AAL VARIABLE LIFE ACCOUNT I
485BPOS, 1998-03-31
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As Filed with the Securities and Exchange Commission on  March 31, 1998

Registration No. 333-31011  811-08289

SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

FORM S-6

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

AAL VARIABLE LIFE ACCOUNT I
(Exact name of trust)

AID ASSOCIATION FOR LUTHERANS
(Name of depositor)

4321 North Ballard Road
Appleton, Wisconsin  54919-0001

Name and complete address of agent for service of process:

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

It is proposed that this filing will become effective:

     ___ on (date) pursuant to paragraph (a) Rule 485
     ___ 60 days after filing pursuant to paragraph (a) of Rule 485
     ___ on May 1, 1997 pursuant to paragraph (b) of Rule 485 immediately
     _X_ upon filing pursuant to paragraph (b) of Rule 485
     ___ this post-effective amendment designates a new effective date for a 
         previously filed post-effective amendment

Title and amount of securites  being  registered:  Interests under variable life
insurance  policies.  Approximate Date of Proposed Public  Offering:  As soon as
practical after the effective date.  Pursuant to Rule 24f-2 under the Investment
Company Act of 1940,  the  Registrant  has  registered an  indefinite  amount of
securities.  Registrant  will file its Form 24f-2 on or before February 28, 1999
for its most recent fiscal year ending December 31, 1998.





AAL Variable Life Account I

Aid Association for Lutherans

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

N-8B-2 ITEM               CAPTION IN PROSPECTUS
1
     (a)                  Cover Page, Investment Options
     (b)                  Investment Objectives
2                         Cover Page
3                         NA
4                         Distribution
5                         Investment Options
6                         NA
7                         NA
8                         Financial Statements
9                         Litigation
10
     (a)                  NA
     (b)                  NA
     (c)                  Access to Certificate Value
     (d)                  Access to Certificate Value, Investment Options
     (e)                  Certificate Summary
     (f)                  Investment Options, General Information
     (g)                  General Information
     (h)                  General Information
     (i)                  Federal Tax Matters, General Information, Premiums,
                          Benefits, Charges, Cash Value, Access to
                          Certificate Values
11                        Investment Options
12                        NA
13
     (a)                  Charges, Investment Options
     (b)                  Charges
     (c)                  Charges
     (d)                  NA
     (e)                  NA
     (f)                  NA
     (g)                  NA
14                        Certificate Summary, General Information,
15                        Premiums, How to Receive Service
16                        Premiums, Investment Options, Cash Value
17                        Access to Certificate Value, General Information
18
     (a)                  Investment Options, Charges
     (b)                  NA
     (c)                  Investment Options
     (d)                  NA
19                        General Information
20                        General Information
21                        Access to Certificate Values, How to Receive Service
22                        General Information, Benefits
23                        NA
24                        NA
25                        Investment Options
26                        NA
27                        Cover Page
28                        General information
29                        Cover Page




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





AAL VARIABLE UNIVERSAL LIFE

Insuring and Investing for Your Future

AAL Variable Life Account I

Prospectus
March 31, 1998

for the Flexible Premium Universal Life Insurance Certificates



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.   Mutual  funds  are  offered  through  a
subsidiary,  AAL Capital Management Corporation.  All members are part of one of
over 9,700 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 Option 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 Death Benefit Guarantee  Provision.  It may not be to your advantage
to  replace  existing  life  insurance  or  supplement  existing  variable  life
insurance with this Certificate.
    


This  Prospectus  contains  information  about  the  Variable  Account  and  the
Certificate  that you should know before you invest.  A  Prospectus  for the AAL
Variable Product Series Fund, Inc. Accompanies this Prospectus. Please read both
Prospectuses  carefully and keep them for future  reference.  You should rely on
the  information  contained in this document.  AAL has not authorized  anyone to
provide you with information  that is different.  

You can contact AAL by writing to 4321 North Ballard Road, Appleton,  Wisconsin,
54919-0001, by calling 800-225-5225 or 734-5721 locally, or by sending an e-mail
to [email protected].  The Telecommunications  Device for the Deaf (TDD) number is
800-735-9644.

   
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.

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 by 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 North  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.

   
Owner:  The  person or entity  who owns the  Certificate.  The person may be the
Insured or an employer,  a trust or any other  individual or entity specified in
the application.
    

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 $18.0  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  Premiums.  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 in 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, Balanced, High
Yield Bond and International  Stock.  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  premiums 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 3A.1 of
your  Certificate.  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 13.

Portfolio  Expenses - The expenses for each of the portfolios are limited to the
respective advisory fees,  currently .35% of the average annual daily net assets
of the AAL Variable Product Money Market,  Bond,  Balanced,  Large Company Stock
and Small Company Stock Portfolios;  .40% of the average annual daily net assets
of the High Yield Bond  Portfolio;  and .80% of the average  daily net assets of
the International Stock Portfolio. Without this limitation through reimbursement
by the  adviser,  which can be  changed  or  stopped  with 30 days  notice,  the
expenses  for the year ended 1997 would have been:  Money  Market  Portfolio - 0
 .46%, Bond Portfolio - 0.52%,  Balanced  Portfolio - 0.43%,  Large Company Stock
Portfolio - 0.43%, and Small Company Stock Portfolio - 0.45%.

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: 
    

               
               - you expect your insurance needs to increase; or

   
               - 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 increase.
    

   
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  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 paying the Death Benefit Guarantee Premium for at least 4 years 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% 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 total 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 through the 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 --.

AAL has a plan that permits you to pay premiums on a regularly  scheduled  basis
by an automatic  deduction from savings or checking  accounts.  Premium payments
under this plan will be allocated to the  Subaccount(s)  or Fixed Account on the
date you selected. However, when the date selected falls on a date that is not a
Valuation Date,  such as a holiday or weekend,  the premium will be allocated as
of the closest preceding Valuation Date.

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
annual expenses of the Fund 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 seven  Subaccounts,  which are: Money
Market,  Bond, Large Company Stock,  Small Company Stock,  Balanced,  High Yield
Bond,  and  International  Stock.  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. 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 seven  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  Standard & Poor's  SmallCap 600 Index* by
investing primarily incommon stocks included in the Index.

The International Stock Portfolio:  seeks to achieve long-term capital growth by
investing primarily in a diversified portfolio of foreign stocks.

