or as
required  by the NASD  and such  other or  further  books or  records  as may be
required  by rule  or  regulation  of any  other  federal  or  state  regulatory
organization or  self-regulatory  organization,  to the extent such requirements
are  applicable to the variable  product  operations as mutually  determined for
purposes of this  Agreement by  DISTRIBUTOR.  AAL shall  maintain such books and
records as agent on behalf of DISTRIBUTOR  who shall be the owner  thereof.  AAL
agrees that such books and records will be open and available to  DISTRIBUTOR at
all  times,  shall be  surrendered  promptly  on  request,  without  charge,  to
DISTRIBUTOR,  and shall be subject to inspection  by the SEC in accordance  with
Section  17 of the 1934  Act,  and by the NASD or other  regulatory  authorities
having jurisdiction over the securities activities of DISTRIBUTOR,  at any time.
The parties  represent and warrant that  DISTRIBUTOR  has provided a schedule to
AAL that  describes  the books and records to be maintained by AAL, on behalf of
DISTRIBUTOR.
    

4.5      Duty to Keep Informed

   
AAL shall at its expense keep  DISTRIBUTOR  fully informed on a current basis of
any changes or other material  matters  affecting the  Certificates or the FUND.
AAL will use its best efforts to provide  advance  notice to  DISTRIBUTOR of any
proposed  changes in the  Certificates  or the FUND and to discuss  such matters
with  DISTRIBUTOR  prior to taking any  action.  AAL shall  furnish  DISTRIBUTOR
copies of all  information,  financial  statements,  books and records and other
papers which  DISTRIBUTOR  may  reasonably  request in  connection  with its due
diligence   inquiry  or  for  use  in  connection   with  the   distribution  of
Certificates.
    

4.6      Transfer Agent and Management

   
AAL shall be solely  responsible for the selection and supervision of a Transfer
Agent for the Certificates;  management of all Certificate  accounts,  including
the sub-accounts,  establishing and maintaining  account records and processing;
and the  receipt and  disbursement  of all monies  related to the  Certificates.
Notwithstanding its responsibility for these matters, AAL shall keep DISTRIBUTOR
currently informed, through reports requested by DISTRIBUTOR,  of all activities
related  to the  Certificates  and the  FUND.  AAL will  also  keep  DISTRIBUTOR
informed  and  consult  with  DISTRIBUTOR  in  advance  of  any  changes  to the
procedures for the management or administration of the Certificates or to any of
the underlying  records or documents  related  thereto.  AAL recognizes that any
communications  with  Certificate  owners,  or prospective  Certificate  owners,
related to the  Certificates  sold by DISTRIBUTOR'S  Registered  Representatives
subject to  securities  regulations  and must be  approved in advance by AAL and
DISTRIBUTOR  and may  require  filing  with and  approval  by the NASD and state
securities  authorities.  Such  communications  include  but are not limited to:
correspondence, statement stuffers, newspaper or magazine articles, confirmation
messages and other similar written materials.
    

5.       Joint Procedures for Communications with the Public and with Registered
         Representatives

The parties  recognize  that all  written  materials  which are  provided to AAL
members or  prospective  members in  connection  with the  Certificates  sold by
DISTRIBUTOR'S Registered Representatives are required to meet specific standards
established by securities and insurance regulatory  authorities.  Such materials
will include advertising and sales materials, correspondence, magazine articles,
newspaper articles,  press releases and any other written public  communication.
To assure  compliance  with all  applicable  rules and laws,  it is agreed  that
DISTRIBUTOR  will manage and coordinate the  distribution  of all public written
materials  related  to  the  Certificates   sold  by  DISTRIBUTOR'S   Registered
Representatives,  including  materials  related to the FUND. No public materials
will be released without the prior written approval of both AAL and DISTRIBUTOR,
and  both  parties  shall  cooperate  in the  preparation  and  review  of  such
materials.  AAL  will  provide  DISTRIBUTOR  with  the  names  of its  employees
designated to give approval for such written  materials.  All nonpublic  written
communications with DISTRIBUTOR'S Registered Representatives and to employees of
AAL or DISTRIBUTOR,  related to the Certificates  shall be reviewed and approved
by both  AAL and  DISTRIBUTOR  prior to use.  Such  materials  include,  without
limitation, field updates,  "broker-dealer only" materials,  training materials,
compliance information.  AAL and DISTRIBUTOR will establish internal policies to
insure that all such materials are  appropriately  and timely reviewed and shall
cooperate with each other in establishing such procedures.

6.       Fees to be Paid to DISTRIBUTOR by AAL

6.1      Services

DISTRIBUTOR shall perform certain  services,  as requested by AAL, in connection
with DISTRIBUTOR's role as principal underwriter in AAL's continuous offering of
the  Certificates  ("Services").  Services  shall  be  initially  designated  as
"Marketing Services", "Broker-Dealer Administration",  "Licensing",  "Regulatory
Compliance",  "Field  Training",  and  "Consulting".  The parties  represent and
warrant that AAL and  DISTRIBUTOR  have mutually  agreed to the  definition  and
composition of each of the foregoing  Services.  AAL and DISTRIBUTOR  agree that
the definition and composition of each of the foregoing Services, and additional
services to be rendered in connection with the sale of the  Certificates,  shall
be reaffirmed  or amended,  as the case may be, on an annual basis in connection
with the  preparation and negotiation of the "Final Annual Budget" (as that term
is defined in Paragraph 6.3) for Services for such year.

6.2      Determination of Charge/Expense Formulas for Services

The parties  represent and warrant that DISTRIBUTOR and AAL agree on the methods
to determine and  calculate the amount of Services to be charged by  DISTRIBUTOR
as an expense to AAL (the "Charge/Expense  Formulas").  Charge/Expense  Formulas
shall be initially  determined  and defined as "Sales Credit  Charges",  "Direct
Expenses", and "Per Hour Charges". AAL and DISTRIBUTOR covenant and agree that:

         (i) Charge/Expense Formulas shall be reaffirmed or amended, as the case
may be, on an annual basis in connection with the preparation and negotiation of
the Final Annual Budget for Services for such year; and

         (ii)  Charge/Expense  Formulas shall include a portion of DISTRIBUTOR's
general  overhead  expenses  as  specifically  stated in the  underlying  detail
schedules for Charge/Expense Formulas ("Detail Schedules").

   
DISTRIBUTOR and AAL affirm and agree that the Detail  Schedules were reviewed by
representatives  of both AAL and DISTRIBUTOR in the due diligence  process.  The
parties  represent and warrant that  DISTRIBUTOR and AAL agree on the allocation
of dollar  amounts of  Services  to the  various  categories  of  Charge/Expense
Formulas (" Services  Allocation").  AAL and DISTRIBUTOR covenant and agree that
Services  Allocation  shall be reaffirmed or amended,  as the case may be, on an
annual basis in connection  with the  preparation  and  negotiation of the Final
Annual Budget for Services for such year.
    

6.3      Preparation and Negotiation of Final Annual Budget for Services

Each successive year that this Agreement is in effect, DISTRIBUTOR shall prepare
a  projected  annual  budget for the  successive  year (the "  Projected  Annual
Budget") and deliver the Projected Annual Budget to a designated  representative
of AAL. Each successive year that this Agreement is in effect, AAL shall provide
comments to  DISTRIBUTOR  on the content of the Projected  Annual Budget AAL and
DISTRIBUTOR covenant and agree that:

         (i) a final,  agreed form of the  Projected  Annual  Budget (the "Final
Annual Budget") shall be determined on or before the deadline date set forth for
the submission of annual budgets pursuant to AAL budget policies; and
         (ii) the policies,  definitions and operating procedures (including but
not limited to "Billing Process",  and "Billable Items") set forth in P.O.P. 251
- - "Subsidiary and Affiliate  Billing",  shall be followed in connection with the
preparation and negotiation of the Projected  Annual Budget and the Final Annual
Budget.

6.4      Accounting Procedures

DISTRIBUTOR and AAL, covenant and agree that:

         (i) payroll & expense records and procedures,
         (ii) invoicing procedures; and
         (iii) the time and manner of charge/expense payment for the Services

set forth in this  Agreement  shall be determined by reference to certain AALCMC
accounting manuals and procedures.  Notwithstanding  the foregoing,  the parties
covenant and agree that the provisions of this Agreement pertaining to books and
records (e.g. Paragraph 4.4 hereof) shall apply to all transactions  relating to
Services and the offering and sale of  Certificates  by DISTRIBUTOR  The parties
agree that because of the sensitive and confidential nature of these records and
procedures,  such records and procedures shall not be disclosed nor disseminated
except to authorized accounting and management personnel of AAL and DISTRIBUTOR.

   
DISTRIBUTOR and AAL  acknowledge  that  unanticipated  conditions may materially
change the Final  Annual  Budget.  DISTRIBUTOR  and AAL agree that the nature of
these  unanticipated  conditions  can be  characterized  as either a  "permanent
change"  or a  "temporary  change".  For  example,  a  permanent  change  is the
elimination of a Service that  DISTRIBUTOR  provides  pursuant to this Agreement
and  a  temporary  chance  is  AAL's  assumption  of  a  Service,   pursuant  to
DISTRIBUTOR's  request.   DISTRIBUTOR  and  AAL  covenant  and  agree  that  the
accounting  treatment for permanent  changes shall be  redetermined on an annual
basis and the accounting  treatment for a temporary change shall be as set forth
herein. In the event a temporary change occurs, DISTRIBUTOR and AAL covenant and
agree that AAL shall be  permitted  a payment  credit  towards  any  outstanding
charges/expenses  for Services  performed by DISTRIBUTOR,  for certain  services
rendered by AAL employees and agents in connection with the offering and sale of
the Certificates  (e.g. legal or accounting  services)  ("Services  Offset") The
relevant  terms and  conditions  of this  Agreement  shall apply to the Services
Offset (e.g. determination for Final Annual Budget, accounting procedures). On a
monthly  basis  during  the term of this  Agreement  DISTRIBUTOR  shall  provide
written  documentation  to AAL for  Services,  and  AAL  shall  provide  written
documentation  to DISTRIBUTOR  for Services Offset rendered during the preceding
calendar month (collectively, the "Accounting Statements").
    

The Accounting  Statements shall reasonably  itemize and detail the Services and
Services Offset  provided by each of the parties during the  proceeding,  month.
The format for the  Accounting  Statements  shall follow  certain CMC accounting
procedures.

7.       Independent Contractor

   
In  performing  its  duties  hereunder,  DISTRIBUTOR  shall  be  an  independent
contractor  and  neither  DISTRIBUTOR,  nor  any  of  its  officers,  directors,
employees,  or  Registered  Representatives  is, or shall be, an employee of AAL
solely  because of this  agreement.  DISTRIBUTOR  shall be  responsible  for the
employment,  control, and conduct of its officers,  agents and employees and for
injury to such agents or employees or to others through its agents or employees.
DISTRIBUTOR  assumes  full  responsibility  for its agents and  employees  under
applicable statutes and agrees to pay all employee taxes thereunder.
    

8.       lndemnification

8.1      Indemnification of AAL

DISTRIBUTOR agrees to indemnify and hold harmless AAL and each of its present or
former directors, officers, employees,  representatives and each person, if any,
who controls or  previously  controlled  AAL within the meaning of Section 15 of
the 1933  Act,  against  any and all  losses,  liabilities,  damages,  claims or
expenses  (including  the  reasonable  costs of  investigating  or defending any
alleged loss,  liability,  damage, claims or expense and reasonable counsel fees
incurred  in  connection  therewith)  to which AAL or any such person may become
subject  under  the 1933  Act,  under  any other  statute,  at  common  law,  or
otherwise, arising out of the acquisition of any Certificate by any person which
may be based  upon  any  wrongful  act by  DISTRIBUTOR  or any of  DISTRIBUTOR's
directors,  officers,  employees  or  representatives,  or may be based upon any
untrue  statement or alleged untrue  statement of a material fact contained in a
registration  statement,  prospectus,  shareholder  report or other  information
covering the Certificates  filed or made public by AAL or any amendment  thereof
or supplement  thereto,  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
information furnished to AAL by DISTRIBUTOR.

   
In no case is DISTRIBUTOR's indemnity in favor of AAL, or any person indemnified
to be deemed to protect AAL or such indemnified  person against any liability to
which AAL or such  person  would  otherwise  be  subject  by  reason of  willful
misfeasance,  bad faith, or gross negligence in the performance of his duties or
by reason of his  reckless  disregard of his  obligations  and duties under this
Agreement,  or is  DISTRIBUTOR  to  be  liable  under  its  indemnity  agreement
contained  in this  Paragraph  with respect to any claim made against AAL or any
person  indemnified  unless AAL or such  person,  as the case may be, shall have
notified  DISTRIBUTOR in writing of the claim 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 AAL or upon such person (or after AAL or
such person shall have received notice to such service on any designated agent).
However,  failure  to notify  DISTRIBUTOR  of any such claim  shall not  relieve
DISTRIBUTOR  from any liability which  DISTRIBUTOR may have to AAL or any person
against whom such action is brought  otherwise than on account of  DISTRIBUTOR's
indemnity  agreement  contained in this Section.  DISTRIBUTOR agrees to promptly
notify AAL of the  commencement  of any litigation or proceedings  against it or
any of its officers,  employees or  representatives in connection with the issue
or sale of the certificates.
    

8.2      Indemnification of DISTRIBUTOR

   
AAL agrees to indemnify and hold harmless DISTRIBUTOR and each of its present or
former directors, officers, employees,  representatives and each person, if any,
who controls or previously controlled  DISTRIBUTOR within the meaning of Section
15 of the 1933 Act,  under any other  statute,  at  common  law,  or  otherwise,
arising out of the acquisition,  or with regard to the terms and conditions,  of
any Certificates by any person that may be based upon any wrongful act by AAL or
any of AAL's  directors,  officers,  employees  or  representatives  (other than
DISTRIBUTOR) or any other  broker/distributors  who are selling Certificates for
AAL,  may be based upon any untrue  statement or alleged  untrue  statement or a
material fact contained in a  registration  statement,  prospectus,  shareholder
report or other information  covering the Certificates or the FUND filed or made
public by AAL or any amendment thereof or supplement thereto, 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 unless such statement
or  omission  was  made  in  reliance  upon  information  furnished  to  AAL  by
DISTRIBUTOR.  In no case is AAL's  indemnity  in favor  of  DISTRIBUTOR,  or any
person  indemnified  to be deemed to  protect  DISTRIBUTOR  or such  indemnified
person against any liability to which DISTRIBUTOR or such person would otherwise
be subject by reason of willful  misfeasance,  bad faith, or gross negligence in
the  performance  of his duties or by reason of his  reckless  disregard  of his
obligations  and duties under this  Agreement,  or is AAL to be liable under its
indemnity  agreement  contained in this Paragraph with respect to any claim made
against DISTRIBUTOR or person indemnified unless DISTRIBUTOR, or such person, as
the case may be,  shall  have  notified  AAL in  writing  of the claim  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  DISTRIBUTOR
or upon such person (or after  DISTRIBUTOR  or such person  shall have  received
notice of such service on any designated agent). However,  failure to notify AAL
of any such claim shall not relieve AAL from any liability which AAL may have to
DISTRIBUTOR or any person against whom such action is brought  otherwise than on
account of AAL's indemnity agreement  contained in this Paragraph.  AAL shall be
entitled to  participate,  at its own  expense,  in the  defense,  or, if AAL so
elects, to assume the defense of any suit brought to enforce any such claim, but
if AAL elects to assume the defense,  such  defense  shall be conducted by legal
counsel  chosen  by AAL.  AAL  agrees  to  promptly  notify  DISTRIBUTOR  of the
commencement of any litigation or proceedings against it or any of its trustees,
officers,  employees, or representatives in connection with the issue or sale of
the Certificates.
    

9.       Authorized Representations

DISTRIBUTOR is not authorized by AAL to give on behalf of AAL any information or
to make any  representations  in connection with the sale of Certificates  other
than the information and representations  contained in a Registration  Statement
filed  with the SEC  under  the 1933 Act  and/or  the  1940  Act,  covering  the
Certificates,  the ACCOUNTS, or the FUND, as such Registration Statements may be
amended or supplemented  from time to time, or contained in shareholder  reports
or other material that may be prepared by or on behalf of AAL for  DISTRIBUTOR's
use.  This shall not be  construed to prevent  DISTRIBUTOR  from  preparing  and
distributing  advertising and sales  literature or other material as it may deem
appropriate, subject to the requirements of Paragraph 5 above.

10.      Amendment or Assignment of Agreement

This  Agreement  may not be amended or assigned  except by written  agreement of
both parties.

11.      Termination of Agreement

This Agreement may be terminated by either party hereto,  without the payment of
any penalty, on 90 days prior notice in writing to the other party.

12.      Miscellaneous

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.   This   Agreement  may  be  executed
simultaneously  in two or more  counterparts,  each of which  shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.  Nothing herein contained shall be deemed to require AAL to take any
action  contrary to its  Charter or  by-laws,  or any  applicable  statutory  or
regulatory  requirement  to which it is subject  or by which it is bound,  or to
relieve or  deprive  the Board of  Directors  of AAL of  responsibility  for and
control of the conduct of the affairs of AAL.

13.      Definition of Terms

Any  questions of  interpretation  of any term or  provision  of this  Agreement
having a  counterpart  in or  otherwise  derived from a term or provision of the
1933 Act,  the 1934 Act,  the  Advisers Act or the 1940 Act shall be resolved by
reference to such term or provision and to  interpretation  thereof,  if any, by
the United States courts or, in the absence of any  controlling  decision of any
such court,  by rules,  regulations or orders of the SEC validly Issued pursuant
to such Act.

14.      Compliance with Securities Laws

AAL represents that it is registered as an investment adviser under the Advisers
Act and agrees that it will comply with all the provisions of the Act and of the
rules and regulations thereunder.  AAL and DISTRIBUTOR each agree to comply with
all of the  applicable  terms and  provisions of the 1933 Act, the 1934 Act, the
1940 Act, the Advisers  Act,  and all  applicable  state laws and NASD rules and
regulations. Each party hereto shall advise the other promptly of (a) any action
of the SEC or any  authorities  of any  state  or  territory,  of  which  it has
knowledge,  affecting the  registration or  qualification of the ACCOUNTS or the
Certificates,  or the  right  to  offer  the  Certificates  for  sale or (b) the
happening of any event which makes untrue any  statement,  or which requires the
making of any change in any Registration  Statement or any current prospectus or
statement of additional information, in order to make the statements therein not
materially misleading.

I5.   Regulatory Examinations

DISTRIBUTOR  and AAL  agree  to  cooperate  fully  in any  insurance  regulatory
examination,  investigation, or proceeding or any judicial proceeding arising in
connection with the Certificates. DISTRIBUTOR and AAL further agree to cooperate
fully in any securities regulatory  examination,  investigation or proceeding or
any judicial proceeding with respect to AAL,  DISTRIBUTOR,  their affiliates and
their  agents  or   representatives,   to  the  extent  that  such  examination,
investigation or proceeding is in connection with Certificates distributed under
this  Agreement.   DISTRIBUTOR  shall  furnish   applicable  Federal  and  state
regulatory  authorities  with any  information or reports in connection with its
services under this  Agreement  which such  authorities  may request in order to
ascertain  whether AAL's  operations are being conducted in a manner  consistent
with any applicable laws or regulations.

16.      Notices

Any notice  required to be given pursuant to this Agreement shall be deemed duly
given if delivered or mailed by registered mail, postage prepaid, to DISTRIBUTOR
or to AAL at 222 West College Avenue, Appleton, Wisconsin, 54919-0007.

17.      Governing Law

This  Agreement  shall be governed and construed in accordance  with the laws of
the State of Wisconsin.

IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to be signed
by their duly authorized representatives and their respective corporate seals to
be hereunto affixed, as of the day and year first above written.

