AAL VARIABLE LIFE ACCOUNT I
497, 1998-01-23
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                                       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 January 20, 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
         TRANSFER 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 $17.9  billion) and life  insurance in
force ($82  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.

Change Fee - A $25 charge will be assessed if you choose to make changes to your
Certificate.  Such Certificate  changes include a reduction of insurance charges
that are in excess of standard due to  insurance  underwriting  requirements,  a
change from smoker to non-smoker risk class, a change in death benefit  options,
and changes to the additional benefits under the Certificate.

Issue Expense 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  Benefits  Charge  - A  charge  will  be  taken  each  month  for any
additional benefits you have.

Partial  Withdrawal Charge - A $25 charge per withdrawal is made after the first
withdrawal  during  any  Certificate  Year.  This  charge  is  assessed  by  the
redemption of Accumulation Units and/or reduction in the Fixed Account balance.

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.  Your 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.  If you increase your Specified Amount, a new Surrender Charge
is applicable.  If you decrease the Specified  Amount while the Surrender Charge
applies, a portion of the Surrender Charge will be assessed. For further details
regarding Surrender Charges, see page _____.

Portfolio  Expenses 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%.

Transfer  Charge - AAL will  charge $25 for each  transfer  between  Subaccounts
and/or the Fixed Account in excess of 12 in each Certificate Year.

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.

The AAL 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 will 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.  This is a $25 charge that will
be assessed if you choose to make changes to your Certificate.  Such Certificate
changes include a reduction of insurance  charges that are in excess of standard
due to insurance  underwriting  requirements,  a change from smoker to nonsmoker
risk class,  a change in death benefit  options,  and changes to the  additional
benefits under the Certificate.

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 expense 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.

TRANSFER CHARGE

Twelve transfers per Certificate Year may be made between Subaccounts and/or the
Fixed Account without charge. AAL will charge $25 for each transfer in excess of
twelve.

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-Georgia         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 (0.35)%, on 6% it would be 5.65%, and on
12% it would be 11.65%.

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.

                    FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE

                 Illustration of Death Benefits, Cash Values and
                                Surrender Values
                            Based on Current Charges
<TABLE>
                  Issue Age  - 40                                                       Level Death Benefit Option
                  Risk Class - Standard Nonsmoker                                       Specified Amount  -  $250,000
                  Sex -  Male                                                           Annual Premium    -  $2,375
<CAPTION>

   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%
- ------------------------------------------------------------------------------------------------------------------------------------
<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          $250,000          $250,000          $396,571

   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           $5,689            $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.
                                           
                    FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE

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

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

   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%
    
<S>  <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          $315,729

   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           $1,453            $1,564             $1,675               $0           $0              $0
     2            $2,375           $2,847            $3,159             $3,485               $0         $309            $635
     3            $2,375           $4,181            $4,786             $5,444           $1,331       $1,936          $2,594
     4            $2,375           $5,642            $6,638             $7,767           $3,148       $4,145          $5,273
     5            $2,375           $7,035            $8,529            $10,289           $4,898       $6,392          $8,152
     6            $2,375           $8,354           $10,452            $13,023           $6,573       $8,670         $11,242
     7            $2,375           $9,594           $12,403            $15,990           $8,169      $10,978         $14,565
     8            $2,375          $10,751           $14,381            $19,211           $9,682      $13,312         $18,142
     9            $2,375          $11,821           $16,382            $22,709          $11,109      $15,669         $21,997
     10           $2,375          $12,797           $18,400            $26,512          $12,441      $18,043         $26,156
     15           $2,375          $15,849           $28,347            $51,045          $15,849      $28,347         $51,045
     20           $2,375          $14,829           $37,562            $90,822          $14,829      $37,562         $90,822
     25           $2,375           $6,117           $42,341           $156,487           $6,117      $42,341        $156,487
     30           $2,375               $0           $35,610           $272,180               $0      $35,610        $272,180
</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

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

<TABLE>

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

   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%
    
<S>  <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.
                             
              
                    FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE

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

<TABLE>

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

   End of                      Premium              End of Year DEATH
                                                    BENEFIT Assuming
Certificate                  Accumulated            Hypothetical Gross Annual Investment
                                                    Return of

    Year      Premiums          at 5%               0%                6%                12%
    
<S>  <C>          <C>               <C>             <C>               <C>               <C>     
     1            $2,375            $2,494          $251,449          $251,559          $251,670
     2            $2,375            $5,112          $252,834          $253,145          $253,470
     3            $2,375            $7,862          $254,156          $254,757          $255,411
     4            $2,375           $10,748          $255,599          $256,587          $257,706
     5            $2,375           $13,780          $256,970          $258,448          $260,188
     6            $2,375           $16,962          $258,259          $260,329          $262,865
     7            $2,375           $20,304          $259,463          $262,226          $265,753
     8            $2,375           $23,813          $260,577          $264,137          $268,870
     9            $2,375           $27,497          $261,595          $266,052          $272,231
     10           $2,375           $31,366          $262,511          $267,965          $275,856
     15           $2,375           $53,812          $265,103          $276,946          $298,412
     20           $2,375           $82,458          $263,282          $283,807          $331,785
     25           $2,375          $119,019          $253,663          $283,633          $378,190
     30           $2,375          $165,682                $0          $268,026          $439,423