The High  Yield  Bond  Portfolio:  seeks to  achieve  high  current  income  and
secondarily capital growth by investing primarily in a diversified  portfolio of
high risk, high yield bonds commonly referred to as "junk bonds".  The portfolio
actively seeks to achieve a secondary  objective of capital growth to the extent
it is consistent with the primary objective of high current income.

* "Standard & Poor's(R)", "S & P (R)", "S & P 500 (R)", "Standard & Poor's 500",
"500",  "Standard & Poor's SmallCap 600" and "S & P SmallCap 600" are trademarks
of The  McGraw-Hill  Companies,  Inc. and have been licensed for use by AAL. The
Fund and the  Certificates  are not  sponsored,  endorsed,  sold or  promoted by
Standard & Poor's and Standard & Poor's makes no  representation  regarding  the
advisability of investing in the fund.
    

Fund Expenses

   
AAL acts as investment  adviser to the Fund.  For this  service,  AAL deducts an
advisory fee of .35% of the average  annual daily net assets of the AAL Variable
Product  Money  Market,  Bond,  Balanced,  Large Company Stock and Small Company
Stock Portfolios;  .40% of the average annual daily net assets of the High Yield
Bond  Portfolio;  and  .80%  of the  average  annual  daily  net  assets  of the
International  Stock Portfolio.  Portfolio  expenses exceeding the advisory fees
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; or

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

     - monthly deductions or transfer charges are taken from the Subaccount;or

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

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

     - 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 Total 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  Standard  Ordinary
Mortality  Tables (and,  where unisex cost of  insurance  rates apply,  the 1980
Commissioners Standard 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 date 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
3A.1 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 3A.1 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 may 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 an AAL
Variable Universal Life Certificate please contact your AAL Representative.  You
can locate your Representative by calling 1-800-225-5225 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/Adding 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 CMC
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
         4321 North 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 at 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 periodic reports with financial information on the portfolios,
including  information on the investments  held in each portfolio as required by
the SEC.
    

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

MEMBERSHIP

For Insureds 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  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 the Owner of the Certificate but you are not the Insured,  you should
name a successor  Owner who will becomethe  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 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



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.

Paul D. Schrage                      Senior Executive Vice President/
                                     Chief Marketing Officer, McDonald's
                                     Corporation                         Director (1/98)

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

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

Roger J. Johnson                     Executive Vice President            Executive Vice President since 3/97
                                     Aid Association for                 Senior Vice President, 12/86 to 3/97
                                     Lutherans                          

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

Woodrow E. Eno                       Senior Vice President,              Senior Vice President, Secretary,     
                                     Secretary, General Counsel          General Counsel since 1/96            
                                     Aid Association                     Vice President, 5/93 to 1/96          
                                     for Lutherans                       Vice President/General Counsel,       
                                     AEGON                               7/80 to 5/93                          
                                     Health  Insurance                   
                                     Association of America
                                                           
                                     
Steven A. Weber                      Senior Vice President               Senior Vice President since 11/95
                                     Aid Association for                 Vice President, 2/89 to           
                                     Lutherans                           11/95                             
                                                                         

Jerome Laubenstein                   Senior Vice President               Senior Vice President since 11/95 
                                     Aid Association for                 Vice President 1/78 to 11/95                   
                                     Lutherans                           
                                                        
Fred Ohlde                           Senior Vice President               Senior Vice President since 11/95      
                                     Aid Association for                 Vice President, 5/93 to 11/95 
                                     Lutherans                           Second Vice President, 3/88 to 5/93
    
                                     
</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 Section 7702A of the
Code. 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 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 Premium
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
591/2, 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 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%, 8%, and 12%.
    

The Certificates illustrated include the following:

   
1. Male,  Nonsmoker,  Age 40, Level Death Benefit,  Specified  Amount  $250,000,
Current Rates

2. Male,  Nonsmoker,  Age 40, Level Death Benefit,  Specified  Amount  $250,000,
Guaranteed Rates

3. Male, Nonsmoker,  Age 40, Variable Death Benefit,  Specified Amount $250,000,
Current Rates

4. Male, Nonsmoker,  Age 40, Variable 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%,  8%,  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 charge, 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 .42% of the aggregate average daily net assets
of the Subaccounts.  This  hypothetical  rate is  representative  of the average
maximum  advisory  fee  applicable  to the  portfolios  in which the  Subaccount
invests. Actual fees may vary by Subaccount and are subject to agreements by the
sponsor to waive or otherwise  reimburse each Fund for operating  expenses which
exceed certain limits.  This  reimbursement  is further  described  elsewhere in
these  Prospectuses.  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 (0.42)%, on 8% it would be 7.58%, and on
12% it would be 11.58%.

   
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                                                       
                  Risk Class - Standard Nonsmoker                                       
                  Death Benefit Option - Level
                  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%                8%                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          $389,705

   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%                8%                12%               0%           8%             12%

     1            $2,375           $1,454            $1,602             $1,676               $0           $0              $0
     2            $2,375           $2,851            $3,271             $3,490               $1         $421            $640
     3            $2,375           $4,189            $5,009             $5,455           $1,339       $2,159          $2,605
     4            $2,375           $5,678            $7,041             $7,812           $3,186       $4,549          $5,320
     5            $2,375           $7,126            $9,187            $10,399           $4,991       $7,052          $8,264
     6            $2,375           $8,558           $11,483            $13,270           $6,781       $9,706         $11,493
     7            $2,375           $9,974           $13,937            $16,454           $8,554      $12,517         $15,034
     8            $2,375          $11,308           $16,495            $19,920          $10,245      $15,432         $18,858
     9            $2,375          $12,605           $19,208            $23,745          $11,900      $18,503         $23,040
     10           $2,375          $13,863           $22,087            $27,966          $13,516      $21,740         $27,619
     15           $2,375          $19,293           $39,139            $56,528          $19,293      $39,139         $56,528
     20           $2,375          $23,175           $62,777           $105,716          $23,175      $62,777        $105,716
     25           $2,375          $23,514           $94,292           $190,210          $23,514      $94,292        $190,210
     30           $2,375          $16,411          $135,878           $335,953          $16,411     $135,878        $335,953
</TABLE>


The values would be different  from those shown above if the actual gross annual
rates of return averaged 0%, 8%, 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 Maximum Charges