Aid Association for Lutherans



   
By:  John 0. Gilbert, President and Chief Executive Officer
    


Attest:  Woodrow E. Eno Senior Vice President, Secretary and General Counsel


 AAL Capital Management Corporation



By:  Robert G. Same, Executive Vice President and Chief Operating Officer



   
Attest:  Joseph F. Wreschnig,  Assistant Vice President and Assistant Secretary
    



                        VUL NEW ISSUE COMMISSION PERCENTS

                                 Percent     Percent      Percent
                                 of          of           of
                     Age         1st MFYP    2nd MFYP     All Prems
                     0-44         0.475        0.205       0.025
                     45           0.435        0.185       0.025
                     46           0.43         0.18        0.025
                     47           0.42         0.175       0.025
                     48           0.41         0.17        0.025
                     49           0.4          0.165       0.025
                     50           0.39         0.16        0.025
                     51           0.38         0.155       0.025
                     52           0.37         0.15        0.025
                     53           0.36         0.145       0.025
                     54           0.35         0.14        0.025
                     55           0.345        0.135       0.025
                     56           0.34         0.135       0.025
                     57           0.335        0.135       0.025
                     58           0.325        0.135       0.025
                     59           0.315        0.135       0.025
                     60           0.305        0.135       0.025
                     61           0.295        0.135       0.025
                     62           0.285        0.135       0.025
                     63           0.275        0.135       0.025
                     64           0.265        0.135       0.025
                     65           0.255        0.135       0.025
                     66           0.255        0.135       0.025
                     67           0.255        0.135       0.025
                     68           0.245        0.135       0.025
                     69           0.245        0.135       0.025
                     70           0.235        0.135       0.025
                     71           0.235        0.135       0.025
                     72           0.225        0.135       0.025
                     73           0.225        0.135       0.025
                     74           0.215        0.135       0.025
                     75           0.215        0.135       0.025
                     76           0.215        0.135       0.025
                     77           0.215        0.135       0.025
                     78           0.205        0.135       0.025
                     79           0.205        0.135       0.025
                     80           0.205        0.135       0.025


                            VUL  INCREASE  COMMISSON  AS  PERCENT OF MFYP
<TABLE>

                        Quarter      Quarter     Quarter     Quarter      Quarter     Quarter     Quarter
         Age            1           2           3            4           5           6            7

<CAPTION>
<S>      <C>            <C>         <C>         <C>          <C>         <C>         <C>          <C> 
         0-44           0.32        0.06        0.06         0.06        0.06        0.06         0.06
          45            0.3         0.055       0.055        0.055       0.055       0.05         0.05
          46            0.3         0.055       0.055        0.05        0.05        0.05         0.05
          47            0.295       0.05        0.05         0.05        0.05        0.05         0.05
          48            0.28        0.05        0.05         0.05        0.05        0.05         0.05
          49            0.275       0.05        0.05         0.05        0.05        0.045        0.045
          50            0.27        0.05        0.05         0.045       0.045       0.045        0.045
          51            0.265       0.045       0.045        0.045       0.045       0.045        0.045
          52            0.26        0.045       0.045        0.045       0.045       0.04         0.04
          53            0.255       0.045       0.045        0.04        0.04        0.04         0.04
          54            0.25        0.04        0.04         0.04        0.04        0.04         0.04
          55            0.25        0.04        0.04         0.04        0.04        0.035        0.035
          56            0.245       0.04        0.04         0.04        0.04        0.035        0.035
          57            0.24        0.04        0.04         0.04        0.04        0.035        0.035
          58            0.24        0.04        0.04         0.035       0.035       0.035        0.035
          59            0.24        0.035       0.035        0.035       0.035       0.035        0.035
          60            0.24        0.035       0.035        0.035       0.035       0.03         0.03
          61            0.24        0.035       0.035        0.03        0.03        0.03         0.03
          62            0.24        0.03        0.03         0.03        0.03        0.03         0.03
          63            0.23        0.03        0.03         0.03        0.03        0.03         0.03
          64            0.22        0.03        0.03         0.03        0.03        0.03         0.03
          65            0.22        0.03        0.03         0.03        0.03        0.025        0.025
          66            0.22        0.03        0.03         0.03        0.03        0.025        0.025
          67            0.22        0.03        0.03         0.03        0.03        0.025        0.025
          68            0.22        0.03        0.03         0.025       0.025       0.025        0.025
          69            0.22        0.03        0.03         0.025       0.025       0.025        0.025
          70            0.22        0.025       0.025        0.025       0.025       0.025        0.025
          71            0.22        0.025       0.025        0.025       0.025       0.025        0.025
          72            0.21        0.025       0.025        0.025       0.025       0.025        0.025
          73            0.21        0.025       0.025        0.025       0.025       0.025        0.025
          74            0.2         0.025       0.025        0.025       0.025       0.025        0.025
          75            0.2         0.025       0.025        0.025       0.025       0.025        0.025
          76            0.2         0.025       0.025        0.025       0.025       0.025        0.025
          77            0.2         0.025       0.025        0.025       0.025       0.025        0.025
          78            0.19        0.025       0.025        0.025       0.025       0.025        0.025
          79            0.19        0.025       0.025        0.025       0.025       0.025        0.025
          80            0.19        0.025       0.025        0.025       0.025       0.025        0.025
</TABLE>



AID ASSOCIATION
FOR LUTHERANS

A FRATERNAL BENEFIT SOCIETY

FLEXIBLE PREMIUM VARIABLE
LIFE INSURANCE CERTIFICATE

Death benefit payable at death of insured before maturity date Maturity proceeds
payable on maturity date  Adjustable  death benefit  Flexible  premiums  payable
during  lifetime of insured until  maturity date Death  benefit  guarantee  upon
payment of Death Benefit  Guarantee  Premiums  Return on cash value based on the
investment options selected

   
The amount and duration of the death  benefit of this  certificate  will,  under
some  circumstances,  vary  with  cash  value.  (See  sections  2 and 4 of  this
certificate.)

A death benefit guarantee is provided until the later of 10 years from the issue
date or the Insured's  Attained Age 65 if minimum  monthly  premiums are paid as
defined in section 2.5 of this certificate.

The cash value of this  certificate  may increase or decrease daily depending on
the investment  experience of the  Subaccounts.  There is no guaranteed  minimum
cash value.

This  is  a  certificate  of  membership  and  flexible  premium  variable  life
insurance.  It is a legal contract between You and Aid Association for Lutherans
(AAL).  It is issued in return for the  application and the payment of the first
premium.

This certificate  provides  insurance on the life of the person named above. AAL
will pay the death benefits to the beneficiary  when the insured dies before the
maturity date if this  certificate is still in effect at the time of death.  AAL
will pay the owner the  maturity  proceeds if the insured is still living on the
maturity date and the certificate is still in effect.
    

NOTICE OF TEN DAY RIGHT TO
CANCEL CERTIFICATE
   
READ THIS  CERTIFICATE  CAREFULLY.  Within 10 days after You first  receive this
certificate,  You may cancel it for any reason. To cancel,  the certificate must
be   delivered   or  mailed  with  a  Written   Request  to  Your  AAL  district
representative or the home office. If You return (cancel) the certificate,  this
certificate  shall be void from the  beginning and AAL will pay a refund of: (1)
the  difference  between  payments  made and amounts  allocated  to the Variable
Account;  plus (2) the value of the amount  allocated to the Variable Account as
of the date the  returned  certificate  is  received by us;  plus,  (3) any fees
imposed on the amounts  allocated  to the Variable  Account.  Refunds will occur
within seven days of notice of cancellation.
    

Signed for Aid Association for Lutherans at the home office,  4321 North Ballard
Road, Appleton, Wisconsin 54919.

TABLE OF CERTIFICATE PROVISIONS

1. General  Provisions And Exclusions 1.1  Definitions  1.2 Entire  Contract 1.3
Statements in the  Application 1.4 Change of Contract 1.5  Incontestability  1.6
Misstatement of Age or Sex 1.7 Maintenance of Solvency 1.8 Suicide 1.9 Change of
Certificate

   
2. Death Benefit and Maturity 2.1 Death Benefit 2.2 Level Death Benefit-Option I
2.3 Variable Death  Benefit-Option  II 2.4 Death Benefit Option Change 2.5 Death
Benefit  Guarantee 2.6 Increases in Specified  Amount 2.7 Decreases in Specified
Amount 2.8 Death Benefit Factor 2.9 Maturity
    

3. Premiums
3.1 When and Where to Pay Premiums 3.2 Planned  Periodic Premium 3.3 Net Premium
3.4 Net  Premium  Allocations  3.5  Additional  Premium  Payments  3.6 Limits on
Premiums 3.7 Continuation of Insurance 3.8 Grace Period 3.9 Reinstatement

4. Certificate Values
4.1 Cash Value
4.2 Monthly Deductions
4.3 Cost of Insurance Rates
4.4 Cost of Insurance Charge
4.5 Expense Charges
4.6 Monthly Mortality And Expense Risk Charge
4.7 Surplus Refunds

5. Fixed Account
5.1 Fixed Account
5.2 Interest Earned on The Fixed Account
Cash Value
5.3 Fixed Account Cash Value
5.4 Basis of Computations

6. Variable Account
6.1 Variable Account
6.2  Variable  Subaccount  Cash  Values  
6.3  Number of  Accumulation  Units 
6.4 Accumulation  Unit  Value 
6.5  Transfer  of  Accumulated  Values  
6.6  Change of Portfolio or Investment Policy

7. Certificate Loans
7.1 Loans
7.2 Loan Interest
7.3 Total Loan
7.4 Loan Repayment
7.5 Termination Due to Excess Loan

   
8.  Surrender @& Withdrawal  
8.1 Surrender  Value 
8.2 Surrender  Charge
8.3 Full Surrender 
8.4 Partial Withdrawals 
8.5 Delay of Payment
    

9.  Certificate Reports
9.1 Annual Report
9.2 Illustrative Report

10.   Membership,  Ownership,  Assignment And  Beneficiary  
10.1  Membership 
10.2 Ownership 
10.3  Beneficiary  
10.4 Collateral  Assignment 
10.5 Change of Owner or Beneficiary

11.  Filing a Death Claim
11.1 Notice of Death
11.2 Claim Forms

12.   Settlement   Options  
12.1   Owner--Choosing   A  Settlement  Option  
12.2 Beneficiary--Changing A Settlement Option for the Death Proceeds 
12.3 Settlement Options 
12.4  Guaranteed  Interest  Rate on Settlement  Options 
12.5  Settlement Agreement

Any benefit riders and a copy of the application follow Section 12.
   
QQ
    

1. GENERAL PROVISIONS AND EXCLUSIONS

1.1 DEFINITIONS

"AAL" means Aid Association for Lutherans.

"Accumulation  Unit" is a unit of measure  used to  calculate  the cash value in
each Subaccount of the Variable Account.

"Accumulation   Unit  Value"  on  any  Valuation  Date,  is  the  value  of  the
Accumulation Unit of each Subaccount of the Variable Account.

"Certificate  Anniversary"  means the same date in each  succeeding  year as the
Certificate Issue Date.

   
"Death Benefit  Guarantee  Premium" is the minimum monthly  premium  required to
keep Your particular certificate's Death Benefit Guarantee in effect.
    

"Fixed Account" is an investment option that credits an interest rate. The Fixed
Account is part of AAL's  general  account  which  includes  all of AAL's assets
other than those in any separate account of AAL.

"Fund" means the AAL Variable  Product Series Fund, Inc. The Fund has portfolios
that correspond to each of the Subaccounts of the Variable Account.  The current
portfolios are shown on page 3A.

   
"Insured's  Attained  Age" is not the insured's  actual  current age, but is the
issue age shown on page 3A plus the  number of  certificate  anniversaries  that
have passed since the issue date of this certificate.

"Monthly  Deduction  Date" is the day, each month,  on which monthly charges are
taken from the cash value.  It occurs each month on the  Valuation  Date,  on or
preceding  the day of the month  which is the same day of the month on which the
certificate was issued.
    

"Net Asset Value" means the unit of valuation  for a Fund  portfolio as computed
for a Valuation Period and described in such Fund's prospectus.

"Subaccount"  means a  subdivision  of the  Variable  Account.  Each  Subaccount
invests exclusively in the shares of a corresponding  portfolio of the Fund. The
current Subaccounts are shown on page 3.

"Valuation Date" means any day that both the New York Stock Exchange is open for
regular trading and AAL is open for business.

"Valuation  Period" means the period of time from the end of one Valuation  Date
to the end of the next Valuation Date.

   
"Variable  Account"  means the AAL  Variable  Life  Account  I. It is a separate
account of AAL.
    

"Written  Request" means a Written Request signed by You that is satisfactory in
form and content to AAL.

   
"You" or "Your" mean the owner of this certificate.
    

1.2 ENTIRE CONTRACT

The entire contract between You and AAL is made up of:

   
This certificate including any attached riders, endorsements or amendments;
    

The  attached  application,  including  any  applications  for  increase  in the
specified amount; and

   
The AAL  Articles of  Incorporation  and Bylaws  which are in force on the issue
date of this certificate.
    

1.3 STATEMENTS IN THE APPLICATION

Statements made in the application  will be treated as  representations  and not
warranties.  No statement  will be used by AAL to void the contract or to deny a
claim unless it appears in the application.

1.4 CHANGE OF CONTRACT

   
No  representative  of AAL except the  president or the secretary may change any
part of this certificate on behalf of AAL.
    

1.5 INCONTESTABILITY

   
AAL will not  contest  the  validity  of this  certificate  after it has been in
effect  during the  lifetime  of the  insured for two years from the issue date.
Also see sections 2.6 and 3.9.
    

1.6 MISSTATEMENT OF AGE OR SEX

   
The values of this  certificate  are based on the insured's age and sex,  except
where  otherwise  required  by law.  If the date of  birth  or sex  shown on the
application is wrong,  the proceeds  payable will be adjusted to the amount that
would be provided by the most  recent  cost of  insurance  charge at the correct
attained age or sex.
    

1.7 MAINTENANCE OF
SOLVENCY

This provision applies only to values in the Fixed Account.

   
If AAL's  reserves for any class of  certificates  become  impaired,  You may be
required to make an extra  payment.  AAL's Board of Directors will determine the
amount of any extra payment based on each member's fair share of the deficiency.

If the  payment  is not  made,  it  will  be  charged  as a  loan  against  this
certificate  with  interest at a rate of 5 percent  per year.  You may choose an
equivalent reduction in benefits instead of or in combination with the loan.

Any indebtedness and interest charged against this certificate, or any agreement
for a reduction in benefits, shall have priority over the interest of any owner,
beneficiary, or collateral assignee under this certificate.
    

1.8 SUICIDE

   
The death benefit will not be paid if the insured commits suicide, while sane or
insane,  within one year of the issue date.  AAL will refund all premiums  paid,
without  interest.  Any  certificate  loans and unpaid  interest and any partial
withdrawals will be deducted from the premiums refunded. Also see section 2.6.
    

1.9 CHANGE OF CERTIFICATE

   
You have the  right to have  substandard  ratings  and flat  extras  reduced  or
removed and to change from smoker to non-smoker risk class. These rights are all
subject to the insured being  insurable for the change under AAL's  underwriting
guidelines  and  policies at the time the  certificate  change is  requested.  A
written  application  providing proof of insurability for the change under AAL's
underwriting guidelines and policies may be required.
    

You have the right to drop additional benefits without proof of insurability.

   
Other rights You have to change the certificate  are described  elsewhere in the
certificate.  All changes to the  certificate are subject to section 3.6 of this
certificate entitled "Limits on Premiums."

A $25 charge will be deducted from the cash value for each change of certificate
described above.
    

2. DEATH BENEFIT AND MATURITY

2.1 DEATH BENEFIT

The death  benefit  payable  upon the death of the insured  depends on the death
benefit option in effect on the date of the insured's  death.  The death benefit
option You selected is shown on page 3A.

   
Any certificate loan and unpaid interest will be deducted from the death benefit
payable.
    

2.2 LEVEL DEATH BENEFIT - OPTION I

The death benefit payable when the insured dies is the larger of:

The specified amount shown on page 3A; or

The cash value on the date of death multiplied by the death benefit factor.

   
2.3 VARIABLE DEATH BENEFIT - OPTION II
    

The death benefit payable when the insured dies is the larger of:

The specified  amount shown on page 3A plus the cash value on the date of death;
or

The cash value on the date of death multiplied by the death benefit factor.

2.4 DEATH BENEFIT OPTION CHANGE

   
You have the right to  change  from the Level  Death  Benefit,  Option I, to the
Variable Death  Benefit,  Option II, upon Written  Request.  The insured must be
insurable  for the  Variable  Death  Benefit,  Option  II,  according  to  AAL's
underwriting  guidelines and policies. A written application  providing proof of
insurability under AAL's guidelines and policies may be required.

If this change is made, the specified amount will be decreased so that it equals
the death benefit less the cash value  immediately  preceding the effective date
of the change.  The  decrease in  specified  amount will be applied in the order
specified  in section  2.7.  This change may not be made if it would  reduce the
specified amount below $10,000.

You have the right to change from the Variable Death Benefit,  Option II, to the
Level Death Benefit, Option I, upon Written Request. If this change is made, the
specified  amount  will be  increased  to equal  the  death  benefit  in  effect
immediately preceding the effective date of the change.

The right to change  death  benefit  options is  subject to section  3.6 of this
certificate entitled "Limits on Premiums."

A $25 charge will be deducted from the cash value for each Death Benefit  Option
change.  This charge will be allocated in the method described in section 4.2. A
change of Death Benefit  Option  becomes  effective on the date shown on the new
page 3A that is sent to You.

2.5 DEATH BENEFIT
GUARANTEE

Your  certificate  is  guaranteed  not to enter  the  grace  period on a Monthly
Deduction  Date if the Death Benefit  Guarantee is in effect.  The Death Benefit
Guarantee will remain in effect if, on each Monthly Deduction Date:

1) the Insured's  Attained Age is less than 65 or less than 10 years has elapsed
since the certificate issue date, and

2) premiums paid less withdrawals  equals or exceeds required  premiums plus the
total certificate loan.
    

For this purpose:

premiums  paid  less  withdrawals  is the sum of all  premiums  paid,  minus any
partial withdrawals and related charges; and

   
required premiums plus the total certificate loan is the Death Benefit Guarantee
Premium,  as shown on page 3A, times the number of months since the  certificate
issue date,  including the current month,  plus the total certificate loan as of
the Monthly Deduction Date.

At issue, Your certificate has an initial Death Benefit Guarantee Premium.  Your
Death Benefit  Guarantee  Premium will change each time: 1) the specified amount
is increased or decreased;  or 2) riders are added, changed, or terminated.  The
new Death Benefit  Guarantee Premium will apply from the first Monthly Deduction
Date on or after the date of each change until the next such change.
    

For each  Death  Benefit  Guarantee  Premium  there is an  associated  effective
period.  The effective period for the initial Death Benefit Guarantee Premium is
the number of months from the issue date up to the Monthly  Deduction Date prior
to the 1st change  creating a new Death  Benefit  Guarantee  Premium.  For other
Death Benefit Guarantee  Premiums,  the associated  effective period is equal to
the number of months from the first Monthly  Deduction Date on or after the date
of the change  creating  the Death  Benefit  Guarantee  Premium,  to the Monthly
Deduction Date prior to the next change  creating a new Death Benefit  Guarantee
Premium. If there has not been a subsequent change the effective period is equal
to the number of months since the first Monthly  Deduction  Date on or after the
date of the change, including the current month.

   
If Your Death Benefit Guarantee Premium has ever changed, the required premiums,
used in determining if the Death Benefit Guarantee remains in effect,  are equal
to the sum of each Death Benefit Guarantee Premium times the number of months in
its associated effective period.

If on a  Monthly  Deduction  Date,  sufficient  premiums  have not been  paid to
maintain the Death Benefit  Guarantee,  an additional  period  lasting until two
additional  Monthly Deduction Dates have occurred will be allowed for payment of
a premium sufficient to meet the cumulative  required premium as outlined above.
If the premium is not paid  within  this  period,  the Death  Benefit  Guarantee
provision will no longer be in effect, and cannot be reinstated.  Notice of such
required premium will be mailed to Your last known address.
    

For any  month in which  the  monthly  deduction  is being  paid by a Waiver  of
Monthly  Deduction  Benefit Rider attached to this  contract,  the Death Benefit
Guarantee Premium for that month will be zero.

2.6 INCREASES IN SPECIFIED AMOUNT

   
You have the right to increase the specified amount at any time on or before the
Certificate  Anniversary following the insured's 80th birthday if the insured is
insurable for the increase under AAL's underwriting  guidelines and policies.  A
written  application  providing proof of insurability  under AAL's  underwriting
guidelines and policies may be required.  An increase is not allowed if the risk
class of the insured at time of  increase is standard  and the risk class of the
insured shown on page 3A is "STANDARD NONSMOKER".
    

An increase must be at least $10,000. Proof of insurability may be required and,
if You are not the insured, proof of insurable interest may also be required.

When an increase is approved,  it becomes effective on the date shown on the new
page 3A that is sent to You.

   
The cost of insurance  rates for each  increase in  specified  amount may differ
from  the  rates  that  apply  to the  existing  specified  amount.  The cost of
insurance  rates  charged for each  increase  will vary based on factors such as
sex, age, risk class, and time elapsed since issue.
    

Each increase will be subject to AAL's expense  charges in effect at the time of
increase.  The expense  charges for each increase will be based on the insured's
sex and age on the last Certificate Anniversary and will apply for the number of
months shown on the new page 3A.1. A new set of surrender  charges will apply to
each  increase in the specified  amount.  These charges will all be shown on the
new page 3A.1.

   
See section 4 for more detail  regarding  charges  that apply to the increase in
specified amount.
    

AAL will not contest the  validity of the  increase  after it has been in effect
during the lifetime of the insured for two years from the date of increase.  Any
contest of the validity of the increase  will be limited to  statements  made in
the application for the increase.

The one year  period  in the  Suicide  Exclusion  provision  will  apply to each
increase  beginning  on the  effective  date of each  increase.  The only amount
payable will be a refund of the monthly deductions for the increase.

2.7 DECREASES IN SPECIFIED AMOUNT

   
You have the right to  decrease  the  specified  amount at any time  after  this
certificate  has been in effect for one year, if specified  amount  remaining in
effect  is at least  $10,000.  The right to  decrease  the  specified  amount is
subject to section 3.6 of this  certificate  entitled  "Limits on Premiums." AAL
reserves  the  right to  refuse to  accept  premiums,  and to  refund  premiums,
earnings on  premiums,  or cash value  necessary to ensure  compliance  with the
requirements in the Internal  Revenue Code for tax deferral of increases in cash
value and the exclusion of death benefits from gross income.
    

The  decrease  will be effective on the date the request is received at the home
office. The decrease will be subtracted first from any previous increases in the
specified  amount,  starting  with  the most  recent,  then  from  the  original
specified amount.

A surrender  charge will be subtracted from the cash value if a surrender charge
is in effect for that part of the specified  amount.  The surrender  charges are
shown on the Table of Surrender Charges on page 3A.1.

2.8 DEATH BENEFIT FACTOR

   
The death benefit  factor  depends on the Insured's  Attained Age on the date of
death. The table below shows the death benefit factor for each age.

Age      Factor   Age            Factor
                                
0-40     2.50     68             1.17
41       2.43     69             1.16
42       2.36     70             1.15
43       2.29     71             1.13
44       2.22     72             1.11
45       2.15     73             1.09
46       2.09     74             1.07
47       2.03     75             1.05
48       1.97     76             1.05
49       1.91     77             1.05
50       1.85     78             1.05
51       1.78     79             1.05
52       1.71     80             1.05
53       1.64     81             1.05
54       1.57     82             1.05
55       1.50     83             1.05
56       1.46     84             1.05
57       1.42     85             1.05
58       1.38     86             1.05
59       1.34     87             1.05
60       1.30     88             1.05
61       1.28     89             1.05
62       1.26     90             1.05
63       1.24     91             1.04
64       1.22     92             1.03
65       1.20     93             1.02
66       1.19     94             1.01
67       1.18     95 @& over     1.00

The purpose of the death benefit factor is to help qualify Your certificate as a
life insurance contract under the Corridor Test in federal tax law.
    