   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           $1,449            $1,559             $1,670               $0           $0              $0
     2            $2,375           $2,834            $3,145             $3,470               $0         $295            $620
     3            $2,375           $4,156            $4,757             $5,411           $1,306       $1,907          $2,561
     4            $2,375           $5,599            $6,587             $7,706           $3,105       $4,094          $5,213
     5            $2,375           $6,970            $8,448            $10,188           $4,832       $6,310          $8,050
     6            $2,375           $8,259           $10,329            $12,865           $6,478       $8,547         $11,084
     7            $2,375           $9,463           $12,226            $15,753           $8,038      $10,801         $14,328
     8            $2,375          $10,577           $14,137            $18,870           $9,508      $13,068         $17,801
     9            $2,375          $11,595           $16,052            $22,231          $10,883      $15,340         $21,519
     10           $2,375          $12,511           $17,965            $25,856          $12,155      $17,609         $25,500
     15           $2,375          $15,103           $26,946            $48,412          $15,103      $26,946         $48,412
     20           $2,375          $13,282           $33,807            $81,785          $13,282      $33,807         $81,785
     25           $2,375           $3,663           $33,633           $128,190           $3,663      $33,633        $128,190
     30           $2,375               $0           $18,026           $189,423               $0      $18,026        $189,423
</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 Life 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 each of the three years in the period ended
December 31, 1996, 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 financial  statements  of AAL should be considered  only as bearing upon the
ability of AAL to meet its  obligations  under the  Certificates.  The 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 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  financial
statements, though unaudited, does not justify the additional cost that would be
incurred. In addition, AAL represents that there have been no adverse changes in
the financial  condition or operations of AAL between the end of the fiscal year
ended December 31, 1996 and the date of this prospectus.

No  Certificates  will be offered for sale hereunder  until such time as AAL has
amended this  prospectus to include AAL's audited  financial  statements for the
year ended December 31, 1997

The 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.

March 14, 1997

Aid Association for Lutherans
Consolidated Balance Sheets
 
<TABLE>
<CAPTION>
<S>                                                                   <C>              <C>         
                                                                      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.
</TABLE>



Consolidated Statements of Income

<TABLE>
<CAPTION>
<S>                                                                   <C>              <C>       
                                                                      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
</TABLE>




Consolidated Statements of Changes in Certificate Owners' Surplus

<TABLE>
<CAPTION>
                                                                Unrealized       Accumulated    Total certificate
                                                                appreciation       surplus      owners' surplus
                                                                (depreciation) of
                                                                securities available
                                                                for sale(In
                                                                Thousands)
                                      

<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        982,637
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      1,444,085      1,682,765





Net income                                                                --        198,041        198,041


Decrease in unrealized appreciation                                  -89,977             --        -89,977
of securities available for sale





Balance at December 31, 1996                                    $    148,703     $1,642,126     $1,790,829
</TABLE>






Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                December 31(in thousands)
<S>                                                                        <C>                         <C>      
                                                                           1996                        1995
Operating Activities:

Net Income                                                                $198,041                      $149,238
</TABLE>



Adjustments   to  reconcile  net  income  to  net  cash  provided  by  operating
activities:
<TABLE>
<CAPTION>
 
<S>                                                                        <C>                         <C>      
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                              $106,568                      $166,020
</TABLE>



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

                                                                 (Thousands)
  
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>
<CAPTION>
                                        Amortized Cost      Gross               Gross             Estimated 
                                                            Unrealized          Unrealized        Fair Value
                                                            Gains               Losses
  

                                                                 (Thousands)
  
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>
<CAPTION>
                              Amortized Cost       Gross Unrealized        Gross Unrealized      Estimated Fair
                                                       Gains                    Losses              Value
   
 
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>
<CAPTION>
                                  Amortized Cost       Gross             Gross         Estimated Fair
                                                  Unrealized Gains    Unrealized          Value
                                                                         Losses


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>
<CAPTION>
                                       Available for sale                  Held to maturity

 
   
                              Amortized Cost        Fair Value        Amortized Cost     Fair Value
   
                                                       (In Thousands)


<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               -$187,064           $630,394
Available for Sale
 
 
Equity Securities Available for            53,659             79,610
Sale
 
 
Deferred Acquisition Costs                 43,428           -159,114
 
 
Total                                    -$89,977           $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:

   
<TABLE>
<CAPTION>
                          Principal 1996          Principal 1995             Percent 1996          Percent 1995
   
                                                          (Thousands)
   
Geographic Region
   
   
<S>                             <C>                   <C>                         <C>                  <C> 
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
</TABLE>
   

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>
<CAPTION>
   
                          Life Universal         Life Other       Annuities        Health          Total
   
<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:

   
<TABLE>
<CAPTION>
                              1996 Cost          1996 Estimated Fair       1995 Cost          1995 Estimated
                                                        Value                                    Fair Value
   
                                                                 (Thousands)
    
Financial Assets
   
   
<S>                            <C>                   <C>                   <C>                  <C>        
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
</TABLE>
   

                                                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.



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