<TABLE>

                  Issue Age   - 40                                                      
                  Risk Class - Standard Nonsmoker 
                  Death Benefit Option - Level                                      
                  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%                8%                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                $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%                8%               12%                0%           8%             12%


     1            $2,375           $1,452            $1,599             $1,673               $0           $0              $0
     2            $2,375           $2,843            $3,262             $3,481               $0         $412            $631 
     3            $2,375           $4,174            $4,992             $5,436           $1,324       $2,142          $2,586
     4            $2,375           $5,631            $6,986             $7,753           $3,138       $4,494          $5,260
     5            $2,375           $7,019            $8,064            $10,267           $4,884       $6,929          $8,132
     6            $2,375           $8,332           $11,223            $12,990           $6,554       $9,445         $11,212
     7            $2,375           $9,564           $13,463            $15,942           $8,144      $12,043         $14,522
     8            $2,375          $10,714           $15,787            $19,145           $9,652      $14,725         $18,082
     9            $2,375          $11,775           $18,196            $22,621          $11,070      $17,491         $21,916
     10           $2,375          $12,743           $20,689            $26,397          $12,395      $20,342         $26,050
     15           $2,375          $15,740           $34,230            $50,689          $15,740      $34,230         $50,689
     20           $2,375          $14,659           $50,067            $89,889          $14,659      $50,067         $89,889
     25           $2,375           $5,894           $66,203           $154,245           $5,894      $66,203        $154,245
     30           $2,375               $0           $79,108           $267,285               $0      $79,108        $267,285
</TABLE>


The values would be different  from those shown above if the actual gross annual
rates of return averaged 0%, 8%, 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                                                      
                 Risk Class - Standard Nonsmoker 
                 Death Benefit Option - Variable                                     
                 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%                8%                12%

<S>  <C>          <C>               <C>             <C>               <C>               <C>          <C>           <C>
     1            $2,375            $2,494          $251,450          $251,597          $251,671
     2            $2,375            $5,112          $252,838          $253,257          $253,475
     3            $2,375            $7,862          $254,164          $254,979          $255,422
     4            $2,375           $10,748          $255,363          $256,988          $257,752
     5            $2,375           $13,780          $257,062          $259,102          $260,301
     6            $2,375           $16,962          $258,469          $261,357          $263,120
     7            $2,375           $20,304          $259,854          $263,759          $266,238
     8            $2,375           $23,813          $261,151          $266,249          $269,614
     9            $2,375           $27,497          $262,406          $268,880          $273,324
     10           $2,375           $31,366          $263,617          $271,657          $277,400
     15           $2,375           $53,812          $268,696          $287,779          $304,468
     20           $2,375           $82,458          $271,950          $309,059          $349,184 
     25           $2,375          $119,019          $271,228          $334,790          $420,627
     30           $2,375          $165,682          $262,573          $361,798          $532,125

   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%                8%               12%                0%           8%             12%

     1            $2,375           $1,450            $1,597             $1,671               $0           $0              $0
     2            $2,375           $2,838            $3,257             $3,475               $0         $407            $625
     3            $2,375           $4,164            $4,979             $5,422           $1,314       $2,129          $2,572
     4            $2,375           $5,636            $6,988             $7,752           $3,144       $4,495          $5,260
     5            $2,375           $7,062            $9,102            $10,301           $4,927       $6,967          $8,166
     6            $2,375           $8,469           $11,357            $13,120           $6,691       $9,579         $11,343
     7            $2,375           $9,854           $13,759            $16,238           $8,434      $12,339         $14,818
     8            $2,375          $11,151           $16,249            $19,614          $10,089      $15,187         $18,551
     9            $2,375          $12,406           $18,880            $23,324          $11,701      $18,175         $22,619
     10           $2,375          $13,617           $21,657            $27,400          $13,269      $21,310         $27,053
     15           $2,375          $18,696           $37,779            $54,468          $18,696      $37,779         $54,468
     20           $2,375          $21,950           $59,059            $99,184          $21,950      $59,059         $99,184
     25           $2,375          $21,228           $84,790           $170,627          $21,228      $84,790        $170,627
     30           $2,375          $12,573          $111,798           $282,125          $12,573     $111,798        $282,125
</TABLE>


The values would be different  from those shown above if the actual gross annual
rates of return averaged 0%, 8%, 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 Maximum Charges

<TABLE>


                  Issue Age   - 40                                                      
                  Risk Class - Standard Nonsmoker                                       
                  Death Benefit Option - Variable
                  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%                8%                12%

<S>  <C>          <C>               <C>             <C>               <C>               <C>          <C>           <C>
     1            $2,375            $2,494          $251,447          $251,595          $251,668
     2            $2,375            $5,112          $252,831          $253,248          $253,466
     3            $2,375            $7,862          $254,149          $254,961          $255,403
     4            $2,375           $10,748          $255,588          $256,933          $257,692
     5            $2,375           $13,780          $256,954          $258,977          $260,166
     6            $2,375           $16,962          $258,237          $261,090          $262,832
     7            $2,375           $20,304          $259,434          $263,269          $265,707
     8            $2,375           $23,813          $260,541          $265,516          $268,807
     9            $2,375           $27,497          $261,551          $267,825          $272,147
     10           $2,375           $31,366          $262,459          $270,195          $275,746
     15           $2,375           $53,812          $265,003          $282,518          $298,084
     20           $2,375           $82,458          $263,133          $295,097          $330,973
     25           $2,375          $119,019          $253,487          $303,437          $376,416
     30           $2,375          $165,682          $250,000          $299,139          $435,850



   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%                8%                12%               0%           8%             12%

     1            $2,375           $1,447            $1,594             $1,668               $0           $0              $0
     2            $2,375           $2,831            $3,248             $3,466               $0         $398            $616
     3            $2,375           $4,149            $4,961             $5,403           $1,299       $2,111          $2,553
     4            $2,375           $5,588            $6,933             $7,692           $3,096       $4,440          $5,200
     5            $2,375           $6,954            $8,977            $10,166           $4,819       $6,842          $8,031
     6            $2,375           $8,237           $11,090            $12,832           $6,460       $9,312         $11,055
     7            $2,375           $9,434           $13,269            $15,707           $8,014      $11,849         $14,287
     8            $2,375          $10,541           $15,516            $18,807           $9,478      $14,453         $17,744 
     9            $2,375          $11,551           $17,825            $22,147          $10,846      $17,120         $21,442
     10           $2,375          $12,459           $20,195            $25,746          $12,111      $19,847         $25,399
     15           $2,375          $15,003           $32,518            $48,084          $15,003      $32,518         $48,084
     20           $2,375          $13,133           $45,097            $80,973          $13,133      $45,097         $80,973
     25           $2,375           $3,487           $53,437           $126,416           $3,487      $53,437        $126,416
     30           $2,375               $0           $49,139           $185,850               $0      $49,139        $185,850
</TABLE>


The values would be different  from those shown above if the actual gross annual
rates of return averaged 0%, 8%, 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

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, 1997 and 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,  1997.  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, 1997 and the date of this Prospectus.
    