2.9 MATURITY

AAL will pay You the  maturity  proceeds if the  insured is still  living on the
maturity  date shown on page 3A. The  maturity  proceeds  will be the cash value
less any loan and unpaid loan interest.

3. PREMIUMS

3.1 WHEN AND WHERE TO PAY PREMIUMS

   
Premiums may be paid at any time and in any amount,  subject to the restrictions
described  below. If premium payments are not sufficient to maintain a surrender
value larger than the monthly  deduction amount and Your Death Benefit Guarantee
under section 3.6 is not in effect, Your insurance coverage will terminate.  Pay
premiums by making  Your check  payable to Aid  Association  for  Lutherans  and
sending it to: Aid Association for Lutherans, 4321 North Ballard Road, Appleton,
Wisconsin 54919. Include Your certificate number.
    

3.2 PLANNED PERIODIC
   
PREMIUM
    

The amount and frequency of the planned  periodic  premium You have selected are
shown on page 3A.  Changes in frequency  and increases or decreases in amount of
payments may be made at any time.  AAL reserves the right to limit the amount of
any increase.

3.3 NET PREMIUM

The net  premium is the  premium  paid less the  percentage  of premium  expense
charge. The percentage of premium expense charge is shown on page 3A.1.

3.4 NET PREMIUM
ALLOCATIONS

   
Net premiums are allocated to the Subaccounts and Fixed Account according to the
premium  allocation  percentages  You  select  for this  certificate,  except as
otherwise  provided below.  Each net premium is allocated to a Subaccount in the
form of Accumulation  Units.  The number of Accumulation  Units is determined by
dividing the net premium by the value of an  Accumulation  Unit,  next  computed
after AAL receives Your premium.

The initial  premium  allocation  percentages  You selected are specified in the
application. Your first premium will be allocated as of the end of the Valuation
Period during which all  underwriting and  administrative  requirements are met.
All subsequent  premiums will be allocated as of the end of the Valuation Period
during which they are received at AAL.

AAL  reserves the right to allocate  Your  premium  payments to the money market
Subaccount  if this  right is  included  under  the  notice  of right to  cancel
certificate found on the front cover of this certificate.
    

Each  premium  allocation  percentage  must be a whole  percent.  The sum of the
premium  allocation  percentages must be 100%%. AAL reserves the right to adjust
Your allocation to eliminate fractional percentages.

   
You may change Your premium allocation  percentages by sending a Written Request
to AAL. AAL will provide a form for You to use to make this request.  The change
will be effective as of the date Your Written  Request is received at AAL's home
office.  The change will apply to premium  payments  received at AAL on or after
the effective date of the change.
    

3.5 ADDITIONAL PREMIUM PAYMENTS

Additional  premium  payments  may be made;  however,  AAL reserves the right to
limit the number and amount of these additional payments.

3.6 LIMITS ON PREMIUMS

   
The Internal  Revenue Code  provides for tax deferral of increases in cash value
and the exclusion of death  benefits  from gross income if certain  requirements
are met. To qualify for this tax treatment,  You must meet the Guideline Premium
Limit and the Corridor Test in the Internal Revenue Code. The Guideline  Premium
Limit  requires that total  premium  payments not exceed the limit stated in the
Code. The Corridor Test requires that the death benefit be greater than or equal
to the cash value  multiplied by a factor  stated in the Code.  AAL reserves the
right to refuse to accept  premiums  and to refund  any  premiums,  earnings  on
premiums,  or cash value necessary to ensure compliance with these  requirements
and to ensure compliance with additional code requirements  which may be imposed
to qualify  for this tax  treatment.  AAL also  reserves  the right to refuse to
accept  any  premium  that  would  increase  the death  benefit  because  of the
requirements of the Corridor Test.
    

3.7 CONTINUATION OF
INSURANCE COVERAGE

   
If You stop making premium  payments,  or payments are not large enough to cover
the monthly deductions, and the Death Benefit Guarantee under section 2.5 is not
in effect,  the insurance coverage provided by this certificate will continue in
effect until the surrender value is not large enough to pay a monthly deduction.
This certificate will then terminate at the end of the grace period.
    

3.8 GRACE PERIOD

   
When the Death Benefit  Guarantee  under  section 2.5 is not in effect,  a grace
period will begin on a Monthly  Deduction  Date if the  surrender  value is less
than the  amount of the  monthly  deductions.  Written  notice  of the  required
premium  will be sent to You and any  assignee  at the last known  address.  The
grace  period will end 61 days from the date the written  notice is sent to You.
The  required  premium  is the  amount of  premium  needed to cover the next two
monthly deductions.  Any surrender value is applied to reduce the premium amount
needed before  notice is sent.  If the full required  payment is not received by
AAL at its home office before the end of the grace period, this certificate will
terminate.

When You pay a premium  during the grace  period,  the net premium is applied to
overdue monthly  deductions first. Any additional net premium amount is added to
the cash value. If the insured dies during the grace period,  any unpaid monthly
deductions will be deducted from the death proceeds.
    

3.9 REINSTATEMENT

   
You may  reinstate  this  certificate  any time within  three years after it has
terminated  so long as You did not  surrender  it for its  surrender  value.  To
reinstate Your  certificate the insured must be insurable for  reinstatement  at
the time of reinstatement under AAL's underwriting  guidelines and policies, and
pay a premium at least equal to:
    

The reinstated loan amount; plus

Any surrender charge at the time of reinstatement; plus

The first two monthly deduction amounts after reinstatement; less

The cash value at termination; less

Any surrender charge credited back at reinstatement; plus

The new  surrender  charge taken for any  reduction in the  specified  amount at
reinstatement;

All divided by one minus the percent of premium expense charge rate.

   
The premium paid upon reinstatement will be used first to pay any unpaid monthly
deductions that occurred during the grace period.  Your certificate will then be
reinstated on the date AAL approves Your application for reinstatement.

If You  reinstate  this  certificate,  AAL will not contest the  validity of the
reinstated  certificate  after it has been in effect  during the lifetime of the
insured for two years from the date of reinstatement. After this Certificate has
been in force two years from the issue date,  any contest of the validity of the
reinstated certificate will be limited to statements made in the application for
reinstatement.
    

4. CERTIFICATE VALUES

4.1 CASH VALUE

   
The cash value on the issue date of this  certificate  is the first net  premium
less the monthly deductions for the first month.

On any  Monthly  Deduction  Date after the issue date the cash value is equal to
the sum of the cash values for this  certificate in the  Subaccounts  and in the
Fixed Account.  See section 5 on the Fixed Account and section 6 on the Variable
Account for how cash values are determined.
    

4.2 MONTHLY DEDUCTIONS

   
Each month on the Monthly Deduction Date, AAL will deduct from the cash value of
this certificate the following:
    

The cost of insurance charge; and

A monthly mortality and expense risk charge; and

   
The cost of any benefit riders attached to this certificate; and
    

Any expense charges in effect.

   
Allocation Method: Deductions, except for the monthly mortality and expense risk
charge (see section 4.6),  will be taken from the  Subaccounts and Fixed Account
according to the ratio that the cash value in the Subaccount or Fixed Account of
this  certificate  bears to the total cash value of this certificate at the time
of  deduction.  When doing this  calculation  the total cash value and the Fixed
Account cash value will be reduced by the total certificate loan.
    

Deductions from a Subaccount  results in the cancellation of Accumulation  Units
from that Subaccount.

   
So long as the surrender  value is large enough to meet these  deductions on the
Monthly  Deduction  Date or the  Death  Benefit  Guarantee  is in  effect,  this
certificate will remain in effect.
    

4.3 COST OF INSURANCE RATES

   
The cost of insurance rates charged will vary based on factors such as sex, age,
risk class and time elapsed since issue.  Cost of insurance rates are determined
by AAL based on expectations as to future mortality and expense experience.  Any
change in these rates will be applied on a uniform  basis to all insureds of the
same age, sex and risk class.  However,  AAL cannot use cost of insurance  rates
higher than the annual  guaranteed cost of insurance rates shown in the table on
page 3B divided by 1.0032737.  The guaranteed  cost of insurance rates are based
on certain of the 1980  Commissioner's  Standard Ordinary  Mortality Tables, age
last  birthday.  These tables  provide rates which vary based on age, risk class
and sex of the insured.
    

4.4 COST OF INSURANCE CHARGE

The cost of insurance  charge is calculated on each Monthly  Deduction  Date for
the next month.  It is equal to the cost of  insurance  rate  multiplied  by the
amount of insurance at risk. The amount of insurance at risk is:

The death benefit on the Monthly Deduction Date; less

The cash value on the Monthly Deduction Date times 1.0032737.

4.5 EXPENSE CHARGES

   
AAL will deduct from the cash value of this  certificate  the following  expense
charges:

A monthly certificate fee; and
    

A monthly expense charge.

A premium expense charge will also be deducted from each premium payment.

All of the above charges and their durations are shown on page 3A.1.

   
In  addition  to the above  charges,  a $25 change  fee will be charged  for all
certificate changes described in the certificate.

4.6 MORTALITY AND
EXPENSE RISK CHARGES

On each Monthly  Deduction  Date, AAL will deduct an amount that is a percent of
the  total  cash  value in each  Subaccount  of this  certificate  as a  monthly
mortality and expense risk charge.  The monthly charge applied to the total cash
value in each  Subaccount is guaranteed not to exceed .075%%.  In addition,  the
monthly  mortality  and  expense  risk  charge on  certificates  from their 15th
Certificate  Anniversary  and  beyond is  guaranteed  at any time to be at least
 .04166%% less than the rate in effect at that time for  certificates  which have
not reached their 15th Certificate Anniversary.
    

4.7 SURPLUS REFUNDS

   
This  certificate  will  participate  in any surplus  refunds  declared for this
Certificate,  annually by the AAL Board of  Directors.  Surplus  refunds will be
allocated as determined by AAL unless You request payment in cash.  Charges were
determined so that AAL does not expect any surplus refund to be declared.
    

5. FIXED ACCOUNT

5.1 FIXED ACCOUNT

Premiums  allocated  to the Fixed  Account  and  transfers  of cash value from a
Subaccount to the Fixed  Account  become part of the general  account  assets of
AAL.  The general  account  includes  all of AAL's  assets,  except those assets
segregated in the Variable Account or any other separate account of AAL.

5.2 INTEREST EARNED ON THE FIXED ACCOUNT CASH VALUE

   
AAL will credit  interest to the Fixed  Account cash value on a daily  basis.  A
current interest rate will be declared periodically by AAL and is guaranteed not
to change more often than  quarterly.  AAL guarantees  that the rate of interest
credited to the Fixed Account will never be less than 4 percent annually.

A lower rate of interest  may be  credited  to the portion of the Fixed  Account
cash value that equals the amount of any total certificate loan, but it will not
be less than 4 percent.
    

5.3 FIXED ACCOUNT CASH VALUE

On any  Valuation  Date after the issue date,  the Fixed  Account  cash value is
equal to:

The Fixed Account cash value on the last  Valuation Date increased with interest
for each day since the last Valuation Date; plus

The portion of the net  premiums  allocated  to the Fixed  Account and  received
since the last  Valuation Date increased with interest from the date the premium
was received to the current Valuation Date; plus

The  amount  of any  transfers,  less  any  charge  for the  transfer,  from the
Subaccounts  to the Fixed  Account,  including  loan  transfers,  since the last
Valuation  Date  increased with interest from the date the transfer was received
to the current Valuation Date; less

The amount of any transfers from the Fixed Account to the Subaccounts  since the
last  Valuation  Date,  and the interest  that would have been credited from the
date the transfer was made to the current Valuation Date; less

Any portion of any  partial  withdrawals  taken from the Fixed  Account and made
since the last Valuation Date, including any charge for the withdrawal,  and the
interest that would have been  credited from the date of the partial  withdrawal
to the current Valuation Date; less

Any portion of any surrender charges taken from the Fixed Account resulting from
any  decreases  in  specified  amount  since the last  Valuation  Date,  and the
interest  that would have been  credited  from the date of the  decrease  to the
current Valuation Date; less

The  amount of any death  benefit  option  change  charge  taken  from the Fixed
Account  resulting  from any  change  in death  benefit  option  since  the last
Valuation  Date, and the interest that would have been credited from the date of
the change to the current Valuation Date; less

   
Any portion of any  certificate  change  charge taken from the Fixed Account and
the interest  that would have been  credited  from the date of the change to the
current Valuation Date; less
    

If the  Valuation  Date is a Monthly  Deduction  Date,  the  monthly  deductions
allocated to the Fixed Account for that month.

No interest is credited for February 29th.

5.4 BASIS OF
COMPUTATIONS

Minimum  guaranteed  cash  values  for  the  Fixed  Account  are  based  on  the
Commissioner's  1980 Standard Ordinary Mortality Table, age last birthday,  with
interest at the rate of 4 percent.

   
These  values  equal or exceed the  minimum  values  required by law. A detailed
statement of how AAL calculates cash values for this  certificate has been filed
with the insurance  department of the state or district  where this  certificate
was delivered.
    

6. VARIABLE ACCOUNT

6.1 VARIABLE ACCOUNT

   
The AAL Variable Life Account I is a separate  investment account established by
AAL under Wisconsin law. The Variable  Account is registered with the Securities
and Exchange  Commission as a unit investment trust under the Investment Company
Act of 1940.
    

AAL uses the assets of the  Variable  Account to buy shares in the AAL  Variable
Product  Series  Fund,  Inc.  The Fund is  registered  with the  Securities  and
Exchange  Commission  under the Investment  Company Act of 1940 as a diversified
open-end  management  investment  company.  The Variable Account has Subaccounts
which are  invested in  corresponding  specific  portfolios  of the Fund.  These
Subaccounts and portfolios are shown on page 3A.

AAL, consistent with then applicable law, may:

Combine one separate account with another separate account, operate the separate
account as a management  investment company,  deregister the separate account as
an investment company or modify the Variable Account;

Add, delete, combine or modify Subaccounts;

   
Make any new Subaccount available to You on a basis to be determined by AAL; and

Invest  the  assets of any new  Subaccount  in a new  portfolio  of the Fund,  a
different investment company or in any other investment.

AAL owns the assets of the Variable  Account and keeps them  legally  segregated
from the  assets of the  general  account.  The assets of the  Variable  Account
shall,  at the time during the year that  adjustments  in the reserves are made,
have a value at least equal to the reserves and other contract  liabilities with
respect to the  Variable  Account  and, at all other  times,  shall have a value
approximately equal to or in excess of such reserves and liabilities. The assets
of the Variable Account shall not be chargeable with liabilities  arising out of
any other business AAL may conduct,  except to the extent that the assets of the
Variable  Account  exceed the reserves  and other  contract  liabilities  of the
Variable  Account  arising  under the  certificates  supported  by the  Variable
Account.  Income, and gains and losses, whether or not realized, from the assets
in each Subaccount are credited to or charged  against that  Subaccount  without
regard to any of AAL's other income, gains or losses. The value of the assets in
the Variable Account is determined at the end of each Valuation Date.
    

6.2 VARIABLE SUBACCOUNT CASH VALUES

   
The cash value for this certificate in each Subaccount as of a Valuation Date is
equal to:

The  number  of  Accumulation  Units  for this  certificate  in that  Subaccount
multiplied by the Accumulation Unit Value for that Subaccount.
    

The cash value for any day that is not a Valuation Date will be determined as of
the next Valuation Date.

6.3 NUMBER OF
ACCUMULATION UNITS

   
The number of  Accumulation  Units for this  certificate  in any  Subaccount may
increase  or  decrease  at the end of each  Valuation  Period  depending  on the
transactions  that occur in the  Subaccount  during the Valuation  Period.  When
transactions  occur, the actual dollar amounts of the transactions are converted
to Accumulation  Units. The number of Accumulation  Units for a transaction in a
Subaccount is determined by dividing the dollar amount of the transaction by the
Accumulation  Unit Value of the  Subaccount at the end of the  Valuation  Period
during which the transaction occurs.
    

The number of  Accumulation  Units in a Subaccount  increases when the following
transactions occur during the Valuation Period:

Net premiums are allocated to the Subaccount; or

Cash value is transferred to the Subaccount from another  Subaccount or from the
Fixed Account.

The number of  Accumulation  Units in a Subaccount  decreases when the following
transactions occur during the Valuation Period:

Cash value is transferred  from the  Subaccount to another  Subaccount or to the
Fixed Account, including loan transfers;

Partial   withdrawals  and  partial   withdrawal  charges  are  taken  from  the
Subaccount;

   
Monthly deductions or transfer charges are taken from the Subaccount;

A charge for a Death Benefit Option change is allocated to the Subaccount;

A charge for a certificate change is allocated to the Subaccount; or
    

Surrender charges are allocated to the Subaccount.

6.4 ACCUMULATION UNIT VALUE

For each  Subaccount,  the  initial  Accumulation  Unit  Value  was set when the
Subaccount was established. The Accumulation Unit Value may increase or decrease
from one Valuation Period to the next.

The  Accumulation  Unit Value for a Subaccount for any Valuation Period is equal
to:

   
The Net  Asset  Value  of the  corresponding  Fund  portfolio  at the end of the
Valuation Period; plus

The amount of any dividend,  capital gain or other distribution made by the Fund
portfolio if the "ex-dividend" date occurs during the Valuation Period;  plus or
minus

Any cumulative credit or charge for taxes reserved which is determined by AAL to
have resulted from the operation of the portfolio; then

The sum of the above is divided by the total number of  Accumulation  Units held
in  the  Subaccount  at  the  end  of the  Valuation  Period  before  any of the
transactions referred to in section 6.3 have occurred.
    

6.5 TRANSFER OF
CASH VALUES

   
At any  time,  You may  transfer  all or a  portion  of the  cash  value of this
certificate  among the  Subaccounts  and the Fixed  Account by sending a Written
Request to AAL. AAL will  provide a form for You to use.  The  transfer  will be
effective  as of the end of the  Valuation  Period  during  which  Your  Written
Request is received at AAL. Transfers are subject to the following:
    

The total dollar amount of any transfer  cannot be less than the smaller of $500
or the cash value of the  Subaccount or Fixed Account from which the transfer is
being made at the time of transfer.

The dollar  amount of any transfer to a Subaccount  or the Fixed Account may not
be less than $50.

   
You may make 12  transfers  from one or more  Subaccounts  to one or more  other
Subaccounts or the Fixed Account in each  certificate  year without charge.  AAL
will  charge $25 per  transfer  for each  transfer in excess of the 12th in each
certificate year, which will be applied against the transfer amount prior to the
transfer being allocated as You direct.

You may make only 1 transfer  from the Fixed Account in each  certificate  year.
The transfer may not exceed the greater of $500 or 25%% of the cash value of the
Fixed  Account at the time of transfer.  This  transfer will not be subject to a
transfer charge.

AAL may delay  making  transfers  subject to the same  conditions  described  in
section 8.5.
    

6.6 CHANGE OF PORTFOLIO
OR INVESTMENT POLICY

   
AAL  may  determine  that a  portfolio  of a Fund  is no  longer  desirable  for
investment by a Subaccount or the shares of a portfolio are no longer  available
for  investment.  If that  occurs,  AAL  has the  right  to  substitute  another
portfolio of the Fund, or to invest in another investment  company.  This change
would be subject to any required  prior  approval by the Securities and Exchange
Commission  and the  insurance  supervisory  officials  in the state  where this
certificate is delivered.
    

Any change in the investment  policy of the Variable  Account will be subject to
any required prior approval by the insurance  supervisory officials of the state
of Wisconsin. AAL will notify You of any material change in investment policy.

7. CERTIFICATE LOANS

7.1 LOANS

   
Using the value of this certificate as security, You may obtain a loan. The most
You may borrow is 92 percent of the surrender  value. AAL has the right to delay
payment of the loan as described under section 8.5.

The loan will be taken from the Subaccounts  and Fixed Account  according to the
method described in section 4.2; or according to any other administrative option
which You choose and is  available  at the time of the loan.  Cash value will be
transferred to the Fixed Account from each Subaccount equal to the allocation of
the loan taken from that Subaccount.  On each Monthly  Deduction Date the excess
of the  total  certificate  loan  over the  Fixed  Account  cash  value  will be
transferred  from  the  Subaccounts  to  the  Fixed  Account.   The  cash  value
transferred  will be  allocated  among the  Subaccounts  according to the method
described in section 4.2.
    

7.2 LOAN INTEREST

The  annual  interest  rate  charged  to a loan  prior to the  15th  Certificate
Anniversary is 8 percent.  Once  Certificate  Anniversary 15 is reached AAL will
charge 7.25%% on loans. Interest accrues daily from the loan issue date.

   
A lower rate of interest  may be  credited  to the portion of the Fixed  Account
cash value that equals the amount of any outstanding certificate loan.
    

7.3 TOTAL CERTIFICATE LOAN

   
The  total  certificate  loan is equal to the loan  principal  plus any  accrued
interest.
    

7.4 LOAN REPAYMENT

You may repay a loan in part or in full at any time.  When You send in a payment
for Your loan, be sure to state that it is a loan payment.

7.5 TERMINATION DUE TO EXCESS LOAN

   
If the total  certificate  loan ever  equals or exceeds the cash value minus any
surrender  charges,  and the Death Benefit Guarantee under section 2.5 is not in
effect,  this  certificate  will enter the grace  period as described in section
3.8.

8. SURRENDER & WITHDRAWALS
    

8.1 SURRENDER VALUE

The surrender value is the cash value minus:

Any surrender charges; and

Any loans and unpaid loan interest.

8.2 SURRENDER CHARGE

   
A surrender charge will be subtracted from the cash value if this certificate is
surrendered  during the surrender  charge period,  or You decrease the specified
amount.  The  surrender  charges are shown on the Table of Surrender  Charges on
page 3A.1.
    

8.3 FULL SURRENDER

   
You may surrender this  certificate  for its full  surrender  value by sending a
Written  Request to AAL.  The  surrender  will be  effective  as of the date the
request is received at the home office and  insurance  coverage will end on that
day.

AAL has the right to delay paying the cash value as described under section 8.5.
    

8.4 PARTIAL WITHDRAWALS

   
You may withdraw part of the surrender  value of this  certificate  by sending a
Written Request to the home office.  A $25 charge will be deducted from the cash
value for each  partial  withdrawal  after the first one in any one  certificate
year.
    

A partial withdrawal:

Will reduce the cash value by the amount of the partial withdrawal;

Will  reduce the  specified  amount by the amount of the partial  withdrawal  if
Death Benefit Option I is in effect except for the part of the withdrawal  which
is equal to (a) minus (b), if positive, where:

   
(a) is the cash  value  as of the date of the  partial  withdrawal,  before  the
partial withdrawal is taken, multiplied by the death benefit factor; and

(b) is the specified amount before the partial withdrawal is taken.
    

A partial  withdrawal  may not be made if the specified  amount would be reduced
below the minimum allowed by AAL.

   
The partial  withdrawal  will be taken from the  Subaccounts  and Fixed  Account
according  to the method  described  in section  4.2; or  according to any other
administrative  option  which You  choose  and is  available  at the time of the
partial withdrawal.

AAL has the right to delay  paying  the  amount  withdrawn  as  described  under
section 8.5.
    

8.5 DELAY OF PAYMENT

Payment  of any  withdrawal  value,  cash  surrender  value,  or loan value will
normally  be made within 7 days after Your  Written  Request is received at AAL.
However,  AAL may delay  this  payment  or any other  type of  payment  from the
Variable Account for any period when:

The New York Stock Exchange is closed for trading other than  customary  weekend
and holiday closings;

Trading on the New York Stock Exchange is restricted;

An emergency  exists as a result of which it is not  reasonably  practicable  to
dispose of securities held in the Variable  Account or to fairly determine their
value; or

The  Securities  and  Exchange  Commission  by order  permits  the delay for the
protection of security holders.

AAL may delay payment of any  withdrawal  value,  cash  surrender  value or loan
value from the Fixed  Account for up to 6 months after Your  Written  Request is
received at AAL.

9. CERTIFICATE REPORTS

9.1 ANNUAL REPORT

   
At least once each certificate  year, AAL will send You a report  concerning the
current status of Your certificate. There is no charge for this report.
    

9.2 ILLUSTRATIVE REPORT

   
Upon Your request,  AAL will send You an  illustration of future values for this
certificate. AAL may charge a reasonable fee for each illustration requested.
    

10. MEMBERSHIP, OWNERSHIP, ASSIGNMENT AND BENEFICIARY

10.1 MEMBERSHIP

   
The person who applied for this  certificate  and is listed as the member on the
application for insurance is a benefit member of AAL. The rights and benefits of
membership  are set forth in the  Articles of  Incorporation  and Bylaws of AAL.
Membership cannot be transferred.
    

10.2 OWNERSHIP

   
The owner of this  certificate is the person listed as owner on the  application
for insurance, unless ownership has been transferred.
    

If You are not the  insured,  You should name a successor  owner who will become
the owner if You die before the insured. If You die before the insured and there
is no successor  owner named,  ownership of this  certificate  will pass to Your
estate.

10.3 BENEFICIARY

The beneficiary is the person, entity or organization named to receive the death
benefit  after the  insured  dies.  The Bylaws of AAL list those  eligible to be
beneficiaries.  Beneficiaries  are designated as first,  second and third class.
You may name more than one person or organization in the same class.

Unless You indicate  otherwise,  the proceeds payable when the insured dies will
be paid as follows:

Equally to the beneficiaries in the first class who survive the insured. If none
in the first class survive the insured, then;

Equally to the  beneficiaries  in the second class who survive the  insured.  If
none in the second class survive the insured, then;

Equally to the beneficiaries in the third class who survive the insured.

If no  beneficiary  has been named or  survives  the  insured,  AAL will pay the
proceeds as follows:

To Your estate if You are the insured; or

To You if You are not the insured.

If any beneficiary dies at the same time as the insured, or within 15 days after
the  insured  dies but  before  the death  benefits  are paid,  AAL will pay the
proceeds as though that beneficiary had died before the insured.

10.4 COLLATERAL
ASSIGNMENT

   
You may assign  this  certificate  as  collateral  security  for a loan or other
obligation.  This may limit Your rights to the cash value and the  beneficiary's
rights to the proceeds.
    

The assignments must be in writing and filed at our home office.  AAL assumes no
responsibility  as to the validity of any assignment.  AAL is not liable for any
payment made or any other action taken on this certificate before the assignment
was recorded at our home office.

   
Any  certificate  loan  obtained  before an  assignment  is recorded at our home
office has priority over the assignment.
    

10.5 CHANGE OF OWNER OR BENEFICIARY

   
During the insured's lifetime, You may transfer ownership of this certificate or
change the  beneficiary by sending a signed Written  Request to the home office.
The transfer or change must be approved by AAL before it is valid.  If approved,
it will be effective on the date it was signed or on the date it was received at
the home office if no date appears on the  request.  AAL will provide a form for
You to use.
    

The change  will not affect any payment  made or action  taken by AAL before the
change was received and approved at the home office.

11. FILING A DEATH CLAIM

11.1 NOTICE OF DEATH

   
Written  notice of death must be given to AAL at its home office.  Notice should
include the  insured's  name and the  certificate  number.  Help may be obtained
through an AAL district representative.
    

11.2 CLAIM FORMS

   
A claim form will be sent,  upon receiving the death claim notice.  Complete the
claim form and send it to the home  office  along with a  certified  copy of the
death certificate. Processing of the claim will begin as soon as these items are
received.
    

12. SETTLEMENT OPTIONS

12.1 OWNER--CHOOSING A SETTLEMENT OPTION

All or part of the proceeds from death,  maturity or surrender may be applied to
one or more of the  settlement  options  described  below in place of a lump sum
payment.

You may choose a settlement option while the insured is alive.

The minimum amount that may be applied to any one settlement option is $1,000.

12.2 BENEFICIARY--CHOOSING A SETTLEMENT OPTION FOR THE DEATH
PROCEEDS

The  beneficiary  may choose to receive the death proceeds in a lump sum payment
or under any settlement  option,  unless the owner has chosen a mandatory method
of payment in the beneficiary designation that does not allow the beneficiary to
change it. AAL will  provide a form to use.  On lump sum  payments,  we will pay
interest on the death  proceeds  at a rate  required by law from the date of the
insured's death until the date of payment.

12.3 SETTLEMENT OPTIONS

The minimum amount that may be applied to any one  settlement  option is $1,000.
Payments may be received on a monthly,  quarterly,  semiannual,  or annual basis
provided each payment is at least $25. The first payment under an option will be
made on the first business day following the end of the payment interval chosen.
The settlement options are as follows:

OPTION 1 - INTEREST
The proceeds are left with AAL to earn interest.  Interest earned may be paid in
cash at regular  intervals or may be left with AAL to accumulate  with interest.
All or part of these proceeds may be withdrawn upon request.

OPTION 2 - SPECIFIED AMOUNT INCOME
The  proceeds  are used to make  payments at regular  intervals  for a specified
amount until the proceeds with interest have been paid.  The payment  period may
not exceed 30 years. The unpaid proceeds may be withdrawn upon request.

OPTION 3 - FIXED PERIOD INCOME
The proceeds are used to make  payments at regular  intervals for a fixed number
of years,  not to exceed 30 years.  The unpaid  proceeds may be  withdrawn  upon
request. Guaranteed payments are shown in the table below.

   
MONTHLY PAYMENTS FOR EACH $1,000 OF
PROCEEDS

Number                 Number                
  of     Monthly         of     Monthly
Years    Payment       Years    Payment
                      
2        $42.96        17       $6.24
3        $29.06        18       $5.98
4        $22.12        19       $5.74
5        $17.95        20       $5.53
6        $15.18        21       $5.33
7        $13.20        22       $5.16
8        $11.71        23       $5.00
9        $10.56        24       $4.85
10       $ 9.64        25       $4.72
11       $ 8.88        26       $4.60
12       $ 8.26        27       $4.49
13       $ 7.73        28       $4.38
14       $ 7.28        29       $4.28
15       $ 6.89        30       $4.19
16       $ 6.54  
    

OPTION 4 - LIFE INCOME WITH GUARANTEED PAYMENT PERIOD
The proceeds are used to make payments at regular  intervals for the lifetime of
the payee.  If the payee dies during the  guaranteed  period,  payments  will be
continued to the end of that period.  A period of 10 or 20 years may be elected.
The amount of the  payments  depends on the age and sex of the payee at the time
AAL issues the settlement agreement.  Guaranteed payments are shown in the table
below.

   
MONTHLY PAYMENTS FOR EACH $1,000 OF
PROCEEDS

10 YEAR                       20 YEAR
GUARANTEED                    GUARANTEED
PAYMENT                       PAYMENT
PERIOD                        PERIOD

Age      Male     Female      Male    Female

50       $4.53    $4.19       $4.38   $4.13
51       $4.61    $4.26       $4.44   $4.18
52       $4.69    $4.32       $4.50   $4.24
53       $4.77    $4.39       $4.56   $4.29
54       $4.85    $4.45       $4.62   $4.35
55       $4.93    $4.52       $4.68   $4.40
56       $5.03    $4.61       $4.74   $4.46
57       $5.14    $4.70       $4.80   $4.53
58       $5.24    $4.78       $4.87   $4.59
59       $5.35    $4.87       $4.93   $4.66
60       $5.45    $4.96       $4.99   $4.72
61       $5.58    $5.07       $5.05   $4.79
62       $5.71    $5.18       $5.11   $4.86
63       $5.85    $5.30       $5.18   $4.93
64       $5.98    $5.41       $5.24   $5.00
65       $6.11    $5.52       $5.30   $5.07
66       $6.27    $5.67       $5.35   $5.14
67       $6.43    $5.82       $5.40   $5.20
68       $6.59    $5.96       $5.44   $5.27
69       $6.75    $6.11       $5.49   $5.33
70       $6.91    $6.26       $5.54   $5.40
71       $7.09    $6.44       $5.57   $5.44
72       $7.26    $6.63       $5.60   $5.49
73       $7.44    $6.81       $5.62   $5.53
74       $7.61    $7.00       $5.65   $5.58
75       $7.79    $7.18       $5.68   $5.62
76       $7.95    $7.38       $5.69   $5.64
77       $8.12    $7.58       $5.71   $5.66
78       $8.28    $7.78       $5.72   $5.69
79       $8.45    $7.98       $5.74   $5.71
80       $8.61    $8.18       $5.75   $5.73
    

OPTION 5 - JOINT AND SURVIVOR LIFE INCOME WITH GUARANTEED PAYMENT PERIOD
The proceeds are used to make payments at regular  intervals for the lifetime of
both payees. Upon the death of one of the payees, payments will be continued for
the lifetime of the surviving  payee.  If both payees die during the  guaranteed
period,  payments will be continued to the end of that period. A period of 10 or
20 years may be elected. The amount of the payments depends upon the age and sex
of the  payees  at the time AAL  issues  the  settlement  agreement.  Guaranteed
payments are shown in the tables below.

   
MONTHLY PAYMENTS FOR EACH $1,000 OF
PROCEEDS
PAYMENTS GUARANTEED FOR 10 YEARS

Male     Female Ages
Ages     50       55       60       65      70       75       80

50       $3.91    $4.05    $4.18    $4.29   $4.38    $4.45    $4.49
55       $3.99    $4.17    $4.36    $4.53   $4.67    $4.78    $4.86
60       $4.06    $4.28    $4.53    $4.77   $5.00    $5.19    $5.32
65       $4.11    $4.37    $4.67    $5.00   $5.34    $5.64    $5.87
70       $4.14    $4.43    $4.79    $5.20   $5.66    $6.11    $6.48
75       $4.17    $4.48    $4.86    $5.34   $5.91    $6.52    $7.07
80       $4.18    $4.50    $4.91    $5.44   $6.09    $6.83    $7.56

MONTHLY PAYMENTS FOR EACH $1,000 OF
PROCEEDS
PAYMENTS GUARANTEED FOR 20 YEARS

Male     Female Ages
Ages     50       55       60       65      70       75       80

50       $3.90    $4.03    $4.16    $4.25   $4.32    $4.36    $4.38
55       $3.98    $4.15    $4.32    $4.47   $4.58    $4.64    $4.67
60       $4.04    $4.25    $4.47    $4.68   $4.84    $4.94    $4.98
65       $4.08    $4.32    $4.59    $4.85   $5.07    $5.21    $5.28
70       $4.11    $4.37    $4.67    $4.97   $5.24    $5.42    $5.50
75       $4.12    $4.39    $4.70    $5.04   $5.34    $5.55    $5.64
80       $4.12    $4.40    $4.72    $5.07   $5.38    $5.60    $5.71
    

OTHER OPTIONS
AAL also has other  settlement  options which may be chosen.  Information  about
these  options may be obtained from an AAL district  representative  or the home
office.

12.4 GUARANTEED INTEREST RATE ON SETTLEMENT OPTIONS

Options 1, 2, and 3 are based on a guaranteed  effective annual interest rate of
3%%. Options 4 and 5 are based on a guaranteed effective annual interest rate of
3 1/2%% using the "1983 Table a" annuitant mortality table.

12.5 SETTLEMENT
AGREEMENT

AAL will issue a separate settlement  agreement whenever proceeds are applied to
any settlement option. The settlement agreement will be issued to the payee. The
payee is the person named to receive the payments.

If the payee dies on or after the  settlement  agreement  commencement  date and
before  the entire  interest  in the  settlement  agreement  has been paid,  the
remaining portion of such interest will be paid at least as rapidly as under the
method of payment in effect as of the date of the payee's death.

FLEXIBLE PREMIUM
VARIABLE LIFE INSURANCE

   
Death benefit payable at death of insured before maturity date Maturity proceeds
payable on maturity date  Adjustable  death benefit  Flexible  premiums  payable
during lifetime of insured until maturity date Death benefit  guarantee of Death
Benefit Guarantee  Premiums Return on cash value based on the investment options
selected QQ
    

<PAGE>


AID ASSOCIATION
FOR LUTHERANS

A FRATERNAL BENEFIT SOCIETY

FLEXIBLE PREMIUM VARIABLE
LIFE INSURANCE CERTIFICATE

Death benefit payable at death of insured before maturity date Maturity proceeds
payable on maturity date  djustable  death  benefit  Flexible  premiums  payable
during  lifetime of insured until  maturity date Death  benefit  guarantee  upon
payment of Death Benefit  Guarantee  Premiums  Return on cash value based on the
investment options selected

   
The amount and duration of the death  benefit of this  certificate  will,  under
some  circumstances,  vary  with  cash  value.  (See  sections  2 and 4 of  this
certificate.)

A death benefit guarantee is provided until the later of 10 years from the issue
date or the Insured's  Attained Age 65 if minimum  monthly  premiums are paid as
defined in section 2.5 of this certificate.

The cash value of this  certificate  may increase or decrease daily depending on
the investment  experience of the  Subaccounts.  There is no guaranteed  minimum
cash value.

This  is  a  certificate  of  membership  and  flexible  premium  variable  life
insurance.  It is a legal contract between You and Aid Association for Lutherans
(AAL).  It is issued in return for the  application and the payment of the first
premium.

This certificate  provides  insurance on the life of the person named above. AAL
will pay the death benefits to the beneficiary  when the insured dies before the
maturity date if this  certificate is still in effect at the time of death.  AAL
will pay the owner the  maturity  proceeds if the insured is still living on the
maturity date and the certificate is still in effect.
    

NOTICE OF TEN DAY RIGHT TO
CANCEL CERTIFICATE
   
READ THIS  CERTIFICATE  CAREFULLY.  Within 10 days after You first  receive this
certificate,  You may cancel it for any reason. To cancel,  the certificate must
be   delivered   or  mailed  with  a  Written   Request  to  Your  AAL  district
representative or the home office. If You return (cancel) the certificate,  this
certificate  shall be void from the  beginning and AAL will pay a refund of: (1)
the  difference  between  payments  made and amounts  allocated  to the Variable
Account;  plus (2) the value of the amount  allocated to the Variable Account as
of the date the  returned  certificate  is  received by us;  plus,  (3) any fees
imposed on the amounts  allocated  to the Variable  Account.  Refunds will occur
within seven days of notice of cancellation.
    

Signed for Aid Association for Lutherans at the home office,  4321 North Ballard
Road, Appleton, Wisconsin 54919.

TABLE OF CERTIFICATE PROVISIONS

   
1. General  Provisions And Exclusions 
1.1  Definitions  
1.2 Entire  Contract 
1.3 Statements in the  Application 
1.4 Change of Contract 
1.5  Incontestability  
1.6 Misstatement of Age or Sex 
1.7 Maintenance of Solvency 
1.8 Suicide 
1.9 Change of Certificate

2. Death Benefit and Maturity 
2.1 Death Benefit 
2.2 Level Death Benefit-Option I
2.3 Variable Death  Benefit-Option  II 
2.4 Death Benefit Option Change 
2.5 Death Benefit  Guarantee 
2.6 Increases in Specified  Amount 
2.7 Decreases in Specified Amount 
2.8 Death Benefit Factor 
2.9 Maturity
    

3. Premiums
3.1 When and Where to Pay Premiums
3.2 Planned  Periodic Premium 
3.3 Net Premium
3.4 Net  Premium  Allocations  
3.5  Additional  Premium  Payments  
3.6 Limits on Premiums 
3.7 Continuation of Insurance 
3.8 Grace Period 
3.9 Reinstatement

4. Certificate Values
4.1 Cash Value
4.2 Monthly Deductions
4.3 Cost of Insurance Rates
4.4 Cost of Insurance Charge
4.5 Expense Charges
4.6 Monthly Mortality And Expense Risk Charge
4.7 Surplus Refunds

5. Fixed Account
5.1 Fixed Account
5.2 Interest Earned on The Fixed Account
Cash Value
5.3 Fixed Account Cash Value
5.4 Basis of Computations

6. Variable Account
6.1 Variable Account
6.2  Variable  Subaccount  Cash  Values  
6.3  Number of  Accumulation  Units 
6.4 Accumulation  Unit  Value 
6.5  Transfer  of  Accumulated  Values  
6.6  Change of Portfolio or Investment Policy

7. Certificate Loans
7.1 Loans
7.2 Loan Interest
7.3 Total Loan
7.4 Loan Repayment
7.5 Termination Due to Excess Loan

   
8.  Surrender @& Withdrawal  
8.1 Surrender  Value 
8.2 Surrender  Charge 
8.3 Full Surrender
8.4 Partial Withdrawals 
8.5 Delay of Payment
    

9. Certificate Reports
9.1 Annual Report
9.2 Illustrative Report

   
10.  Membership,  Ownership,  Assignment And  Beneficiary  
10.1  Membership 
10.2 Ownership and Control 
10.3 Transfer of Control 
10.4  Beneficiary  
10.5 Change of Owner or Beneficiary 
10.6 Collateral Assignment
    

11. Filing a Death Claim
11.1 Notice of Death
11.2 Claim Forms

12.   Settlement   Options  
12.1   Owner--Choosing   A  Settlement  Option  
12.2 Beneficiary--Changing A Settlement Option for the Death Proceeds 
12.3 Settlement Options 
12.4  Guaranteed  Interest  Rate on Settlement  Options 
12.5  Settlement Agreement

Any benefit riders and a copy of the application follow Section 12.

1. GENERAL PROVISIONS AND EXCLUSIONS

1.1 DEFINITIONS

"AAL" means Aid Association for Lutherans.

"Accumulation  Unit" is a unit of measure  used to  calculate  the cash value in
each Subaccount of the Variable Account.

"Accumulation   Unit  Value"  on  any  Valuation  Date,  is  the  value  of  the
Accumulation Unit of each Subaccount of the Variable Account.

"Certificate  Anniversary"  means the same date in each  succeeding  year as the
Certificate Issue Date.

   
"Death Benefit  Guarantee  Premium" is the minimum monthly  premium  required to
keep Your particular certificate's Death Benefit Guarantee in effect.
    

"Fixed Account" is an investment option that credits an interest rate. The Fixed
Account is part of AAL's  general  account  which  includes  all of AAL's assets
other than those in any separate account of AAL.

"Fund" means the AAL Variable  Product Series Fund, Inc. The Fund has portfolios
that correspond to each of the Subaccounts of the Variable Account.  The current
portfolios are shown on page 3A.

   
"Insured's  Attained  Age" is not the insured's  actual  current age, but is the
issue age shown on page 3A plus the  number of  certificate  anniversaries  that
have passed since the issue date of this certificate.

"Monthly  Deduction  Date" is the day, each month,  on which monthly charges are
taken from the cash value.  It occurs each month on the  Valuation  Date,  on or
preceding  the day of the month  which is the same day of the month on which the
certificate was issued.
    

"Net Asset Value" means the unit of valuation  for a Fund  portfolio as computed
for a Valuation Period and described in such Fund's prospectus.

"Subaccount"  means a  subdivision  of the  Variable  Account.  Each  Subaccount
invests exclusively in the shares of a corresponding  portfolio of the Fund. The
current Subaccounts are shown on page 3.

"Valuation Date" means any day that both the New York Stock Exchange is open for
regular trading and AAL is open for business.

"Valuation  Period" means the period of time from the end of one Valuation  Date
to the end of the next Valuation Date.

"Variable  Account"  means the AAL  Variable  Life  Account  I. It is a separate
account of AAL.

"Written  Request" means a Written Request signed by You that is satisfactory in
form and content to AAL.

   
"You" or "Your" mean the owner of this certificate.
    

1.2 ENTIRE CONTRACT

The entire contract between You and AAL is made up of:

   
This certificate including any attached riders, endorsements or amendments;
    

The  attached  application,  including  any  applications  for  increase  in the
specified amount; and

   
The AAL  Articles of  Incorporation  and Bylaws  which are in force on the issue
date of this certificate.
    

1.3 STATEMENTS IN THE APPLICATION

Statements made in the application  will be treated as  representations  and not
warranties.  No statement  will be used by AAL to void the contract or to deny a
claim unless it appears in the application.