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,  1997  and  1996,  and  the  related
consolidated  statements of income, changes in  certificateholders'  surplus and
cash flows for each of the three years in the period  ended  December  31, 1997.
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, 1997 and 1996, and the results of its operations and its cash flows for each
of the three years  ended  December  31,  1997,  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.
    

/s/ Ernst & Young LLP

Milwaukee, Wisconsin
Ernst & Young LLP

January 28, 1998




                          Aid Association for Lutherans

                           Consolidated Balance Sheets


<TABLE>
                                                                                             December 31
                                                                                     1997                    1996
                                                                            ---------------------  -----------------------
   
                                                                                           (In Thousands)
<CAPTION>
<S>                                                                         <C>                    <C>                   
Assets
  Investments:
     Securities available for sale, at fair value
         Fixed maturities                                                   $          7,717,917   $            6,948,203
         Equity securities                                                               681,216                  539,113
     Fixed maturities held to maturity, at amortized                                   4,365,805                4,423,637
     cost
     Mortgage loans                                                                    3,218,193                3,298,335
     Real estate                                                                         113,793                  113,282
     Certificate loans                                                                   501,327                  501,263
     Other invested assets                                                                 9,441                   10,490
                                                                            ---------------------  -----------------------
     Total investments                                                                16,607,692               15,834,323

  Cash and cash equivalents                                                              291,302                  106,568
  Premiums and fees receivable                                                            13,999                   12,198
  Accrued investment income                                                              190,776                  199,051
  Deferred acquisition costs                                                             659,815                  704,515
  Property and equipment                                                                  95,453                  101,725
  Assets held in separate accounts                                                       824,995                  313,072
  Other assets                                                                             7,473                    8,868
                                                                            ---------------------  -----------------------
Total Assets                                                                $         18,691,505   $           17,280,320
                                                                            =====================  =======================

Liabilities and Certificateholders' Surplus
  Certificate liabilities and
accruals:
     Future certificate benefits                                            $          2,640,172   $            2,504,708
     Unpaid claims and claim                                                              97,670                  101,770
     expenses
                                                                            ---------------------  -----------------------
     Total certificate liabilities and                                                 2,737,842                2,606,478
     accruals

  Certificateholder funds                                                             12,783,985               12,434,551
  Liabilities related to separate                                                        824,995                  313,072
accounts
  Other liabilities                                                                      126,616                  135,390
                                                                            ---------------------  -----------------------
Total Liabilities                                                                     16,473,438               15,489,491

Certificateholders' Surplus
  Accumulated surplus                                                                  1,890,394                1,642,126
  Unrealized appreciation on
securities
    available for sale                                                                   327,673                  148,703
                                                                            ---------------------  -----------------------
Total Certificateholders' Surplus                                                      2,218,067                1,790,829
                                                                            ---------------------  -----------------------

Total Liabilities and Certificateholders' Surplus                           $         18,691,505   $           17,280,320
    
                                                                            =====================  =======================
</TABLE>


See accompanying notes.
                          



                         Aid Association for Lutherans

                        Consolidated Statements of Income


Aid Association for Lutherans
Consolidated Statements of Income
<TABLE>



                                                                          Years Ended December 31
                                                                    1997              1996             1995
                                                             -----------------  ---------------  ---------------
   
                                                                               (In Thousands)
<CAPTION>
<S>                                                          <C>                <C>              <C>           
Revenue
    Insurance premiums                                       $        390,881   $      364,078   $      370,222
    Insurance charges                                                 297,171          278,774          261,376
    Net investment income                                           1,210,481        1,171,590        1,103,670
    Net realized investment gains                                     107,445           62,959           28,718
    Other revenue                                                      68,401           63,141           41,951
                                                             -----------------  ---------------  ---------------
Total revenue                                                       2,074,379        1,940,542        1,805,937

Benefits and expenses
    Certificate claims and other                                      356,943          345,786          324,870
    benefits
    Increase in certificate reserves                                  150,754          134,900          143,120
    Interest credited                                                 775,196          748,350          731,896
    Surplus refunds                                                   109,491          105,997          103,064
                                                             -----------------  ---------------  ---------------
    Total benefits                                                  1,392,384        1,335,033        1,302,950

    Underwriting, acquisition and
    insurance
      expenses                                                        329,448          303,162          268,934
    Fraternal benefits and expenses                                   104,279          104,306           84,815
                                                             -----------------  ---------------  ---------------
    Total expenses                                                    433,727          407,468          353,749
                                                             -----------------  ---------------  ---------------

Total benefits and expenses                                         1,826,111        1,742,501        1,656,699
                                                             -----------------  ---------------  ---------------

Net income                                                   $        248,268   $      198,041   $      149,238
    
                                                             =================  ===============  ===============
</TABLE>

See accompanying notes.


                          Aid Association for Lutherans

        Consolidated Statements of Changes in Certificateholders' Surplus
<TABLE>


                                              Unrealized
                                             appreciation
                                          (depreciation) on                                      Total
                                              securities              Accumulated         certificateholders'
                                          available for sale            surplus                 surplus
                                         ---------------------   ----------------------  ----------------------

   
                                                                    (In Thousands)
<CAPTION>
<S>                                      <C>                     <C>                     <C>                  
Balance at January 1, 1995               $              9,057    $             868,882   $             877,939

Impact of adopting certain
  accounting changes discussed
  in Note 1                                         (321,267)                  425,964                 104,697
                                         ---------------------   ----------------------  ----------------------

Balance at January 1, 1995 as
  adjusted                                          (312,210)                1,294,846                 982,637

Net income                                                  -                  149,238                 149,238
Increase in unrealized
  appreciation of securities
  available for sale                                  550,890                        -                 550,890
                                         ---------------------   ----------------------  ----------------------

Balance at December 31, 1995                          238,680                1,444,085               1,682,765

Net income                                                  -                  198,041                 198,041
Decrease in unrealized
  appreciation of securities
  available for sale                                 (89,977)                        -                (89,977)
                                         ---------------------   ----------------------  ----------------------

Balance at December 31, 1996                          148,703                1,642,126               1,790,829

Net income                                                  -                  248,268                 248,268
Increase in unrealized
  appreciation of securities
  available for sale                                  178,970                        -                 178,970
                                         ---------------------   ----------------------  ----------------------

Balance at December 31, 1997             $            327,673    $           1,890,394   $           2,218,067
    
                                         =====================   ======================  ======================
</TABLE>

See accompanying notes.