1.4 CHANGE OF CONTRACT

   
No  representative  of AAL except the  president or the secretary may change any
part of this certificate on behalf of AAL.
    

1.5 INCONTESTABILITY

   
AAL will not  contest  the  validity  of this  certificate  after it has been in
effect  during the  lifetime  of the  insured for two years from the issue date.
Also see sections 2.6 and 3.9.
    

1.6 MISSTATEMENT OF AGE OR SEX

   
The values of this  certificate  are based on the insured's age and sex,  except
where  otherwise  required  by law.  If the date of  birth  or sex  shown on the
application is wrong,  the proceeds  payable will be adjusted to the amount that
would be provided by the most  recent  cost of  insurance  charge at the correct
attained age or sex.
    

1.7 MAINTENANCE OF
SOLVENCY

This provision applies only to values in the Fixed Account.

   
If AAL's  reserves for any class of  certificates  become  impaired,  You may be
required to make an extra  payment.  AAL's Board of Directors will determine the
amount of any extra payment based on each member's fair share of the deficiency.

If the  payment  is not  made,  it  will  be  charged  as a  loan  against  this
certificate  with  interest at a rate of 5 percent  per year.  You may choose an
equivalent reduction in benefits instead of or in combination with the loan.

Any indebtedness and interest charged against this certificate, or any agreement
for a reduction in benefits, shall have priority over the interest of any owner,
beneficiary, or collateral assignee under this certificate.
    

1.8 SUICIDE

   
The death benefit will not be paid if the insured commits suicide, while sane or
insane,  within one year of the issue date.  AAL will refund all premiums  paid,
without  interest.  Any  certificate  loans and unpaid  interest and any partial
withdrawals will be deducted from the premiums refunded. Also see section 2.6.
    

1.9 CHANGE OF CERTIFICATE

   
You have the  right to have  substandard  ratings  and flat  extras  reduced  or
removed and to change from smoker to non-smoker risk class. These rights are all
subject to the insured being  insurable for the change under AAL's  underwriting
guidelines  and  policies at the time the  certificate  change is  requested.  A
written  application  providing proof of insurability for the change under AAL's
underwriting guidelines and policies may be required.

You have the right to drop additional benefits without proof of insurability.

Other rights You have to change the certificate  are described  elsewhere in the
certificate.  All changes to the  certificate are subject to section 3.6 of this
certificate entitled "Limits on Premiums."

A $25 charge will be deducted from the cash value for each change of certificate
described above.
    

2. DEATH BENEFIT AND MATURITY

2.1 DEATH BENEFIT

The death  benefit  payable  upon the death of the insured  depends on the death
benefit option in effect on the date of the insured's  death.  The death benefit
option You selected is shown on page 3A.

   
Any certificate loan and unpaid interest will be deducted from the death benefit
payable.
    

2.2 LEVEL DEATH BENEFIT - OPTION I

The death benefit payable when the insured dies is the larger of:

The specified amount shown on page 3A; or

The cash value on the date of death multiplied by the death benefit factor.

   
2.3 VARIABLE DEATH BENEFIT - OPTION II
    

The death benefit payable when the insured dies is the larger of:

The specified  amount shown on page 3A plus the cash value on the date of death;
or

The cash value on the date of death multiplied by the death benefit factor.

2.4 DEATH BENEFIT OPTION CHANGE

   
You have the right to  change  from the Level  Death  Benefit,  Option I, to the
Variable Death  Benefit,  Option II, upon Written  Request.  The insured must be
insurable  for the  Variable  Death  Benefit,  Option  II,  according  to  AAL's
underwriting  guidelines and policies. A written application  providing proof of
insurability under AAL's guidelines and policies may be required.

If this change is made, the specified amount will be decreased so that it equals
the death benefit less the cash value  immediately  preceding the effective date
of the change.  The  decrease in  specified  amount will be applied in the order
specified  in section  2.7.  This change may not be made if it would  reduce the
specified amount below $10,000.

You have the right to change from the Variable Death Benefit,  Option II, to the
Level Death Benefit, Option I, upon Written Request. If this change is made, the
specified  amount  will be  increased  to equal  the  death  benefit  in  effect
immediately preceding the effective date of the change.

The right to change  death  benefit  options is  subject to section  3.6 of this
certificate entitled "Limits on Premiums."

A $25 charge will be deducted from the cash value for each Death Benefit  Option
change.  This charge will be allocated in the method described in section 4.2. A
change of Death Benefit  Option  becomes  effective on the date shown on the new
page 3A that is sent to You.

2.5 DEATH BENEFIT
GUARANTEE

Your  certificate  is  guaranteed  not to enter  the  grace  period on a Monthly
Deduction  Date if the Death Benefit  Guarantee is in effect.  The Death Benefit
Guarantee will remain in effect if, on each Monthly Deduction Date:

1) the Insured's  Attained Age is less than 65 or less than 10 years has elapsed
since the certificate  issue date, and 2) premiums paid less withdrawals  equals
or exceeds required premiums plus the total certificate loan.
    

For this purpose:

premiums  paid  less  withdrawals  is the sum of all  premiums  paid,  minus any
partial withdrawals and related charges; and

   
required premiums plus the total certificate loan is the Death Benefit Guarantee
Premium,  as shown on page 3A, times the number of months since the  certificate
issue date,  including the current month,  plus the total certificate loan as of
the Monthly Deduction Date.

At issue, Your certificate has an initial Death Benefit Guarantee Premium.  Your
Death Benefit  Guarantee  Premium will change each time: 1) the specified amount
is increased or decreased;  or 2) riders are added, changed, or terminated.  The
new Death Benefit  Guarantee Premium will apply from the first Monthly Deduction
Date on or after the date of each change until the next such change.
    

For each  Death  Benefit  Guarantee  Premium  there is an  associated  effective
period.  The effective period for the initial Death Benefit Guarantee Premium is
the number of months from the issue date up to the Monthly  Deduction Date prior
to the 1st change  creating a new Death  Benefit  Guarantee  Premium.  For other
Death Benefit Guarantee  Premiums,  the associated  effective period is equal to
the number of months from the first Monthly  Deduction Date on or after the date
of the change  creating  the Death  Benefit  Guarantee  Premium,  to the Monthly
Deduction Date prior to the next change  creating a new Death Benefit  Guarantee
Premium. If there has not been a subsequent change the effective period is equal
to the number of months since the first Monthly  Deduction  Date on or after the
date of the change, including the current month.

   
If Your Death Benefit Guarantee Premium has ever changed, the required premiums,
used in determining if the Death Benefit Guarantee remains in effect,  are equal
to the sum of each Death Benefit Guarantee Premium times the number of months in
its associated effective period.

If on a  Monthly  Deduction  Date,  sufficient  premiums  have not been  paid to
maintain the Death Benefit  Guarantee,  an additional  period  lasting until two
additional  Monthly Deduction Dates have occurred will be allowed for payment of
a premium sufficient to meet the cumulative  required premium as outlined above.
If the premium is not paid  within  this  period,  the Death  Benefit  Guarantee
provision will no longer be in effect, and cannot be reinstated.  Notice of such
required premium will be mailed to Your last known address.
    

For any  month in which  the  monthly  deduction  is being  paid by a Waiver  of
Monthly  Deduction  Benefit Rider attached to this  contract,  the Death Benefit
Guarantee Premium for that month will be zero.

2.6 INCREASES IN SPECIFIED AMOUNT

   
You have the right to increase the specified amount at any time on or before the
Certificate  Anniversary following the insured's 80th birthday if the insured is
insurable for the increase under AAL's underwriting  guidelines and policies.  A
written  application  providing proof of insurability  under AAL's  underwriting
guidelines and policies may be required.  An increase is not allowed if the risk
class of the insured at time of  increase is standard  and the risk class of the
insured shown on page 3A is "STANDARD NONSMOKER".
    

An increase must be at least $10,000. Proof of insurability may be required and,
if You are not the insured, proof of insurable interest may also be required.

When an increase is approved,  it becomes effective on the date shown on the new
page 3A that is sent to You.

   
The cost of insurance  rates for each  increase in  specified  amount may differ
from  the  rates  that  apply  to the  existing  specified  amount.  The cost of
insurance  rates  charged for each  increase  will vary based on factors such as
sex, age, risk class, and time elapsed since issue.
    

Each increase will be subject to AAL's expense  charges in effect at the time of
increase.  The expense  charges for each increase will be based on the insured's
sex and age on the last Certificate Anniversary and will apply for the number of
months shown on the new page 3A.1. A new set of surrender  charges will apply to
each  increase in the specified  amount.  These charges will all be shown on the
new page 3A.1.

   
See section 4 for more detail  regarding  charges  that apply to the increase in
specified amount.
    

AAL will not contest the  validity of the  increase  after it has been in effect
during the lifetime of the insured for two years from the date of increase.  Any
contest of the validity of the increase  will be limited to  statements  made in
the application for the increase.

The one year  period  in the  Suicide  Exclusion  provision  will  apply to each
increase  beginning  on the  effective  date of each  increase.  The only amount
payable will be a refund of the monthly deductions for the increase.

2.7 DECREASES IN SPECIFIED AMOUNT

   
You have the right to  decrease  the  specified  amount at any time  after  this
certificate  has been in effect for one year, if specified  amount  remaining in
effect  is at least  $10,000.  The right to  decrease  the  specified  amount is
subject to section 3.6 of this  certificate  entitled  "Limits on Premiums." AAL
reserves  the  right to  refuse to  accept  premiums,  and to  refund  premiums,
earnings on  premiums,  or cash value  necessary to ensure  compliance  with the
requirements in the Internal  Revenue Code for tax deferral of increases in cash
value and the exclusion of death benefits from gross income.
    

The  decrease  will be effective on the date the request is received at the home
office. The decrease will be subtracted first from any previous increases in the
specified  amount,  starting  with  the most  recent,  then  from  the  original
specified amount.

A surrender  charge will be subtracted from the cash value if a surrender charge
is in effect for that part of the specified  amount.  The surrender  charges are
shown on the Table of Surrender Charges on page 3A.1.

2.8 DEATH BENEFIT FACTOR

   
The death benefit  factor  depends on the Insured's  Attained Age on the date of
death. The table below shows the death benefit factor for each age.

Age      Factor            Age          Factor
                                        
0-40     2.50              68           1.17
41       2.43              69           1.16
42       2.36              70           1.15
43       2.29              71           1.13
44       2.22              72           1.11
45       2.15              73           1.09
46       2.09              74           1.07
47       2.03              75           1.05
48       1.97              76           1.05
49       1.91              77           1.05
50       1.85              78           1.05
51       1.78              79           1.05
52       1.71              80           1.05
53       1.64              81           1.05
54       1.57              82           1.05
55       1.50              83           1.05
56       1.46              84           1.05
57       1.42              85           1.05
58       1.38              86           1.05
59       1.34              87           1.05
60       1.30              88           1.05
61       1.28              89           1.05
62       1.26              90           1.05
63       1.24              91           1.04
64       1.22              92           1.03
65       1.20              93           1.02
66       1.19              94           1.01
67       1.18              95 & over    1.00

The purpose of the death benefit factor is to help qualify Your certificate as a
life insurance contract under the Corridor Test in federal tax law.
    

2.9 MATURITY

AAL will pay You the  maturity  proceeds if the  insured is still  living on the
maturity  date shown on page 3A. The  maturity  proceeds  will be the cash value
less any loan and unpaid loan interest.

3. PREMIUMS

3.1 WHEN AND WHERE TO PAY PREMIUMS

   
Premiums may be paid at any time and in any amount,  subject to the restrictions
described  below. If premium payments are not sufficient to maintain a surrender
value larger than the monthly  deduction amount and Your Death Benefit Guarantee
under section 3.6 is not in effect, Your insurance coverage will terminate.  Pay
premiums by making  Your check  payable to Aid  Association  for  Lutherans  and
sending it to: Aid Association for Lutherans, 4321 North Ballard Road, Appleton,
Wisconsin 54919. Include Your certificate number.
    

3.2 PLANNED PERIODIC
   
PREMIUM
    

The amount and frequency of the planned  periodic  premium You have selected are
shown on page 3A.  Changes in frequency  and increases or decreases in amount of
payments may be made at any time.  AAL reserves the right to limit the amount of
any increase.

3.3 NET PREMIUM

The net  premium is the  premium  paid less the  percentage  of premium  expense
charge. The percentage of premium expense charge is shown on page 3A.1.

3.4 NET PREMIUM
ALLOCATIONS

   
Net premiums are allocated to the Subaccounts and Fixed Account according to the
premium  allocation  percentages  You  select  for this  certificate,  except as
otherwise  provided below.  Each net premium is allocated to a Subaccount in the
form of Accumulation  Units.  The number of Accumulation  Units is determined by
dividing the net premium by the value of an  Accumulation  Unit,  next  computed
after AAL receives Your premium.

The initial  premium  allocation  percentages  You selected are specified in the
application. Your first premium will be allocated as of the end of the Valuation
Period during which all  underwriting and  administrative  requirements are met.
All subsequent  premiums will be allocated as of the end of the Valuation Period
during which they are received at AAL.

AAL  reserves the right to allocate  Your  premium  payments to the money market
Subaccount  if this  right is  included  under  the  notice  of right to  cancel
certificate found on the front cover of this certificate.
    

Each  premium  allocation  percentage  must be a whole  percent.  The sum of the
premium  allocation  percentages must be 100%%. AAL reserves the right to adjust
Your allocation to eliminate fractional percentages.

   
You may change Your premium allocation  percentages by sending a Written Request
to AAL. AAL will provide a form for You to use to make this request.  The change
will be effective as of the date Your Written  Request is received at AAL's home
office.  The change will apply to premium  payments  received at AAL on or after
the effective date of the change.
    

3.5 ADDITIONAL PREMIUM PAYMENTS

Additional  premium  payments  may be made;  however,  AAL reserves the right to
limit the number and amount of these additional payments.

3.6 LIMITS ON PREMIUMS

   
The Internal  Revenue Code  provides for tax deferral of increases in cash value
and the exclusion of death  benefits  from gross income if certain  requirements
are met. To qualify for this tax treatment,  You must meet the Guideline Premium
Limit and the Corridor Test in the Internal Revenue Code. The Guideline  Premium
Limit  requires that total  premium  payments not exceed the limit stated in the
Code. The Corridor Test requires that the death benefit be greater than or equal
to the cash value  multiplied by a factor  stated in the Code.  AAL reserves the
right to refuse to accept  premiums  and to refund  any  premiums,  earnings  on
premiums,  or cash value necessary to ensure compliance with these  requirements
and to ensure compliance with additional code requirements  which may be imposed
to qualify  for this tax  treatment.  AAL also  reserves  the right to refuse to
accept  any  premium  that  would  increase  the death  benefit  because  of the
requirements of the Corridor Test.
    

3.7 CONTINUATION OF
INSURANCE COVERAGE

   
If You stop making premium  payments,  or payments are not large enough to cover
the monthly deductions, and the Death Benefit Guarantee under section 2.5 is not
in effect,  the insurance coverage provided by this certificate will continue in
effect until the surrender value is not large enough to pay a monthly deduction.
This certificate will then terminate at the end of the grace period.
    

3.8 GRACE PERIOD

   
When the Death Benefit  Guarantee  under  section 2.5 is not in effect,  a grace
period will begin on a Monthly  Deduction  Date if the  surrender  value is less
than the  amount of the  monthly  deductions.  Written  notice  of the  required
premium  will be sent to You and any  assignee  at the last known  address.  The
grace  period will end 61 days from the date the written  notice is sent to You.
The  required  premium  is the  amount of  premium  needed to cover the next two
monthly deductions.  Any surrender value is applied to reduce the premium amount
needed before  notice is sent.  If the full required  payment is not received by
AAL at its home office before the end of the grace period, this certificate will
terminate.

When You pay a premium  during the grace  period,  the net premium is applied to
overdue monthly  deductions first. Any additional net premium amount is added to
the cash value. If the insured dies during the grace period,  any unpaid monthly
deductions will be deducted from the death proceeds.
    

3.9 REINSTATEMENT

   
You may  reinstate  this  certificate  any time within  three years after it has
terminated  so long as You did not  surrender  it for its  surrender  value.  To
reinstate Your  certificate the insured must be insurable for  reinstatement  at
the time of reinstatement under AAL's underwriting  guidelines and policies, and
pay a premium at least equal to:
    

The reinstated loan amount; plus

Any surrender charge at the time of reinstatement; plus

The first two monthly deduction amounts after reinstatement; less

The cash value at termination; less

Any surrender charge credited back at reinstatement; plus

The new  surrender  charge taken for any  reduction in the  specified  amount at
reinstatement;

All divided by one minus the percent of premium expense charge rate.

   
The premium paid upon reinstatement will be used first to pay any unpaid monthly
deductions that occurred during the grace period.  Your certificate will then be
reinstated on the date AAL approves Your application for reinstatement.

If You  reinstate  this  certificate,  AAL will not contest the  validity of the
reinstated  certificate  after it has been in effect  during the lifetime of the
insured for two years from the date of reinstatement. After this Certificate has
been in force two years from the issue date,  any contest of the validity of the
reinstated certificate will be limited to statements made in the application for
reinstatement.
    

4. CERTIFICATE VALUES

4.1 CASH VALUE

   
The cash value on the issue date of this  certificate  is the first net  premium
less the monthly deductions for the first month.

On any  Monthly  Deduction  Date after the issue date the cash value is equal to
the sum of the cash values for this  certificate in the  Subaccounts  and in the
Fixed Account.  See section 5 on the Fixed Account and section 6 on the Variable
Account for how cash values are determined.
    

4.2 MONTHLY DEDUCTIONS

   
Each month on the Monthly Deduction Date, AAL will deduct from the cash value of
this certificate the following:
    

The cost of insurance charge; and

A monthly mortality and expense risk charge; and

   
The cost of any benefit riders attached to this certificate; and
    

Any expense charges in effect.

   
Allocation Method: Deductions, except for the monthly mortality and expense risk
charge (see section 4.6),  will be taken from the  Subaccounts and Fixed Account
according to the ratio that the cash value in the Subaccount or Fixed Account of
this  certificate  bears to the total cash value of this certificate at the time
of  deduction.  When doing this  calculation  the total cash value and the Fixed
Account cash value will be reduced by the total certificate loan.
    

Deductions from a Subaccount  results in the cancellation of Accumulation  Units
from that Subaccount.

   
So long as the surrender  value is large enough to meet these  deductions on the
Monthly  Deduction  Date or the  Death  Benefit  Guarantee  is in  effect,  this
certificate will remain in effect.
    

4.3 COST OF INSURANCE RATES

   
The cost of insurance rates charged will vary based on factors such as sex, age,
risk class and time elapsed since issue.  Cost of insurance rates are determined
by AAL based on expectations as to future mortality and expense experience.  Any
change in these rates will be applied on a uniform  basis to all insureds of the
same age, sex and risk class.  However,  AAL cannot use cost of insurance  rates
higher than the annual  guaranteed cost of insurance rates shown in the table on
page 3B divided by 1.0032737.  The guaranteed  cost of insurance rates are based
on certain of the 1980  Commissioner's  Standard Ordinary  Mortality Tables, age
last  birthday.  These tables  provide rates which vary based on age, risk class
and sex of the insured.
    

4.4 COST OF INSURANCE CHARGE

The cost of insurance  charge is calculated on each Monthly  Deduction  Date for
the next month.  It is equal to the cost of  insurance  rate  multiplied  by the
amount of insurance at risk. The amount of insurance at risk is:

The death benefit on the Monthly Deduction Date; less

The cash value on the Monthly Deduction Date times 1.0032737.

4.5 EXPENSE CHARGES

   
AAL will deduct from the cash value of this  certificate  the following  expense
charges:

A monthly certificate fee; and
    

A monthly expense charge.

A premium expense charge will also be deducted from each premium payment.

All of the above charges and their durations are shown on page 3A.1.

   
In  addition  to the above  charges,  a $25 change  fee will be charged  for all
certificate changes described in the certificate.

4.6 MORTALITY AND
EXPENSE RISK CHARGES

On each Monthly  Deduction  Date, AAL will deduct an amount that is a percent of
the  total  cash  value in each  Subaccount  of this  certificate  as a  monthly
mortality and expense risk charge.  The monthly charge applied to the total cash
value in each  Subaccount is guaranteed not to exceed .075%%.  In addition,  the
monthly  mortality  and  expense  risk  charge on  certificates  from their 15th
Certificate  Anniversary  and  beyond is  guaranteed  at any time to be at least
 .04166%% less than the rate in effect at that time for  certificates  which have
not reached their 15th Certificate Anniversary.
    

4.7 SURPLUS REFUNDS

   
This  certificate  will  participate  in any surplus  refunds  declared for this
Certificate,  annually by the AAL Board of  Directors.  Surplus  refunds will be
allocated as determined by AAL unless You request payment in cash.  Charges were
determined so that AAL does not expect any surplus refund to be declared.
    

5. FIXED ACCOUNT

5.1 FIXED ACCOUNT

Premiums  allocated  to the Fixed  Account  and  transfers  of cash value from a
Subaccount to the Fixed  Account  become part of the general  account  assets of
AAL.  The general  account  includes  all of AAL's  assets,  except those assets
segregated in the Variable Account or any other separate account of AAL.

5.2 INTEREST EARNED ON THE FIXED ACCOUNT CASH VALUE

   
AAL will credit  interest to the Fixed  Account cash value on a daily  basis.  A
current interest rate will be declared periodically by AAL and is guaranteed not
to change more often than  quarterly.  AAL guarantees  that the rate of interest
credited to the Fixed Account will never be less than 4 percent annually.

A lower rate of interest  may be  credited  to the portion of the Fixed  Account
cash value that equals the amount of any total certificate loan, but it will not
be less than 4 percent.
    