                          Aid Association for Lutherans

                      Consolidated Statements of Cash Flows
<TABLE>


                                                                          Years Ended December 31
                                                                   1997               1996              1995
                                                            -----------------   ---------------   ---------------
   
                                                                               (In Thousands)
<CAPTION>
<S>                                                         <C>                 <C>               <C>           
Operating Activities:
    Net Income                                              $        248,268    $      198,041    $      149,238
    Adjustments to reconcile net income to net cash
      provided by operating
    activities:
        Increase in certificate liabilities and accruals             131,364           135,911           143,359
        Increase in certificateholder                                424,048           449,570           474,774
        funds
        (Increase) decrease in deferred acquisition                   14,818          (17,547)          (32,026)
        costs
        Realized gains on                                          (104,418)          (63,219)          (17,530)
        investments
        Provisions for amortization and depreciation                  17,902            20,309            19,120
        Changes in other assets and                                      368             4,166           (5,698)
        liabilities
                                                            -----------------   ---------------   ---------------
    Net cash provided by operating
      activities                                                     732,350           727,231           731,237

Investing Activities:
    Securities available for sale:
        Purchases - fixed maturities                             (2,708,407)       (2,311,534)       (2,218,311)
        Sales - fixed maturities                                   1,599,720         1,606,098         1,256,300
        Maturities - fixed                                           513,605           476,592           565,516
        maturities
        Purchases - equities                                       (419,487)         (203,720)         (229,771)
        Sales - equities                                             406,714           201,119           123,108
    Securities held to maturity:
        Purchases                                                  (530,430)         (785,732)         (601,390)
        Maturities                                                   576,810           435,374           369,741
    Mortgage loans funded                                          (212,634)         (559,005)         (478,622)
    Mortgage loans repaid                                            308,598           207,904           166,830
    Certificate loans, net                                              (64)             (957)           (6,873)
    Other                                                            (7,427)             1,099         (102,670)
                                                            -----------------   ---------------   ---------------
    Net cash used in investing activities                          (473,002)         (932,762)       (1,156,142)

Financing Activities:
    Universal life and investment contract receipts                1,051,931         1,086,856         1,248,664
    Universal life and investment contract withdrawals           (1,126,545)         (940,777)         (791,821)
                                                            -----------------   ---------------   ---------------
    Net cash provided by (used in)
      financing activities                                          (74,614)           146,079           456,843
                                                            -----------------   ---------------   ---------------

Net increase (decrease) in cash and                                  184,734          (59,452)            31,938
  cash equivalents

Cash and cash equivalents,
  beginning of year                                                  106,568           166,020           134,082
                                                            -----------------   ---------------   ---------------

Cash and cash equivalents, end of year                      $        291,302    $      106,568    $      166,020
    
                                                            =================   ===============   ===============
</TABLE>


   
See accompanying notes.
                          Aid Association for Lutherans

                   Notes to Consolidated Financial Statements

                                December 31, 1997


Note 1.  Nature of Operations and Significant Accounting Policies

Nature of Operations
Aid Association for Lutherans (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  Capital  Management
Corporation  (CMC). CMC is wholly-owned by AAL Holdings Inc., AAL's wholly-owned
subsidiary.  Credit union  services are available to members from the AAL Member
Credit  Union,  an  affiliate  of AAL.  AAL members  are served by nearly  1,850
district representatives across the country.

Basis of Presentation
The accompanying  consolidated  financial statements of AAL and its wholly-owned
subsidiary 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,  effective
January 1, 1996,  AAL 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 certificateholders' surplus as of that date.

The adoption had the effect of increasing net income for 1997, 1996, and 1995 by
approximately $38,511,000, $68,339,000, and $34,772,000, respectively.

The  preparation  of  financial  statements  in  conformity  with GAAP  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 CMC and North Meadows  Investment  Ltd. All  significant  intercompany
transactions have been 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 certificateholders'  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 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 effective interest method.

Investment real estate is valued at original cost plus capital expenditures less
accumulated  depreciation.  Depreciation  is  computed  using the  straight-line
method over the estimated  useful life of the property.  Real estate expected to
be disposed of is carried at the lower of cost or fair value, less cost to sell.

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.

Securities  loaned under AAL's  securities  lending  agreement are stated in the
Statements  of  Financial  Position  at  amortized  cost or fair  market  value,
consistent with AAL's  classifications of such securities as held to maturity or
available for sale. AAL measures the fair value of securities loaned against the
collateral  received  on a daily  basis.  Additional  collateral  is obtained as
necessary to ensure such transactions are adequately collateralized.

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
margins  from  interest,  mortality  and  other  factors  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 $113,453,000 and
$103,938,000 at December 31, 1997 and 1996, 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  cash  values.  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% for
participating  life insurance and from 7.8% to 9.6% for  non-participating  life
insurance.

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
1997 was 7.6% for universal life, 5.8% for portfolio-average deferred annuities,
and ranged from 5.2% to 7.2% for investment generation deferred annuities (IGA).

Reserves for health  certificates  are generally  computed using current pricing
assumptions. The interest rate assumptions range from 3.5% to 5.0%. For Medicare
supplement and disability  income  certificates,  reserves are computed on a net
level basis using realistic assumptions, with provision for adverse deviation.

Claim reserves are established for future payments not yet due on claims already
incurred, relating primarily to 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  certificateholder,  rather  than AAL,  bears the
investment risk. Fees charged on separate account certificateholder 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 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  include 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 earned by AAL is generally exempt
from taxation. AAL's wholly-owned subsidiary and its subsidiaries are subject to
federal and state taxation; however, the resulting income taxes are not material
to AAL's financial statements.

Reclassifications
Certain 1996 and 1995 amounts  have been  reclassified  to conform with the 1997
presentation.


                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 2.  Investments

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

<TABLE>
                                                                    Gross           Gross           Estimated
                                                 Amortized       Unrealized       Unrealized          Fair
                                                   Cost             Gains           Losses            Value
                                              ----------------  --------------  ---------------  ----------------
   
                                                                        (In Thousands)
<CAPTION>
<S>                                           <C>               <C>             <C>              <C>            
Available for sale securities at December 31, 1997:
    Fixed maturity securities:
     Loan-backed obligations of U.S.
        Government corporations
        and agencies                          $       331,935   $       5,319   $        (297)   $       336,957
     Obligations of other
        governments, states and
        political subdivisions                        129,229           3,894             (34)           133,089
     Corporate bonds                                4,985,444         120,781         (10,917)         5,095,308
     Mortgage & asset-backed securities             2,124,120          33,787          (5,344)         2,152,563
                                              ----------------  --------------  ---------------  ----------------
     Total fixed maturity securities                7,570,728         163,781         (16,592)         7,717,917
    Equity securities                                 468,164         213,052                0           681,216
                                              ----------------  --------------  ---------------  ----------------
Total                                         $     8,038,892   $     376,833   $     (16,592)   $     8,399,133
                                              ================  ==============  ===============  ================


Held to maturity securities at December 31, 1997:
    Fixed maturity securities:
     U.S. Treasury securities and
        non-loan-backed obligations
        of U.S. Government
        corporations and agencies             $        38,598   $       1,729   $        (470)   $        39,857
     Loan-backed obligations of U.S.
        Government corporations
        and agencies                                  383,182          26,792            (360)           409,614
     Obligations of other
        governments, states and
        political subdivisions                         59,550             926            (474)            60,002
     Corporate bonds                                3,051,373         134,047          (5,725)         3,179,695
     Mortgage & asset-backed securities               833,102          17,760          (1,386)           849,477
                                              ----------------  --------------  ---------------  ----------------
Total                                         $     4,365,805   $     181,254   $      (8,415)   $     4,538,645
    
                                              ================  ==============  ===============  ================
</TABLE>


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


                                                                         (In Thousands)
<S>                                             <C>               <C>             <C>            <C>             

Available for sale securities at December 31, 1996:
    Fixed maturity securities:
     Loan-backed obligations of U.S.
        Government corporations
        and agencies                            $       292,421   $       2,625   $    (1,276)   $        293,770
     Obligations of other
        governments, states and
        political subdivisions                          278,167           5,907        (1,348)            282,726
     Corporate bonds                                  4,491,290          73,719       (48,044)          4,516,965
     Mortgage & asset-backed securities               1,877,261          15,114       (37,633)          1,854,742
                                                ----------------  --------------  -------------  -----------------
     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
                                                ================  ==============  =============  =================


Held to maturity securities at December 31, 1996:
    Fixed maturity securities:
     U.S. Treasury securities and
        non-loan-backed obligations
        of U.S. Government
        corporations and agencies               $        42,106   $       1,881   $      (782)   $         43,205
     Loan-backed obligations of U.S.
        Government corporations
        and agencies                                    397,200          15,875        (3,999)            409,076
     Obligations of other
        governments, states and
        political subdivisions                           74,908           1,052        (1,248)             74,712
     Corporate bonds                                  3,064,485         141,260       (13,766)          3,191,979
     Mortgage & asset-backed securities                 844,938          14,086        (8,030)            850,994
                                                ----------------  --------------  -------------  -----------------
Total                                           $     4,423,637   $     174,154   $   (27,825)   $      4,569,966
    
                                                ================  ==============  =============  =================
</TABLE>

   
The amortized  cost and  estimated  fair value of fixed  maturity  securities at
December 31, 1997, by contractual maturity, are shown below. Expected maturities
will differ from contractual  maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.


<TABLE>
                                                    Available for Sale                     Held to Maturity
                                            -----------------------------------   -----------------------------------
                                               Amortized            Fair             Amortized            Fair
                                                 Cost               Value              Cost               Value
                                            ----------------   ----------------   ----------------   ----------------

                                                                         (In Thousands)

<CAPTION>
<S>                                         <C>                <C>                <C>                <C>            
Due in one year or less                     $       150,637    $       151,590    $        84,745    $        85,114
Due after one year through five years             2,992,044          3,038,801          1,281,213          1,317,079
Due after five years through ten years            1,786,649          1,841,712          1,176,807          1,232,029
Due after ten years                                 185,343            196,294            606,756            645,332
                                            ----------------   ----------------   ----------------   ----------------
     Total fixed maturity securities
     excluding mortgage and
     asset-backed bonds                           5,114,673          5,228,397          3,149,521          3,279,554
Loan-backed obligations of U.S.
     Government corporations and
     agencies                                       331,935            336,957            383,182            409,614
Mortgage and asset-backed securities              2,124,120          2,152,563            833,102            849,477
                                            ----------------   ----------------   ----------------   ----------------

Total fixed maturity securities             $     7,570,728    $     7,717,917    $     4,365,805    $     4,538,645
    
                                            ================   ================   ================   ================
</TABLE>


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

<TABLE>
                                                                              Years Ended December 31
                                                               1997               1996               1995
                                                               ----------------   ----------------   ----------------
                                                                                  (In Thousands)

<CAPTION>
<S>                                                            <C>                <C>                <C>            
Fixed maturity securities                                      $       854,080    $       828,565    $       807,481
Equity securities                                                       20,257             11,030              7,973
Mortgage loans                                                         294,285            284,534            256,251
Investment real estate                                                  19,570             21,998             20,418
Certificate loans                                                       34,993             34,882             34,618
Other invested assets                                                    4,594              6,666              3,665
                                                               ----------------   ----------------   ----------------
Gross investment income                                              1,227,779          1,187,675          1,130,406
Investment expenses                                                     17,298             16,085             14,616
                                                               ----------------   ----------------   ----------------
Net investment income                                          $     1,210,481    $     1,171,590    $     1,115,790
    
                                                               ================   ================   ================
</TABLE>


   
                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 2.  Investments (Continued)