5.3 FIXED ACCOUNT CASH VALUE

On any  Valuation  Date after the issue date,  the Fixed  Account  cash value is
equal to:

The Fixed Account cash value on the last  Valuation Date increased with interest
for each day since the last Valuation Date; plus

The portion of the net  premiums  allocated  to the Fixed  Account and  received
since the last  Valuation Date increased with interest from the date the premium
was received to the current Valuation Date; plus

The  amount  of any  transfers,  less  any  charge  for the  transfer,  from the
Subaccounts  to the Fixed  Account,  including  loan  transfers,  since the last
Valuation  Date  increased with interest from the date the transfer was received
to the current Valuation Date; less

The amount of any transfers from the Fixed Account to the Subaccounts  since the
last  Valuation  Date,  and the interest  that would have been credited from the
date the transfer was made to the current Valuation Date; less

Any portion of any  partial  withdrawals  taken from the Fixed  Account and made
since the last Valuation Date, including any charge for the withdrawal,  and the
interest that would have been  credited from the date of the partial  withdrawal
to the current Valuation Date; less

Any portion of any surrender charges taken from the Fixed Account resulting from
any  decreases  in  specified  amount  since the last  Valuation  Date,  and the
interest  that would have been  credited  from the date of the  decrease  to the
current Valuation Date; less

The  amount of any death  benefit  option  change  charge  taken  from the Fixed
Account  resulting  from any  change  in death  benefit  option  since  the last
Valuation  Date, and the interest that would have been credited from the date of
the change to the current Valuation Date; less

   
Any portion of any  certificate  change  charge taken from the Fixed Account and
the interest  that would have been  credited  from the date of the change to the
current Valuation Date; less
    

If the  Valuation  Date is a Monthly  Deduction  Date,  the  monthly  deductions
allocated to the Fixed Account for that month.

No interest is credited for February 29th.

5.4 BASIS OF
COMPUTATIONS

Minimum  guaranteed  cash  values  for  the  Fixed  Account  are  based  on  the
Commissioner's  1980 Standard Ordinary Mortality Table, age last birthday,  with
interest at the rate of 4 percent.

   
These  values  equal or exceed the  minimum  values  required by law. A detailed
statement of how AAL calculates cash values for this  certificate has been filed
with the insurance  department of the state or district  where this  certificate
was delivered.
    

6. VARIABLE ACCOUNT

6.1 VARIABLE ACCOUNT

   
The AAL Variable Life Account I is a separate  investment account established by
AAL under Wisconsin law. The Variable  Account is registered with the Securities
and Exchange  Commission as a unit investment trust under the Investment Company
Act of 1940.
    

AAL uses the assets of the  Variable  Account to buy shares in the AAL  Variable
Product  Series  Fund,  Inc.  The Fund is  registered  with the  Securities  and
Exchange  Commission  under the Investment  Company Act of 1940 as a diversified
open-end  management  investment  company.  The Variable Account has Subaccounts
which are  invested in  corresponding  specific  portfolios  of the Fund.  These
Subaccounts and portfolios are shown on page 3A.

AAL, consistent with then applicable law, may:

Combine one separate account with another separate account, operate the separate
account as a management  investment company,  deregister the separate account as
an investment company or modify the Variable Account;

Add, delete, combine or modify Subaccounts;

   
Make any new Subaccount available to You on a basis to be determined by AAL; and

Invest  the  assets of any new  Subaccount  in a new  portfolio  of the Fund,  a
different investment company or in any other investment.

AAL owns the assets of the Variable  Account and keeps them  legally  segregated
from the  assets of the  general  account.  The assets of the  Variable  Account
shall,  at the time during the year that  adjustments  in the reserves are made,
have a value at least equal to the reserves and other contract  liabilities with
respect to the  Variable  Account  and, at all other  times,  shall have a value
approximately equal to or in excess of such reserves and liabilities. The assets
of the Variable Account shall not be chargeable with liabilities  arising out of
any other business AAL may conduct,  except to the extent that the assets of the
Variable  Account  exceed the reserves  and other  contract  liabilities  of the
Variable  Account  arising  under the  certificates  supported  by the  Variable
Account.
    

Income, and gains and losses,  whether or not realized,  from the assets in each
Subaccount are credited to or charged against that Subaccount  without regard to
any of AAL's  other  income,  gains or  losses.  The value of the  assets in the
Variable Account is determined at the end of each Valuation Date.

6.2 VARIABLE SUBACCOUNT CASH VALUES

   
The cash value for this certificate in each Subaccount as of a Valuation Date is
equal to:

The  number  of  Accumulation  Units  for this  certificate  in that  Subaccount
multiplied by the Accumulation Unit Value for that Subaccount.
    

The cash value for any day that is not a Valuation Date will be determined as of
the next Valuation Date.

6.3 NUMBER OF
ACCUMULATION UNITS

   
The number of  Accumulation  Units for this  certificate  in any  Subaccount may
increase  or  decrease  at the end of each  Valuation  Period  depending  on the
transactions  that occur in the  Subaccount  during the Valuation  Period.  When
transactions  occur, the actual dollar amounts of the transactions are converted
to Accumulation  Units. The number of Accumulation  Units for a transaction in a
Subaccount is determined by dividing the dollar amount of the transaction by the
Accumulation  Unit Value of the  Subaccount at the end of the  Valuation  Period
during which the transaction occurs.
    

The number of  Accumulation  Units in a Subaccount  increases when the following
transactions occur during the Valuation Period:

Net premiums are allocated to the Subaccount; or

Cash value is transferred to the Subaccount from another  Subaccount or from the
Fixed Account.

The number of  Accumulation  Units in a Subaccount  decreases when the following
transactions occur during the Valuation Period:

Cash value is transferred  from the  Subaccount to another  Subaccount or to the
Fixed Account, including loan transfers;

Partial   withdrawals  and  partial   withdrawal  charges  are  taken  from  the
Subaccount;

   
Monthly deductions or transfer charges are taken from the Subaccount;

A charge for a Death Benefit Option change is allocated to the Subaccount;

A charge for a certificate change is allocated to the Subaccount; or
    

Surrender charges are allocated to the Subaccount.

6.4 ACCUMULATION UNIT VALUE

For each  Subaccount,  the  initial  Accumulation  Unit  Value  was set when the
Subaccount was established. The Accumulation Unit Value may increase or decrease
from one Valuation Period to the next.

The  Accumulation  Unit Value for a Subaccount for any Valuation Period is equal
to:

   
The Net  Asset  Value  of the  corresponding  Fund  portfolio  at the end of the
Valuation Period; plus

The amount of any dividend,  capital gain or other distribution made by the Fund
portfolio if the "ex-dividend" date occurs during the Valuation Period;  plus or
minus

Any cumulative credit or charge for taxes reserved which is determined by AAL to
have resulted from the operation of the portfolio; then

The sum of the above is divided by the total number of  Accumulation  Units held
in  the  Subaccount  at  the  end  of the  Valuation  Period  before  any of the
transactions referred to in section 6.3 have occurred.
    

6.5 TRANSFER OF
CASH VALUES

   
At any  time,  You may  transfer  all or a  portion  of the  cash  value of this
certificate  among the  Subaccounts  and the Fixed  Account by sending a Written
Request to AAL. AAL will  provide a form for You to use.  The  transfer  will be
effective  as of the end of the  Valuation  Period  during  which  Your  Written
Request is received at AAL. Transfers are subject to the following:
    

The total dollar amount of any transfer  cannot be less than the smaller of $500
or the cash value of the  Subaccount or Fixed Account from which the transfer is
being made at the time of transfer.

The dollar  amount of any transfer to a Subaccount  or the Fixed Account may not
be less than $50.

   
You may make 12  transfers  from one or more  Subaccounts  to one or more  other
Subaccounts or the Fixed Account in each  certificate  year without charge.  AAL
will  charge $25 per  transfer  for each  transfer in excess of the 12th in each
certificate year, which will be applied against the transfer amount prior to the
transfer being allocated as You direct.

You may make only 1 transfer  from the Fixed Account in each  certificate  year.
The transfer may not exceed the greater of $500 or 25%% of the cash value of the
Fixed  Account at the time of transfer.  This  transfer will not be subject to a
transfer charge.

AAL may delay  making  transfers  subject to the same  conditions  described  in
section 8.5.
    

6.6 CHANGE OF PORTFOLIO
OR INVESTMENT POLICY

   
AAL  may  determine  that a  portfolio  of a Fund  is no  longer  desirable  for
investment by a Subaccount or the shares of a portfolio are no longer  available
for  investment.  If that  occurs,  AAL  has the  right  to  substitute  another
portfolio of the Fund, or to invest in another investment  company.  This change
would be subject to any required  prior  approval by the Securities and Exchange
Commission  and the  insurance  supervisory  officials  in the state  where this
certificate is delivered.
    

Any change in the investment  policy of the Variable  Account will be subject to
any required prior approval by the insurance  supervisory officials of the state
of Wisconsin. AAL will notify You of any material change in investment policy.

7. CERTIFICATE LOANS

7.1 LOANS

   
Using the value of this certificate as security, You may obtain a loan. The most
You may borrow is 92 percent of the surrender  value. AAL has the right to delay
payment of the loan as described under section 8.5.

The loan will be taken from the Subaccounts  and Fixed Account  according to the
method described in section 4.2; or according to any other administrative option
which You choose and is  available  at the time of the loan.  Cash value will be
transferred to the Fixed Account from each Subaccount equal to the allocation of
the loan taken from that Subaccount.  On each Monthly  Deduction Date the excess
of the  total  certificate  loan  over the  Fixed  Account  cash  value  will be
transferred  from  the  Subaccounts  to  the  Fixed  Account.   The  cash  value
transferred  will be  allocated  among the  Subaccounts  according to the method
described in section 4.2.
    

7.2 LOAN INTEREST

The  annual  interest  rate  charged  to a loan  prior to the  15th  Certificate
Anniversary is 8 percent.  Once  Certificate  Anniversary 15 is reached AAL will
charge 7.25%% on loans. Interest accrues daily from the loan issue date.

   
A lower rate of interest  may be  credited  to the portion of the Fixed  Account
cash value that equals the amount of any outstanding certificate loan.
    

7.3 TOTAL CERTIFICATE LOAN

   
The  total  certificate  loan is equal to the loan  principal  plus any  accrued
interest.
    

7.4 LOAN REPAYMENT

You may repay a loan in part or in full at any time.  When You send in a payment
for Your loan, be sure to state that it is a loan payment.

7.5 TERMINATION DUE TO EXCESS LOAN

   
If the total  certificate  loan ever  equals or exceeds the cash value minus any
surrender  charges,  and the Death Benefit Guarantee under section 2.5 is not in
effect,  this  certificate  will enter the grace  period as described in section
3.8.

8. SURRENDER & WITHDRAWALS
    

8.1 SURRENDER VALUE

The surrender value is the cash value minus:

Any surrender charges; and

Any loans and unpaid loan interest.

8.2 SURRENDER CHARGE

   
A surrender charge will be subtracted from the cash value if this certificate is
surrendered  during the surrender  charge period,  or You decrease the specified
amount.  The  surrender  charges are shown on the Table of Surrender  Charges on
page 3A.1.
    

8.3 FULL SURRENDER

   
You may surrender this  certificate  for its full  surrender  value by sending a
Written  Request to AAL.  The  surrender  will be  effective  as of the date the
request is received at the home office and  insurance  coverage will end on that
day.

AAL has the right to delay paying the cash value as described under section 8.5.
    

8.4 PARTIAL WITHDRAWALS

   
You may withdraw part of the surrender  value of this  certificate  by sending a
Written Request to the home office.  A $25 charge will be deducted from the cash
value for each  partial  withdrawal  after the first one in any one  certificate
year.
    

A partial withdrawal:

Will reduce the cash value by the amount of the partial withdrawal;

Will  reduce the  specified  amount by the amount of the partial  withdrawal  if
Death Benefit Option I is in effect except for the part of the withdrawal  which
is equal to (a) minus (b), if positive, where:

   
(a) is the cash  value  as of the date of the  partial  withdrawal,  before  the
partial withdrawal is taken, multiplied by the death benefit factor; and

(b) is the specified amount before the partial withdrawal is taken.
    

A partial  withdrawal  may not be made if the specified  amount would be reduced
below the minimum allowed by AAL.

   
The partial  withdrawal  will be taken from the  Subaccounts  and Fixed  Account
according  to the method  described  in section  4.2; or  according to any other
administrative  option  which You  choose  and is  available  at the time of the
partial withdrawal.

AAL has the right to delay  paying  the  amount  withdrawn  as  described  under
section 8.5.
    

8.5 DELAY OF PAYMENT

Payment  of any  withdrawal  value,  cash  surrender  value,  or loan value will
normally  be made within 7 days after Your  Written  Request is received at AAL.
However,  AAL may delay  this  payment  or any other  type of  payment  from the
Variable Account for any period when:

The New York Stock Exchange is closed for trading other than  customary  weekend
and holiday closings;

Trading on the New York Stock Exchange is restricted;

An emergency  exists as a result of which it is not  reasonably  practicable  to
dispose of securities held in the Variable  Account or to fairly determine their
value; or

The  Securities  and  Exchange  Commission  by order  permits  the delay for the
protection of security holders.

AAL may delay payment of any  withdrawal  value,  cash  surrender  value or loan
value from the Fixed  Account for up to 6 months after Your  Written  Request is
received at AAL.

9. CERTIFICATE REPORTS

9.1 ANNUAL REPORT

   
At least once each certificate  year, AAL will send You a report  concerning the
current status of Your certificate. There is no charge for this report.
    

9.2 ILLUSTRATIVE REPORT

   
Upon Your request,  AAL will send You an  illustration of future values for this
certificate. AAL may charge a reasonable fee for each illustration requested.
    

10. MEMBERSHIP, OWNERSHIP, ASSIGNMENT AND BENEFICIARY

10.1 MEMBERSHIP

The insured will become a benefit member of AAL on the  Certificate  Anniversary
date on or following the  insured's  16th  birthday.  The rights and benefits of
membership  are set forth in the  Articles of  Incorporation  and Bylaws of AAL.
Membership cannot be transferred.

10.2 OWNERSHIP AND
CONTROL

   
The insured is the owner of this certificate. Because of age, the insured cannot
exercise  the rights of  ownership.  Therefore,  the person who applied for this
certificate  will have control  over  ownership  rights,  except for transfer of
ownership, until the insured gains control of the certificate.
    

10.3 TRANSFER OF CONTROL

   
Control of this certificate may be transferred by the person who has control to:
    

An eligible person other than the insured as determined by AAL; or

The insured at any time after the Certificate  Anniversary  date on or following
the insured's 16th birthday.

   
Control of this certificate shall automatically transfer to the insured:
    

On the Certificate Anniversary date on or following the insured's 21st birthday.

When the person who has control dies after the Certificate  Anniversary  date on
or following the insured's 16th birthday.

   
If the person who has control of this  certificate  dies before the  Certificate
Anniversary  date on or following the insured's 16th birthday,  control shall be
vested in an eligible person according to AAL's Bylaws.

AAL  reserves the right to divest any person of control of this  certificate  if
such action is in the best interest of the insured as determined by AAL. Control
shall then be vested in some other person according to AAL's Bylaws.
    

10.4 BENEFICIARY

The beneficiary is the person, entity or organization named to receive the death
benefit  after the  insured  dies.  The Bylaws of AAL list those  eligible to be
beneficiaries.  Beneficiaries  are designated as first,  second and third class.
You may name more than one person or organization in the same class.

Unless You indicate  otherwise,  the proceeds payable when the insured dies will
be paid as follows:

Equally to the beneficiaries in the first class who survive the insured. If none
in the first class survive the insured, then;

Equally to the  beneficiaries  in the second class who survive the  insured.  If
none in the second class survive the insured, then;

Equally to the beneficiaries in the third class who survive the insured.

If no  beneficiary  has been named or  survives  the  insured,  AAL will pay the
proceeds as follows:

To Your estate if You are the insured; or

To You if You are not the insured.

If any beneficiary dies at the same time as the insured, or within 15 days after
the  insured  dies but  before  the death  benefits  are paid,  AAL will pay the
proceeds as though that beneficiary had died before the insured.

10.5 CHANGE OF OWNER OR BENEFICIARY

   
Until the insured has obtained control of this  certificate,  the person who has
control  of the  certificate  may  change  the  beneficiary  by sending a signed
Written Request to the home office.

After the insured has obtained  control,  the insured may transfer  ownership or
change the  beneficiary by sending a signed Written  Request to the home office.
The new owner should consider naming a successor owner who will become the owner
if the owner dies  before  the  insured.  If a  successor  owner is not  chosen,
ownership of the certificate will pass to the owner's estate.
    

Any  transfer  or change  must be  approved  by AAL  before  it is  valid.  Once
approved,  it will be  effective on the date it was signed or on the date it was
received at the home office if no date appears on the request.
AAL will provide a form for You to use.

The change  will not affect any payment  made or action  taken by AAL before the
change was received and approved at the home office.

10.6 COLLATERAL
ASSIGNMENT

   
You may assign  this  certificate  as  collateral  security  for a loan or other
obligation.  This may limit Your rights to the cash value and the  beneficiary's
rights to the proceeds.
    

The assignments must be in writing and filed at our home office.  AAL assumes no
responsibility  as to the validity of any assignment.  AAL is not liable for any
payment made or any other action taken on this certificate before the assignment
was recorded at our home office.

   
Any  certificate  loan  obtained  before an  assignment  is recorded at our home
office has priority over the assignment.
    

11. FILING A DEATH CLAIM

11.1 NOTICE OF DEATH

   
Written  notice of death must be given to AAL at its home office.  Notice should
include the  insured's  name and the  certificate  number.  Help may be obtained
through an AAL district representative.
    

11.2 CLAIM FORMS

   
A claim form will be sent,  upon receiving the death claim notice.  Complete the
claim form and send it to the home  office  along with a  certified  copy of the
death certificate. Processing of the claim will begin as soon as these items are
received.
    

12. SETTLEMENT OPTIONS

12.1 OWNER--CHOOSING A SETTLEMENT OPTION

All or part of the proceeds from death,  maturity or surrender may be applied to
one or more of the  settlement  options  described  below in place of a lump sum
payment.

You may choose a settlement option while the insured is alive.

The minimum amount that may be applied to any one settlement option is $1,000.

12.2 BENEFICIARY--CHOOSING A SETTLEMENT OPTION FOR THE DEATH
PROCEEDS

The  beneficiary  may choose to receive the death proceeds in a lump sum payment
or under any settlement  option,  unless the owner has chosen a mandatory method
of payment in the beneficiary designation that does not allow the beneficiary to
change it. AAL will  provide a form to use.  On lump sum  payments,  we will pay
interest on the death  proceeds  at a rate  required by law from the date of the
insured's death until the date of payment.

12.3 SETTLEMENT OPTIONS

The minimum amount that may be applied to any one  settlement  option is $1,000.
Payments may be received on a monthly,  quarterly,  semiannual,  or annual basis
provided each payment is at least $25. The first payment under an option will be
made on the first business day following the end of the payment interval chosen.
The settlement options are as follows:

OPTION 1 - INTEREST
The proceeds are left with AAL to earn interest.  Interest earned may be paid in
cash at regular  intervals or may be left with AAL to accumulate  with interest.
All or part of these proceeds may be withdrawn upon request.

OPTION 2 - SPECIFIED AMOUNT INCOME
The  proceeds  are used to make  payments at regular  intervals  for a specified
amount until the proceeds with interest have been paid.  The payment  period may
not exceed 30 years. The unpaid proceeds may be withdrawn upon request.

OPTION 3 - FIXED PERIOD INCOME
The proceeds are used to make  payments at regular  intervals for a fixed number
of years,  not to exceed 30 years.  The unpaid  proceeds may be  withdrawn  upon
request. Guaranteed payments are shown in the table below.

   
MONTHLY PAYMENTS FOR EACH $1,000 OF
PROCEEDS

Number            Number
  of     Monthly    of     Monthly
Years    Payment  Years    Payment

2        $42.96   17       $6.24
3        $29.06   18       $5.98
4        $22.12   19       $5.74
5        $17.95   20       $5.53
6        $15.18   21       $5.33
7        $13.20   22       $5.16
8        $11.71   23       $5.00
9        $10.56   24       $4.85
10       $ 9.64   25       $4.72
11       $ 8.88   26       $4.60
12       $ 8.26   27       $4.49
13       $ 7.73   28       $4.38
14       $ 7.28   29       $4.28
15       $ 6.89   30       $4.19
16       $ 6.54
    

OPTION 4 - LIFE INCOME WITH GUARANTEED PAYMENT PERIOD
The proceeds are used to make payments at regular  intervals for the lifetime of
the payee.  If the payee dies during the  guaranteed  period,  payments  will be
continued to the end of that period.  A period of 10 or 20 years may be elected.
The amount of the  payments  depends on the age and sex of the payee at the time
AAL issues the settlement agreement.  Guaranteed payments are shown in the table
below.

   
MONTHLY PAYMENTS FOR EACH $1,000 OF
PROCEEDS

10 YEAR                             20 YEAR
GUARANTEED                          GUARANTEED
PAYMENT                             PAYMENT
PERIOD                              PERIOD

Age      Male     Female            Male    Female

50       $4.53    $4.19             $4.38   $4.13
51       $4.61    $4.26             $4.44   $4.18
52       $4.69    $4.32             $4.50   $4.24
53       $4.77    $4.39             $4.56   $4.29
54       $4.85    $4.45             $4.62   $4.35
55       $4.93    $4.52             $4.68   $4.40
56       $5.03    $4.61             $4.74   $4.46
57       $5.14    $4.70             $4.80   $4.53
58       $5.24    $4.78             $4.87   $4.59
59       $5.35    $4.87             $4.93   $4.66
60       $5.45    $4.96             $4.99   $4.72
61       $5.58    $5.07             $5.05   $4.79
62       $5.71    $5.18             $5.11   $4.86
63       $5.85    $5.30             $5.18   $4.93
64       $5.98    $5.41             $5.24   $5.00
65       $6.11    $5.52             $5.30   $5.07
66       $6.27    $5.67             $5.35   $5.14
67       $6.43    $5.82             $5.40   $5.20
68       $6.59    $5.96             $5.44   $5.27
69       $6.75    $6.11             $5.49   $5.33
70       $6.91    $6.26             $5.54   $5.40
71       $7.09    $6.44             $5.57   $5.44
72       $7.26    $6.63             $5.60   $5.49
73       $7.44    $6.81             $5.62   $5.53
74       $7.61    $7.00             $5.65   $5.58
75       $7.79    $7.18             $5.68   $5.62
76       $7.95    $7.38             $5.69   $5.64
77       $8.12    $7.58             $5.71   $5.66
78       $8.28    $7.78             $5.72   $5.69
79       $8.45    $7.98             $5.74   $5.71
80       $8.61    $8.18             $5.75   $5.73
    

OPTION 5 - JOINT AND SURVIVOR LIFE INCOME WITH GUARANTEED PAYMENT PERIOD
The proceeds are used to make payments at regular  intervals for the lifetime of
both payees. Upon the death of one of the payees, payments will be continued for
the lifetime of the surviving  payee.  If both payees die during the  guaranteed
period,  payments will be continued to the end of that period. A period of 10 or
20 years may be elected. The amount of the payments depends upon the age and sex
of the  payees  at the time AAL  issues  the  settlement  agreement.  Guaranteed
payments are shown in the tables below.

   
MONTHLY PAYMENTS FOR EACH $1,000 OF
PROCEEDS
PAYMENTS GUARANTEED FOR 10 YEARS

Male     Female Ages
Ages     50       55       60       65      70       75       80

50       $3.91    $4.05    $4.18    $4.29   $4.38    $4.45    $4.49
55       $3.99    $4.17    $4.36    $4.53   $4.67    $4.78    $4.86
60       $4.06    $4.28    $4.53    $4.77   $5.00    $5.19    $5.32
65       $4.11    $4.37    $4.67    $5.00   $5.34    $5.64    $5.87
70       $4.14    $4.43    $4.79    $5.20   $5.66    $6.11    $6.48
75       $4.17    $4.48    $4.86    $5.34   $5.91    $6.52    $7.07
80       $4.18    $4.50    $4.91    $5.44   $6.09    $6.83    $7.56

MONTHLY PAYMENTS FOR EACH $1,000 OF
PROCEEDS
PAYMENTS GUARANTEED FOR 20 YEARS

Male     Female Ages
Ages     50       55       60       65      70       75       80

50       $3.90    $4.03    $4.16    $4.25   $4.32    $4.36    $4.38
55       $3.98    $4.15    $4.32    $4.47   $4.58    $4.64    $4.67
60       $4.04    $4.25    $4.47    $4.68   $4.84    $4.94    $4.98
65       $4.08    $4.32    $4.59    $4.85   $5.07    $5.21    $5.28
70       $4.11    $4.37    $4.67    $4.97   $5.24    $5.42    $5.50
75       $4.12    $4.39    $4.70    $5.04   $5.34    $5.55    $5.64
80       $4.12    $4.40    $4.72    $5.07   $5.38    $5.60    $5.71
    

OTHER OPTIONS
AAL also has other  settlement  options which may be chosen.  Information  about
these  options may be obtained from an AAL district  representative  or the home
office.

12.4 GUARANTEED INTEREST RATE ON SETTLEMENT OPTIONS

Options 1, 2, and 3 are based on a guaranteed  effective annual interest rate of
3%%. Options 4 and 5 are based on a guaranteed effective annual interest rate of
3 1/2%% using the "1983 Table a" annuitant mortality table.

12.5 SETTLEMENT
AGREEMENT

AAL will issue a separate settlement  agreement whenever proceeds are applied to
any settlement option. The settlement agreement will be issued to the payee. The
payee is the person named to receive the payments.

If the payee dies on or after the  settlement  agreement  commencement  date and
before  the entire  interest  in the  settlement  agreement  has been paid,  the
remaining portion of such interest will be paid at least as rapidly as under the
method of payment in effect as of the date of the payee's death.

FLEXIBLE PREMIUM
VARIABLE LIFE INSURANCE

   
Death benefit payable at death of insured before maturity date Maturity proceeds
payable on maturity date  Adjustable  death benefit  Flexible  premiums  payable
during lifetime of insured until maturity date Death benefit  guarantee of Death
Benefit Guarantee  Premiums Return on cash value based on the investment options
selected QQ
    




                  AMENDED AND RESTATED PARTICIPATION AGREEMENT
                  BY AND BETWEEN AID ASSOCIATION FOR LUTHERANS
                        AND AAL VARIABLE PRODUCT ACCOUNTS
                   AND AAL VARIABLE PRODUCT SERIES FUND, INC.,
                   DATED _____, 1994, AS AMENDED _____, 1997


<PAGE>


                                TABLE OF CONTENTS
Page
                1      Sale of FUND Shares
                2.     Representations and Warranties
                3.     Prospectus and Proxy Statements: Voting
                4.     Sales Material and Information
                5.     Fees and Expenses
                6.     Diversification
                7.     Indemnification 8
                8.     Term and Termination Of This Agreement I
                9.     Notices
                10.    Miscellaneous



<PAGE>


                             PARTICIPATION AGREEMENT

        This  PARTICIPATION  AGREEMENT,  is  made  and  entered  into as of this
______day of  _____________,  1997, by and among AID  ASSOCIATION  FOR LUTHERANS
("AAL"),  on its own behalf and on behalf of AAL VARIABLE  ANNUITY ACCOUNT I and
AAL VARIABLE LIFE ACCOUNT I (the  "ACCOUNTS"),  and AAL VARIABLE  PRODUCT SERIES
FUND, INC. (the "FUND"), (collectively the "Parties").

WITNESSETH:

        WHEREAS,  AAL is a fraternal benefit society organized under the laws of
the  State of  Wisconsin  engaged  in the  writing  of life  insurance,  annuity
contracts,  and other insurance products, and serves as sponsor and depositor of
the  ACCOUNTS  and as  investment  adviser  of the  FUND  registered  under  the
Investment Advisers Act of 1940;

   
        WHEREAS,  the ACCOUNTS  are legally  segregated  asset  accounts of AAL,
established  pursuant  to the laws of the  State  of  Wisconsin,  and  currently
consists of five  subaccounts  (the  "Subaccounts"),  for the purpose of funding
certain  variable  universal  life  insurance  contracts  and  variable  annuity
contracts (collectively the "Certificates");
    

        WHEREAS,  the  FUND is  registered  with  the  Securities  and  Exchange
Commission (the "SEC"), as a diversified, open-end management investment company
under the  Investment  Company Act of 1940 (the "1940 Act"),  and its shares are
registered with the SEC under the Securities Act of 1933 (the "1933 Act"); and

   
Whereas,  the Fund is a series  company,  meaning  its  Board of  Directors  may
designate various series  ("Portfolios") into which the FUND's authorized shares
are to be divided from time to time,  with each such  Portfolio  consisting of a
specific number of the FUND's authorized  shares,  representing an interest in a
separate   portfolio  of  securities  and  other  assets,  and  having  its  own
invwestment  objectives,  policies  and  restrictions  (the  Board of  Directors
currently has designated seven such Portfolios); and
    

        WHEREAS, to the extent permitted by applicable insurance,  tax and other
laws and  regulations,  AAL intends to purchase  shares in the FUND on behalf of
the ACCOUNTS to fund the  Certificates  and on behalf of the ACCOUNTS [or on its
own behalf for related purposes,] and the FUND is authorized to sell such shares
to the ACCOUNTS and to AAL at net asset value;

        WHEREAS, the FUND has entered into an Investment Advisory Agreement with
AAL, dated the twenty-seventh day of September,  1994, wherein AAL has agreed to
serve as investment  adviser to the FUND, and to accept  certain  obligations of
the FUND as set forth herein, i.e., to compute the daily net asset value and the
net asset value per share for each Portfolio and to comply with Subchapter M and
Section 817(h) of the Internal Revenue Code of 1986 (the "Code");

        NOW,  THEREFORE,  in  consideration of the covenants and mutual promises
contained  herein,  and other good and valuable  consideration,  the receipt and
legal sufficiency of which are hereby acknowledged,  and intending to be legally
bound hereby, the Parties agree as follows:

1.      Sale of FUND Shares

        1.1 The  Certificates  funded  through the ACCOUNTS will provide for the
        allocation of net amounts among certain  Subaccounts  for  investment in
        such shares of the Portfolios as may be offered from time to time in the
        prospectus  of the ACCOUNTS for the  Certificates.  The selection of the
        particular  Subaccount is to be made by the Certificate  owner, and such
        selection  may  be  changed  in   accordance   with  the  terms  of  the
        Certificates.

        1.2 The FUND will sell to AAL those shares of each  available  Portfolio
        that AAL orders based on transactions under Certificates, effecting such
        orders on a daily  basis at the  Portfolio's  net asset  value per share
        computed as provided in the FUND prospectus.

        1.3 The Board of Directors of the FUND (the  "Board") may refuse to sell
        shares of any  Portfolio to AAL, or suspend or terminate the offering of
        shares  of any  Portfolio,  if  such  action  is  required  by law or by
        regulatory authorities having jurisdiction or is, in the sole discretion
        of the  Board,  acting  in good  faith  and in light of their  fiduciary
        duties under  federal and any  applicable  state laws,  necessary in the
        best interests of the shareholders of the FUND.

        1.4 The FUND  agrees that its shares will be sold only to AAL. No shares
        of any  Portfolio  will be sold to the  general  public  or to any  life
        insurance company other than AAL.

   
        1.5 The FUND will  redeem  for cash from AAL  those  full or  fractional
        shares of each Portfolio that AAL requests based on  transactions  under
        Certificates,   effecting   such  requests  on  a  daily  basis  at  the
        Portfolio's  net asset value per share next  computed as provided in the
        FUND prospectus.
    

        1.6  Issuance  and  transfer of the FUND's  shares will be by book entry
        only. Stock  certificates will not be issued to AAL. Shares ordered from
        the FUND will be recorded in an appropriate title for AAL.

        1.7  The  FUND  shall  furnish  notice  promptly  to AAL of any  income,
        dividends  or capital  gain  distributions  payable on the shares of any
        Portfolio.  AAL hereby elects to receive all such income,  dividends and
        capital gain  distributions  as are payable on FUND shares in additional
        shares of that Portfolio. AAL reserves the right to revoke this election
        and to receive all such income, dividends and capital gain distributions
        in cash.  The FUND shall notify AAL of the number of shares so issued as
        payment of such income, dividends and distributions.

        1.8 The FUND shall make the net asset value per share for each Portfolio
        available to AAL on a daily basis, as soon as reasonably practical after
        the net asset value per share is calculated.

        1.9 The FUND may establish  additional  Portfolios to provide additional
        funding  media  for the  Certificates,  or  delete,  combine,  or modify
        existing Portfolios.  The shares of any additional Portfolio may be made
        available  to the  ACCOUNTS  by the FUND,  pursuant to the terms of this
        Agreement,  and any applicable  reference to any Portfolio,  the FUND or
        its shares herein shall include a reference to any such Portfolio.

2.      Representations and Warranties

        2.1 AAL represents and warrants that interests in the ACCOUNTS under the
        Certificates  are or will be registered under the 1933 Act to the extent
        required by the 1933 Act, that the Certificates  will be issued and sold
        in compliance in all material  respects with all applicable  federal and
        state  laws and that the sale of the  Certificates  will  comply  in all
        material  respects  with state  insurance  and  federal  securities  law
        suitability requirements. AAL further represents and warrants that it is
        a fraternal  benefit  society  organized  under the laws of the State of
        Wisconsin  and  engaged  in  the  writing  of  life  insurance,  annuity
        contracts, and other insurance products; that it has legally and validly
        established  its ACCOUNTS as segregated  asset accounts under  Wisconsin
        insurance  law; and that it has registered or will register the ACCOUNTS
        as a unit investment trust in accordance with the provisions of the 1940
        Act to serve as segregated investment accounts for the Certificates,  to
        the extent required by the 1940 Act.

        2.2 AAL represents and warrants that any interests in the ACCOUNTS being
        offered for sale under the  Certificates are or will be registered under
        the  1933  Act  to the  extent  required  by  the  1933  Act,  that  the
        Certificates  will be  issued  and sold in  compliance  in all  material
        respects with all  applicable  federal and state laws, and that the sale
        of the  Certificates  will comply in all  material  respects  with state
        insurance law, and federal  securities laws,  including the rules of the
        National Association of Securities Dealers, Inc. ("NASD").

        2.3 The FUND  represents  and warrants  that its shares sold pursuant to
        this  Agreement  are or will be  registered  under  the  1933 Act to the
        extent  required by the 1933 Act, duly  authorized for issuance and sold
        in compliance  with the laws of the state of Maryland and all applicable
        federal securities laws and that the FUND is or will be registered under
        the 1940 Act to the extent required by the 1940 Act. The FUND will amend
        the registration statement for its shares under the 1933 Act, as well as
        its  registration  statement under the 1940 Act, as required in order to
        effect the continuous offering of its shares. The FUND will register and
        qualify the shares for sale in  accordance  with the laws of the various
        states only if and to the extent deemed advisable by the FUND.

        2.4 AAL  represents  and warrants  that its  Certificates  are currently
        treated as annuity contracts under applicable provisions of the Code and
        that it will make every effort to maintain such treatment.

   
        2.5 The FUND makes no  representation  as to  whether  any aspect of its
        operations  (including,  but not limited to, fees and expenses) complies
        with the insurance laws or regulations of the various  states.  The FUND
        intends  to  comply  with  the  insurance  laws  of any  relevant  state
        regarding   any   Portfolio's   investment   objectives,   policies  and
        restrictions  to the extent that AAL advises  the FUND,  in writing,  of
        such laws or any change in such laws.
    

        2.6 The FUND  represents and warrants that each of its  Portfolios  will
        qualify as a regulated investment company under Subchapter M of the Code
        and that the  investments of each of its Portfolios will comply with the
        diversification  requirements  of  Section  817(h)  of the  Code and the
        regulations  thereunder,  and that it will notify AAL  immediately  upon
        having a reasonable basis for believing that it has ceased to so qualify
        or that it might not so qualify in the future.

3.      Prospectus and Proxy Statements: Voting

        3.1 The FUND will provide such documentation  (including a final copy of
        any new  prospectus,  statement of additional  information  ("SAI"),  or
        supplement) and other assistance as is reasonably necessary in order for
        AAL or its designee to timely  distribute  the current FUND  prospectus,
        SAI and any  supplement  thereto,  or, in the  alternative,  to have the
        prospectus  of  the  ACCOUNTS  for  the   Certificates  and  the  FUND's
        prospectus  printed  together  in one  document  once each year (or more
        frequently if the  prospectus for the FUND is amended) (such printing to
        be at the FUND's expense, as provided in Section 5.1).

   
        3.2 The FUND will provide such documentation  (including a final copy of
        any proxy material,  report to shareholders,  and other communication to
        shareholders) and other assistance as is reasonably necessary for AAL or
        its  designee  to  timely  distribute  the  proxy  material,  report  to
        shareholders, and other communication (such printing and distribution to
        be at AAL's expense, as provided in Section 5.1).
    

        3.3    If, and to the extent required by law, AAL shall, at AAL's 
               expense, as provided in Section 5.2:

               (a)    solicit voting instructions from Certificate owners;

               (b)  vote  Portfolio  shares  in  accordance  with   instructions
               received from Certificate owners;

               (c) vote  Portfolio  shares for which no  instructions  have been
               received,  as well as Portfolio shares  attributable to AAL other
               than under Certificates, in the same proportion as shares of such
               Portfolio for which  instructions have been received,  so long as
               and to the extent that the SEC  continues to  interpret  the 1940
               Act to require  pass-through voting privileges.  AAL reserves the
               right  to vote  Portfolio  shares  held in any  segregated  asset
               accounts or in general  accounts in its own right,  to the extent
               permitted by law.

   
        3.4 The FUND  reserves the right to take all actions,  including but not
        limited to the dissolution,  merger,  and sale of all assets of the FUND
        solely upon the authorization of its Board and/or the 1940 Act.
    

4.      Sales Material and Information

        4.1 AAL or its designee will furnish, or will cause to be furnished,  to
        the  FUND or its  designee,  each  piece of  sales  literature  or other
        promotional material in which the FUND or AAL is named, at least fifteen
        (15) days prior to its intended  use. No such  material  will be used if
        the FUND or its designee  objects to such  intended  use within  fifteen
        (15) days after receipt of such material.

        4.2 AAL  will not give any  information  or make any  representation  or
        statement, or cause such information to be given or representation to be
        made,  on behalf of the FUND or  concerning  any Portfolio in connection
        with  the  sale  of the  Certificates  other  than  the  information  or
        representations contained in the registration statement, prospectus, and
        SAI for FUND shares, as such registration statement, prospectus, and SAI
        may be amended or supplemented from time to time, or in reports or proxy
        materials  for the FUND,  or in sales  literature  or other  promotional
        material  approved  by  the  FUND  or  its  designee,  except  with  the
        permission of the FUND or its designee.

        4.3  The  FUND  or its  designee  will  furnish,  or  will  cause  to be
        furnished,  to AAL or its  designee,  each piece of sales  literature or
        other promotional  material of the FUND in which AAL and/or its ACCOUNTS
        is named,  at least fifteen (15) days prior to its intended use. No such
        material  will be used if AAL or its designee  objects to such  intended
        use within fifteen (15) days after receipt of such material.

        4.4 The FUND will not give any  information or make any  representations
        or statements,  or cause such information to be given or representations
        to be made,  on behalf of AAL or  concerning  AAL,  its  ACCOUNTS or its
        Certificates other than the information or representations  contained in
        a registration  statement or prospectus for such  Certificates,  as such
        registration  statement and  prospectus  may be amended or  supplemented
        from time to time, or in published  reports for the ACCOUNTS that are in
        the public domain or approved by AAL for  distribution to owners,  or in
        sales literature or other  promotional  material  approved by AAL or its
        designee, except with the permission of AAL or its designee .

        4.5 The FUND will provide to AAL one complete  copy of all  registration
        statements,   prospectuses,   SAIs,  reports,   proxy  material,   sales
        literature and other promotional material,  applications for exemptions,
        requests for no-action letters,  and all amendments to any of the above,
        that relate to the FUND or its shares, contemporaneously with the filing
        of such document with the SEC or other regulatory authorities.

        4.6 AAL will provide to the FUND one complete  copy of all  registration
        statements,   prospectuses,  SAIs,  reports,  solicitations  for  voting
        instructions,   sales   literature  and  other   promotional   material,
        applications  for exemptions,  requests for no-action  letters,  and all
        amendments  to any of the  above,  that  relate to the  ACCOUNTS  or its
        Certificates,  contemporaneously  with the filing of such  document with
        the SEC or other regulatory authorities.

5.      Fees and Expenses

        5.1 The FUND will pay all  expenses  incident to the FUND's  performance
        under this  Agreement.  In  addition  to the  investment  advisory  fee,
        subject to the expense  reimbursement  arrangement discussed below, each
        Portfolio  will  bear  all  of  its  operating  expenses  that  are  not
        specifically  assumed by AAL, including the following:  (i) interest and
        taxes  (ii)  brokerage  commissions;   (iii)  insurance  premiums;  (iv)
        compensation  and expenses for those Directors who are not  "interested"
        persons under  Section  2(a)(19) of the Act; (v)  independent  legal and
        audit  expenses;  (vi)  fees  and  expenses  of  the  FUND's  custodian,
        shareholder  servicing or transfer agent and accounting  services agent;
        (vii) expenses  incident to the issuance of its shares,  including stock
        certificates  and issuance of shares on the payment of, or  reinvestment
        of  dividends;  (viii) fees and  expenses  incident to the  registration
        under Federal or state  securities laws of the FUND or its shares;  (ix)
        FUND  or  portfolio   organizational  expenses;  (x)  fund  expenses  of
        preparing,  printing and mailing reports and notices, proxy material and
        prospectuses  to  shareholders  of the  FUND;  (xi) all  other  expenses
        incidental to holding meetings of the FUND's shareholders; (xii) dues or
        assessments of or contributions to the Investment  Company  Institute or
        any successor or other industry  association;  (xiii) such non-recurring
        expenses as may arise,  including  litigation affecting the FUND and the
        legal  obligations which the FUND may have to indemnify its officers and
        Directors with respect  thereto;  and (xiv) cost of daily  evaluation of
        each of the Portfolio's securities and net asset value per share.

        5.2 AAL will pay all expenses  incident to AAL's  performance under this
        Agreement.  In  addition,  AAL will bear the  expenses of  printing  and
        distributing to its Certificate  owners the FUND proxy materials,  proxy
        cards and voting instruction forms (collectively  "proxy  information"),
        tabulating the results of proxy solicitations to its Certificate owners,
        printing and distributing to its Certificate owners the FUND prospectus,
        SAI,  supplement,  proxy  material,  report to  shareholders,  and other
        communication  to  shareholders,   and  any  expenses   associated  with
        administration of its Certificates.

6.      Diversification
        6.1 The Portfolios will at all times invest money from the  Certificates
        in such a manner as to ensure that the  Certificates  will be treated as
        variable life  insurance  contracts  under the Code and the  regulations
        thereunder  insofar as such  investment is required for such  treatment.
        Without limiting the scope of the foregoing,  the Portfolios will at all
        times  comply with Section  817(h) of the Code and Treasury  Regulations
        Section 1.817 relating to the diversification  requirements for variable
        annuity,  endowment,  or life insurance  contracts and any amendments or
        other modifications to such Section or Regulations.

        6.2 The FUND shall  furnish to AAL on a regular  basis reports of all of
        the  investments of each Portfolio in a form sufficient to permit AAL to
        determine   whether   each   Portfolio   is  in   compliance   with  the
        diversification  requirements  of  Section  817(h)  of the  Code and the
        Regulations  thereunder  and shall take  immediate  action,  on learning
        through its own monitoring, or on advice from AAL, that any Portfolio is
        not in compliance with such  requirements,  to return to compliance with
        such requirements.