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




<TABLE>
                                                                         Years Ended December 31
                                                                    1997            1996             1995
                                                              ---------------  --------------   -------------
                                                                              (In Thousands)
<CAPTION>
<S>                                                            <C>             <C>              <C>         
Securities available for sale:
     Fixed maturity securities:
         Gross realized gains                                  $      47,366   $      41,313    $     32,443
         Gross realized losses                                      (11,350)         (9,058)         (8,955)

     Equity securities:
         Gross realized gains                                         66,140          37,001          18,209
         Gross realized losses                                       (5,537)         (7,546)         (4,960)

Other investments, net                                                10,826           1,249        (20,139)
                                                              ---------------  --------------   -------------
Net realized investment gains                                  $     107,445   $      62,959    $     16,598
                                                              ===============  ==============   =============


Net realized gains on available for sale  securities  were credited  directly to
certificateholders' surplus as follows:

                                                                               December 31
                                                                    1997            1996             1995
                                                              ---------------  --------------   -------------
                                                                              (In Thousands)

Fair value adjustment to available for sale                    $     360,241   $     151,389    $    284,794
securities

Decrease in deferred acquisition costs                              (32,568)         (2,686)        (46,114)
                                                              ---------------  --------------   -------------

Net unrealized gains on available for sale                     $     327,673   $     148,703    $    238,680
securities
                                                              ===============  ==============   =============

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



Fixed maturity securities available for                        $     138,125   $   (187,064)    $    630,394
sale
Equity securities available for sale                                  70,727          53,659          79,610
Deferred acquisition costs                                          (29,882)          43,428       (159,114)
                                                              ---------------  --------------   -------------
                                                               $     178,970   $    (89,977)    $    550,890
    
                                                              ===============  ==============   =============
</TABLE>


   
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 as follows
as of December 31, 1997:

<TABLE>
<CAPTION>
<S>                                                                     <C>                           <C>   
                                                                              Principal           Percent
                                                                        --------------------------------------
                                                                           (In Thousands)
Geographic Region:
         Pacific                                                        $        1,106,190            33.1 %
         South Atlantic                                                          1,152,083            34.5
         Midwest                                                                   622,763            18.6
         Other                                                                     461,037            13.8
                                                                        -------------------    ---------------

         Total Mortgage Loans                                           $        3,342,073           100.0 %
                                                                        ===================    ===============

Property Type:
         Office                                                         $          938,493            28.1 %
         Industrial                                                              1,008,107            30.2
         Retail                                                                    442,003            13.2
         Residential                                                               431,916            12.9
         Church                                                                    193,508             5.8
         Other                                                                     328,046             9.8
                                                                        -------------------    ---------------

         Total Mortgage Loans                                           $        3,342,073           100.0 %
    
                                                                        ===================    ===============
</TABLE>


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

<TABLE>
<CAPTION>
<S>                                                                <C>               <C>              <C>          
                                                                               Years Ended December 31
                                                                        1997              1996             1995
                                                                   --------------   --------------   ---------------
                                                                                    (In Thousands)

Balance at January 1                                               $     139,702     $    134,402     $     142,402

Provisions for credit losses                                            (13,264)            9,066            18,138
Charge offs                                                              (2,558)          (3,766)          (26,138)
                                                                   --------------   --------------   ---------------

Balance at December 31                                             $     123,880     $    139,702     $     134,402
    
                                                                   ==============   ==============   ===============
</TABLE>


   
AAL's  investment in mortgage loans includes  $233,938,000  and  $281,876,000 of
loans  that are  considered  to be  impaired  at  December  31,  1997 and  1996,
respectively,  for which the related allowance for credit losses are $43,484,000
and  $56,043,000  at  December  31,  1997 and 1996,  respectively.  The  average
recorded  investment in impaired  loans during the years ended December 31, 1997
and 1996, was $257,907,000 and $271,688,000, respectively. AAL recorded interest
income, using the accrual method, on impaired loans of $18,804,000,  $19,366,000
and $18,259,000 for 1997, 1996 and 1995, respectively.


                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 3.  Deferred Acquisition Costs

The changes in deferred acquisition costs are as follows:

Note 3.  Deferred Acquisition Costs

<TABLE>
<CAPTION>
<S>                                                     <C>                  <C>                 <C>            
                                                                        Years Ended December 31
                                                               1997                 1996               1995
                                                        -----------------   ------------------   ----------------

Balance at beginning of year                            $        704,515     $        643,540    $       770,628

Acquisition costs deferred:
    Commissions, net of certificate                               76,265               78,627             80,293
    charges
    Other costs                                                   27,039               27,499             28,395
                                                        -----------------   ------------------   ----------------
    Total deferred                                               103,304              106,126            108,688

Acquisition costs amortized                                    (118,122)             (88,579)           (76,662)
                                                        -----------------   ------------------   ----------------

Increase (decrease) in deferred acquisition                     (14,818)               17,547             32,026
costs

Increase (decrease) related to unrealized gains on
fixed
  maturity investments recorded as a
separate
  component of certificateholders'                              (29,882)               43,428          (159,114)
surplus
                                                        -----------------   ------------------   ----------------

Total increase (decrease)                                       (44,700)               60,975          (127,088)
                                                        -----------------   ------------------   ----------------

Balance at end of year                                  $        659,815     $        704,515    $       643,540
    
                                                        =================   ==================   ================
</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  $4,771,000,  $6,993,000,  and
$4,778,000 to the plans in 1997, 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.