        6.3 If any  Portfolio  is found not to comply  with the  diversification
        requirements  at the end of a  calendar  quarter  and the  30-day  grace
        period  allowed  under  the   Regulations,   the  FUND  shall  take  all
        appropriate  efforts  immediately  to  restore  any  such  Portfolio  to
        compliance  and shall fully  cooperate with AAL in any effort to correct
        such  diversification   failure  under  procedures  established  by  the
        Internal Revenue Service, including those set forth in Revenue Procedure
        92-25.

7.      Indemnification

        7.1    Indemnification By AAL

               (a) AAL will indemnify and hold harmless the FUND and each of its
               directors,  officers,  and employees and each person, if any, who
               controls  the FUND  within the  meaning of Section 15 of the 1933
               Act (collectively, the "Indemnified Parties" for purposes of this
               Section  7.1)  against  any  and  all  losses,  claims,  damages,
               liabilities  (including  amounts  paid  in  settlement  with  the
               written consent of AAL) or litigation  (including legal and other
               expenses),  to which the  Indemnified  Parties may become subject
               under any statute,  regulation,  at common law or otherwise,  and
               which:

                      (i) arise out of or are based  upon any  failure by AAL to
                      perform  the  duties  or  assume  the   general   business
                      responsibilities  of  AAL  with  respect  to  the  design,
                      drafting,   state  approvals,   issuance,   servicing  and
                      administration of the  Certificates,  or the establishment
                      and maintenance of the ACCOUNTS; or

                      (ii) arise out of or are based upon any untrue  statements
                      or  alleged   untrue   statements  of  any  material  fact
                      contained in the registration  statement,  prospectus,  or
                      SAI for the Certificates, or the ACCOUNTS, or contained in
                      the  Certificates or sales literature for the Certificates
                      (or any amendment or supplement to any of the  foregoing),
                      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  Agreement to
                      indemnify  will not apply as to any  Indemnified  Party if
                      such  statement or omission or such  alleged  statement or
                      omission was made in reliance upon and in conformity  with
                      information furnished in writing to AAL by or on behalf of
                      the   FUND   for  use  in  the   registration   statement,
                      prospectus, or SAI for the Certificates or the ACCOUNTS or
                      in the  Certificates or sales literature (or any amendment
                      or supplement) or otherwise for use in connection with the
                      sale of the Certificates or FUND shares; or

                      (iii)  arise  out  of or  are  based  upon  statements  or
                      representations  (other than statements or representations
                      contained in the registration statement,  prospectus, SAI,
                      or sales  literature  of the FUND not  supplied by AAL, or
                      persons  under its control) or wrongful  conduct of AAL or
                      persons under its control, or failure to supervise persons
                      under AAL's control or entities or individuals  with which
                      AAL contracts, with respect to the sale or distribution of
                      the Certificates or FUND shares; or

                      (iv) arise out of any untrue  statement or alleged  untrue
                      statement of a material fact  contained in a  registration
                      statement,  prospectus, or sales literature of the FUND or
                      any  amendment  thereof  or  supplement   thereto  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 a statement
                      or  omission  was  made  in  reliance   upon   information
                      furnished  in  writing to the FUND by or on behalf of AAL;
                      or

                      (v)  arise  out of or result  from any  failure  by AAL to
                      provide   the   services   and   furnish   the   materials
                      contemplated by this Agreement; or

                      (vi) arise out of or result  from any  material  breach of
                      any  representation  and/or  warranty  made by AAL in this
                      Agreement  or  arise  out  of or  result  from  any  other
                      material  breach of this  Agreement  by AAL, as limited by
                      and in accordance with the provisions of Sections  7.1(b).
                      and 7.1(c) hereof.

               (b) AAL will not be liable under this  indemnification  provision
               with  respect to any  losses,  claims,  damages,  liabilities  or
               litigation  to which an  Indemnified  Party  would be  subject by
               reason  of 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 or to the
               Fund, whichever is applicable.

               (c) AAL will not be liable under this  indemnification  provision
               with  respect to any claim  made  against  an  Indemnified  Party
               unless such Indemnified  Party shall have notified AAL in writing
               within a  reasonable  time after the summons or other first legal
               process giving  information of the nature of the claim shall have
               been   served  upon  such   Indemnified   Party  (or  after  such
               Indemnified  Party shall have received  notice of such service on
               any  designated  agent),  but  failure  to notify AAL of any such
               claim will not relieve AAL from any liability that it may have to
               the  Indemnified  Party  against  whom  such  action  is  brought
               otherwise than on account of this indemnification  provision.  In
               case any such action is brought against the Indemnified  Parties,
               AAL shall be entitled to participate,  at its own expense, in the
               defense thereof.  AAL also will be entitled to assume the defense
               thereof,  with  counsel  satisfactory  to the party  named in the
               action.  After notice from AAL to such party of AAL's election to
               assume the defense thereof,  the Indemnified  Party will bear the
               fees and expenses of any additional  counsel  retained by it, and
               AAL will not be liable to such 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.

               (d)  The  Indemnified  Party  will  promptly  notify  AAL  of the
               commencement of any litigation or proceeding against it or any of
               its   respective   officers  or  directors  in  connection   with
               transactions  that are the subject of this  Agreement  whether or
               not indemnification is being sought hereunder.

        7.2    Indemnification By the FUND

               (a) The FUND will indemnify and hold harmless AAL and each of its
               directors,  officers and employees  and each person,  if any, who
               controls  AAL  within  the  meaning of Section 15 of the 1933 Act
               (collectively,  the  "Indemnified  Parties"  for purposes of this
               Section  7.2)  against  any  and  all  losses,  claims,  damages,
               liabilities  (including  amounts  paid  in  settlement  with  the
               written consent of FUND) or litigation (including legal and other
               expenses)  to which the  Indemnified  Parties may become  subject
               under any statute, regulation at common law or otherwise, which:

                      (i) arise out of or are based upon any failure by the FUND
                      to  perform  the  duties or assume  the  general  business
                      responsibilities with respect to the sale of shares of the
                      FUND to AAL; or

                      (ii) arise out of or are based upon any untrue  statements
                      or  alleged   untrue   statements  of  any  material  fact
                      contained in the sales  literature for the FUND and/or the
                      Certificates,  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  agreement to indemnify will not apply as to any
                      Indemnified  Party if such  statement  or omission or such
                      alleged  statement or omission  was made in reliance  upon
                      and in conformity with information furnished in writing to
                      the  FUND  by  or  on   behalf  of  AAL  for  use  in  the
                      registration statement,  prospectus, or SAI for use in the
                      sales  literature or otherwise for use in connection  with
                      the sale of Portfolio shares; or

                      (iii)  arise  out  of or  are  based  upon  statements  or
                      representations  (other than statements or representations
                      contained in the registration statement,  prospectus, SAI,
                      or sales  literature of the FUND not supplied by the FUND,
                      or persons  under its control) or wrongful  conduct of the
                      FUND or persons under its control, or failure to supervise
                      persons   under  the  FUND's   control  or   entities   or
                      individuals with which the FUND contracts, with respect to
                      the  sale  or  distribution  of the  Certificates  or FUND
                      shares; or

                      (iv) arise out of any untrue  statement or alleged  untrue
                      statement of a material fact  contained in a  registration
                      statement,  prospectus, or sales literature of the FUND or
                      any  amendment  thereof  or  supplement   thereto  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 a statement
                      or  omission  was  made  in  reliance   upon   information
                      furnished in writing to AAL by or on behalf of AAL; or

                      (v) arise out of or result from any failure by the FUND to
                      provide   the   services   and   furnish   the   materials
                      contemplated by this Agreement; or

                      (vi) arise out of or result  from any  material  breach of
                      any  representation  and/or  warranty  made by the FUND in
                      this  Agreement  or arise out of or result  from any other
                      material  breach of this Agreement by the FUND,  except to
                      the extent provided in Section 7.2(b) and 7.2(c) hereof.

               (b) The  FUND  will  not be  liable  under  this  indemnification
               provision   with   respect  to  any  losses,   claims,   damages,
               liabilities or litigation to which an Indemnified  Party would be
               subject   by  reason   of  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 or to the FUND, whichever is applicable.

               (c) The  FUND  will  not be  liable  under  this  indemnification
               provision  with respect to any claim made against an  Indemnified
               Party unless such Indemnified  Party shall have notified the FUND
               in writing  within a  reasonable  time after the summons or other
               first legal process giving information of the nature of the claim
               shall have been served upon such Indemnified Party (or after such
               Indemnified  Party shall have received  notice of such service on
               any designated agent), but failure to notify the FUND of any such
               claim will not  relieve the FUND from any  liability  that it may
               have to the Indemnified Party against whom such action is brought
               otherwise than on account of this indemnification  provision.  In
               case any such action is brought against the Indemnified  Parties,
               the FUND shall be entitled to participate, at its own expense, in
               the defense thereof. The FUND also will be entitled to assume the
               defense thereof,  with counsel satisfactory to the party named in
               the  action.  After  notice  from the  FUND to such  party of the
               FUND's  election to assume the defense  thereof,  the Indemnified
               Party will bear the fees and expenses of any  additional  counsel
               retained  by it,  and the FUND will not be  liable to such  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.

               (d) The  Indemnified  Party will promptly  notify the FUND of the
               commencement of any litigation or proceeding against it or any of
               its   respective   officers  or  directors  in  connection   with
               transactions  that are the subject of this  Agreement  whether or
               not indemnification is being sought hereunder.

8.      Term and Termination Of This Agreement

        8.1 This Agreement will terminate:

               (a) as to any party  hereto,  at the option of that  party,  upon
               prior  written  notice to the other  party as provided in Section
               8.3 herein; or

               (b)  at  the  option  of  the  FUND  in  the  event  that  formal
               administrative  proceedings  are  instituted  against  AAL by the
               NASD, the SEC, any state securities or insurance  commissioner or
               any other  regulatory  body  regarding  AAL's  duties  under this
               Agreement  or  related  to  the  sale  of the  Certificates,  the
               operation  of the  ACCOUNTS,  or the  purchase  of  FUND  shares,
               provided, however, that the FUND determines, in its sole judgment
               exercised in good faith, that any such administrative proceedings
               will have a material  adverse  effect  upon the ability of AAL to
               perform its obligations under this Agreement; or

               (c) at the option of AAL in the event that formal  administrative
               proceedings are instituted against the FUND by the NASD, the SEC,
               or any state  securities  or  insurance  commission  or any other
               regulatory body, regarding the FUND's duties under this Agreement
               or related  to the sale of FUND  shares or the  operation  of the
               FUND,  provided,  however,  that  AAL  determines,  in  its  sole
               judgment  exercised in good faith,  that any such  administrative
               proceedings  will have a material adverse effect upon the ability
               of the FUND to perform its obligations under this Agreement; or

               (d) at the  option  of AAL with  respect  to the  ACCOUNTS,  upon
               requisite   authority  to   substitute   the  shares  of  another
               investment  company for shares of the FUND in accordance with the
               terms of the  Certificates  or in  accordance  with the  ACCOUNTS
               investment policy or standards of conduct; or

               (e) at the option of AAL,  in the event any of the FUND's  shares
               are not registered, issued, or sold in accordance with applicable
               federal and any state law or such law  precludes  the use of such
               shares as the  underlying  investment  media of the  Certificates
               issued or to be issued by AAL; or

               (f) at the  option  of  AAL,  if  the  FUND  fails  to  meet  the
               requirements specified in Section 2.6 hereof; or

               (g) at the option of the FUND, if the investments of the ACCOUNTS
                   fail to satisfy the diversification  requirements of the Code
                   and the regulations thereunder, or

               (h) at the  option  of AAL,  if the  FUND  dissolves  or  becomes
                   otherwise unable to sell shares to fund the Accounts.

        8.2 It is  understood  and agreed that the right of any party  hereto to
        terminate this Agreement pursuant to Section 8.1(a) may be exercised for
        any reason or for no reason.

        8.3 Notice Requirement for Termination. No termination of this Agreement
        will be effective unless and until the party  terminating this Agreement
        gives prior written  notice to the other party to this  Agreement of its
        intent to terminate,  and such notice shall set forth the basis for such
        termination. Furthermore,

               (a)  in  the  event  that  any  termination  is  based  upon  the
               provisions of Section  8.1(a)  hereof,  such prior written notice
               shall be given at least one hundred  eighty (180) days in advance
               of  the  effective  date  of  termination  as  required  by  such
               provision;

               (b)  in  the  event  that  any  termination  is  based  upon  the
               provisions of Section 8.1(b) or Section 8.1(c) hereof, such prior
               written  notice  shall  be given at  least  ninety  (90)  days in
               advance of the effective date of termination;

               (c)  in  the  event  that  any  termination  is  based  upon  the
               provisions of Section 8.1(d) hereof, AAL will give at least sixty
               (60)  days  prior  written  notice to the FUND of the date of any
               proposed action to substitute  FUND shares,  including the filing
               of any  applicable  exemptive  application  under  the  1940  Act
               relating to the  ACCOUNTS;  and AAL will  provide the FUND with a
               copy of any such exemptive application; and

               (d)  in  the  event  that  any  termination  is  based  upon  the
               provisions of Section 8.1(e),  Section 8.1(f),  or Section 8.1(g)
               hereof,  such  prior  written  notice  shall  be given as soon as
               possible  within  twenty-four  (24) hours  after the  terminating
               party learns of the event causing termination to be required.

        8.4 Partial  Termination.  It is also understood that this Agreement may
        be terminated  with regard to a specific  Portfolio or Portfolios of the
        FUND,  or the entire FUND at the  discretion of the  terminating  party.
        Notwithstanding  any termination of this  Agreement,  the FUND shall, at
        the option of AAL,  continue to make available  additional shares of the
        FUND  pursuant to the terms and  conditions of this  Agreement,  for all
        Certificates  in effect on the  effective  date of  termination  of this
        Agreement   (hereinafter   referred  to  as  "Existing   Certificates").
        Specifically,   without   limitation,   the   owners  of  the   Existing
        Certificates  shall be permitted to transfer or  reallocate  investments
        under the Certificates,  redeem investments in the FUND and/or invest in
        the FUND  upon the  making of  additional  purchase  payments  under the
        Existing Certificates.

9.      Notices

        Any  notice  will be  sufficiently  given  when  sent by  registered  or
certified  mail to the other  party at the address of such party set forth below
or at such other  address as such party may from time to time specify in writing
to the other party.

        If to AAL:           4321 North Ballard Road
                             Appleton, Wisconsin 54919-0001
                             Attention: Woodrow E. Eno

        If to the FUND:      4321 North Ballard Road
                             Appleton, Wisconsin 54919-0001
                             Attention:  Steven A. Weber


10.     Miscellaneous

        10.1  This  Agreement  will  be  construed  and  the  provisions  hereof
        interpreted  under  and in  accordance  with  the  laws of the  State of
        Maryland,  where the sale of any FUND share shall be deemed to have been
        made; provided,  however,  that if such laws or any of the provisions of
        this Agreement conflict with applicable  Provisions of the 1940 Act, the
        latter shall control.

        10.2 If any provision of this  Agreement will be held or made invalid by
        a court  decision,  statute,  rule or  otherwise,  the  remainder of the
        Agreement will not be effected thereby.



        IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to  be  executed  in  its  name  and  on  its  behalf  by  its  duly  authorized
representative  and its seal to be hereunder  affixed  hereto as of the ________
day of _________________, 1997.

AID ASSOCIATION FOR LUTHERANS and
   
AAL VARIABLE ANNUITY ACCOUNT I and  AAL Variable Life Account I and
    
AAL VARIABLE LIFE ACCOUNT I


By:
        John O. Gilbert
        President and Chief Executive Officer


   
Attest:
        Woodrow E. Eno
        Senior Vice President
        Secretary and General Counsel
    

AAL VARIABLE PRODUCT SERIES FUND, INC.


By:
        Steven A. Weber
        President


   
Attest:
        Mark J. Mahoney
        Secretary
    



[AAL LOGO]
[AAL LETTERHEAD]


Board of Directors
Aid Association for Lutherans
4321 North Ballard Road
Appleton, WI 54919

Subject:   Opinion of counsel -- Variable Universal Life Registration of 
           Certificates


Board Members:

This  opinion is  furnished  in  connection  with the  filing of a  registration
statement on Form S-6  ("Registration  Statement")  under the  Securities Act of
1933, as amended,  (the "1933 Act") and the  Investment  Company Act of 1940, by
Aid  Association  for  Lutherans  ("AAL") and AAL  Variable  Life Account I (the
"Variable  Account").  The securities  being  registered  under the Registration
Statement are units of interest  ("Units") to be issued by the Variable  Account
pursuant  to  certain  individual   flexible  premium  variable  universal  life
contracts ("Certificates") described in the Registration Statement.

I am  Assistant  General  Counsel and  Assistant  Secretary  of AAL, and in such
capacity, I am familiar with AAL's Articles of Incorporation and Bylaws and have
reviewed all statements,  records, instruments and documents which I have deemed
it necessary  to examine for the purpose of this  opinion.  I have  examined the
form of the Registration  Statement to by filed with the Securities and Exchange
Commission  in  connection  with the  registration  under  the 1933  Act,  of an
indefinite  number of Units to be issued by the Variable  Account in  connection
with the Certificates.  I am familiar with the proceedings taken and proposed to
be taken in connection with the  authorization,  issuance and sale of the Units.
Based  upon  a  review  of  those  documents  and  such  laws  that  I  consider
appropriate, I am of the opinion that:

1.       AAL is a fraternal benefit society organized under the laws of the 
         State of Wisconsin;

2.       the Variable  Account is duly  organized  under the  provisions  of the
         Wisconsin Insurance Code, under which income, gains, or losses, whether
         realized or unrealized,  from assets allocated to the Variable Account,
         are, in accordance with the terms of the  Certificates,  credited to or
         charged  against the  Variable  Account  without  regard to the income,
         gains, or losses to AAL;

3.       the portion of the assets to be held in the Variable  Account  equal to
         reserves  and  other  liabilities  under the  Certificates  will not be
         chargeable with  liabilities  arising out of any other business AAL may
         conduct; and

4.       the  Certificates  have been duly authorized by AAL and, when issued in
         the  manner  contemplated  by the  Registration  Statement,  the  Units
         thereunder   will   constitute   legal,   validly  issued  and  binding
         obligations of AAL in accordance with the terms of the Certificates.

I hereby  consent to the use of this  opinion as an exhibit to the  Registration
Statement  and the  reference  to me under the  caption  "Legal  Matters" in the
Statement of Additional Information contained in the Registration  Statement. In
giving this  consent,  I do not thereby admit that I come within the category of
persons whose  consent is required  under section 7 of the 1933 Act or the rules
and regulations of the Securities and Exchange Commission.

Respectfully submitted,

/s/ Mark J. Mahoney

Mark J. Mahoney
Assistant General Counsel
and Assistant Secretary

November 12, 1997





                          Aid Association for Lutherans
                           AAL Variable Universal Life
              Product Design Specifications and Pricing Assumptions


June 24, 1997

Aid Association For Lutherans
4321 North Ballard Road
Appleton, WI 54919-0001


In my capacity as a Director  and  Associate  Actuary  for Aid  Association  For
Lutherans (AAL), I have provided actuarial advice concerning:

A.        The preparation of the registration  statement of Form S-6 to be filed
          by Aid  Association  for  Lutherans  and AAL Variable  Life  Insurance
          Account I with the Securities and Exchange  Commission (SEC) under the
          Securities Act of 1933 with respect to the AAL Variable Universal Life
          insurance certificate (the "Registration Statement"); and

B.   The  preparation of the certificate  forms for the variable  universal life
     insurance  certificate   described  in  the  registration   statement  (the
     "Certificate").


It is my professional opinion that:

1.   Pursuant to Section  26(e)(2)(A) of the Investment Company Act of 1940, the
     fees and charges deducted on AAL Variable  Universal Life Certificate (Form
     Number S-6), in the  aggregate,  are reasonable in relation to the services
     rendered,  the expenses  expected to be incurred,  and the risks assumed by
     Aid Association for Lutherans.

2.   The illustrations of death benefits,  cash value, surrender value and total
     premiums  paid plus  interest at 5% shown in the  prospectus,  based on the
     assumptions stated in the illustration,  are consistent with the provisions
     of the  Certificate.  The rate  structure of the  Certificate  has not been
     designed so as to make the relationship  between premiums and benefits,  as
     shown in the  illustrations  included,  appear to be  correspondingly  more
     favorable to prospective buyers than other  illustrations  which could have
     been  provided at other  combinations  of ages,  sex of the insured,  death
     benefit option and amount, and premium amounts.

3.   All other  numerical  examples shown in the prospectus are consistent  with
     the  Certificate  and our  practices,  and have not been designed to appear
     more favorable to  prospective  buyers than other examples which could have
     been provided.

I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement and the use of my name in the Prospectus.


/s/David C. Vanden Heuvel
- -------------------------------------
David C. Vanden Heuvel, FSA, MAAA
Director and Associate Actuary
Aid Association for Lutherans



                         Consent of Independent Auditors


We consent to the  reference to our firm under the caption  "Experts" and to the
use of our  report  dated  March 14,  1997 on Aid  Association  for  Lutherans's
consolidated financial statements,  in the Pre-effective  Amendment No. 1 to the
Registration  Statement (Form S-6 No. 333-31011) and related  Prospectus for the
AAL Variable Life Account I.

                                                               Ernst & Young LLP

Milwaukee, Wisconsin
November 18,1997




                                                                
                                   CONSENT OF
                              MAYER, BROWN & PLATT


We hereby  consent to the  reference  to our firm under the  caption  "LEGAL AND
ACTUARIAL  MATTERS  AND  EXPERTS"  in  the  prospectus   comprising  a  part  of
Pre-Effective  Amendment  No. 1 to the Form S-6  Registration  Statement  of Aid
Association  for Lutherans and AAL Variable Life Account 1, File Nos.  333-31011
and 811-08289.


                                                            MAYER, BROWN & PLATT


Washington, D.C.
November 20, 1997




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