Note 4.  Retirement and Savings Plans

<TABLE>
<CAPTION>
<S>                                                                             <C>               <C>           
                                                                                          December 31
                                                                                      1997              1996
                                                                                ---------------   ---------------
                                                                                         (In Thousands)

Actuarial present value of benefit obligations:
     Vested benefits                                                            $    (162,324)    $    (144,356)
     Nonvested benefits                                                               (11,091)           (6,467)
                                                                                ---------------   ---------------
     Accumulated benefit                                                        $    (173,415)    $    (150,823)
     obligation
                                                                                ===============   ===============

Projected benefit obligation for
service
     rendered to date                                                           $    (236,887)    $    (202,489)
Plan assets at fair value                                                              286,314           242,837
                                                                                ---------------   ---------------

Funded status--excess of plan
assets
     over projected benefit                                                             49,427            40,348
     obligation

Unrecognized net loss from actual
     experience different from that assumed
     and impact of changes in                                                         (41,683)          (30,762)
     assumptions
Prior service benefit not yet
recognized
     in net pension cost                                                                   837               903
Unrecognized net transition
obligation
     being recognized over a period of 18 years                                        (9,661)          (11,697)
                                                                                ---------------   ---------------

Accrued pension liability
included in
     other liabilities                                                          $      (1,080)    $      (1,208)
    
                                                                                ===============   ===============
</TABLE>

   
Note 4.  Retirement and Savings Plans (Continued)

<TABLE>
<CAPTION>
<S>                                                            <C>            <C>            <C>         
                                                                        Years Ended December 31
                                                                   1997           1996            1995
                                                               ------------   ------------   -------------
                                                                             (In Thousands)
Net pension cost includes the following components (credits):
     Service cost                                              $     9,286    $     8,902    $      7,736
     Interest cost                                                  15,835         14,862          13,724
     Actual return on plan assets                                 (48,012)       (31,061)        (45,008)
     Net amortization and deferred items                            27,534         12,342          27,844
                                                               ------------   ------------   -------------

     Net pension cost                                          $     4,643    $     5,045    $      4,296
    
                                                               ============   ============   =============
</TABLE>

   
The  following   summarizes  certain  assumptions   included  in  the  preceding
schedules:

<TABLE>
<CAPTION>
<S>                                                            <C>               <C>             <C> 
                                                                              December 31
                                                                   1997           1996            1995
                                                               ------------   ------------   -------------
                                                                              ------------

Assumed discount rate                                          7.5%              8.0%            8.0%
Expected long-term rate of return on
     plan assets                                               9.0%              8.5%            8.5%
Rate of increase in future
     compensation levels                                       4.0-6.0%          4.0-6.0%        4.0-6.0%
</TABLE>


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 1997, 1996, and 1995 were $3,729,000,  $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.

<TABLE>
<CAPTION>
<S>                                                                                <C>              <C>         
                                                                                            December 31
                                                                                        1997             1996
                                                                                   --------------   -------------
                                                                                          (In Thousands)

Actuarial present value of benefit obligations:
     Retirees                                                                      $    (20,612)    $   (18,915)
     Fully eligible plan participants                                                    (6,284)         (6,301)
     Other active plan participants                                                     (12,097)        (11,975)
                                                                                   --------------   -------------
Total accumulated other postretirement benefit obligations                              (38,993)        (37,191)
Unrecognized net loss                                                                    (2,463)         (2,848)
                                                                                   --------------   -------------
Other postretirement benefit liability                                             $    (41,456)    $   (40,039)
    
                                                                                   ==============   =============
</TABLE>

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

<TABLE>
<CAPTION>
<S>                                                                    <C>             <C>            <C>        
                                                                                      December 31
                                                                            1997           1996           1995
                                                                       -------------   ------------   ------------
                                                                                     (In Thousands)

Service cost-benefits earned during the year                           $      1,329    $     1,385    $     1,354
Interest cost on benefit obligation                                           2,931          2,771          3,063
Actual return on plan assets                                                      0              0              0
Net amortization and deferral                                                 (313)              0              0
                                                                       -------------   ------------   ------------
Net periodic postretirement benefit cost                               $      3,947    $     4,156    $     4,417
    
                                                                       =============   ============   ============
</TABLE>


   
The discount rate used in determining  the  accumulated  postretirement  benefit
obligation was 7.5 percent, 8.0 percent and 8.0 percent for 1997, 1996 and 1995,
respectively,  and  generally,  the health care cost trend rate estimate was 6.0
percent  each 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.


                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)

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
certificateholders'  surplus  and  excluded  from  the  balance  sheet;  (d) the
interest maintenance reserve and asset valuation reserve are reported as part of
certificateholders'  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  certificateholders'  accounts rather than
including  as revenues  the premiums  received on these  certificates.  Expenses
include interest added to the  certificateholders'  accounts rather than reserve
changes  related  to  the  investment  portion  of  these  policies.  Summarized
statutory-basis  financial  information  for Aid Association for Lutherans on an
unconsolidated basis is as follows:

<TABLE>
<CAPTION>
<S>                                                                                   <C>                 <C>            
                                                                                                  December 31
                                                                                            1997                1996
                                                                                      ----------------    ----------------
                                                                                                (In Thousands)

Assets                                                                                $    17,974,813     $    16,671,018
                                                                                      ================    ================

Liabilities                                                                           $    16,594,333     $    15,577,883
Unassigned funds                                                                            1,380,480           1,093,135
                                                                                      ----------------    ----------------
Total liabilities and unassigned funds                                                $    17,974,813     $    16,671,018
    
                                                                                      ================    ================
</TABLE>

   
<TABLE>
<CAPTION>
<S>                                                           <C>                     <C>                 <C>            
                                                                                Years ended December 31
                                                                       1997                 1996                1995
                                                              ---------------------   ----------------    ----------------
                                                                                    (In Thousands)

Premium income and certificate proceeds                       $          1,785,172    $     1,663,403     $     1,665,995
Net investment income                                                    1,205,622          1,162,629           1,110,545
Other income                                                                27,411             23,647              17,179
                                                              ---------------------   ----------------    ----------------
     Total income                                                        3,018,205          2,849,679           2,793,719

Reserve increase                                                           518,656            741,518           1,078,575
Certificateholders' benefits                                             1,489,662          1,285,702           1,112,138
Surplus refunds                                                            111,981            107,472             102,772
Commissions and operating costs                                            362,912            367,155             338,908
Other                                                                      365,518            226,097              48,955
                                                              ---------------------   ----------------    ----------------
     Total benefits and expenses                                         2,848,729          2,727,944           2,681,348
                                                              ---------------------   ----------------    ----------------

Net gain from operations                                                   169,476            121,735             112,371
Net realized capital gains                                                  40,281              7,967               2,095
                                                              ---------------------   ----------------    ----------------
     Net income                                               $            209,757    $       129,702     $       114,466
    
                                                              =====================   ================    ================
</TABLE>



   
AAL is in compliance with the statutory surplus requirements of all states.



                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


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  certificateholder  funds  in the
accompanying balance sheets.

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

<TABLE>
<CAPTION>
<S>                                     <C>               <C>                 <C>                <C>            
                                              1997                                  1996
                                        ------------------------------------  -----------------------------------
                                                              Estimated                            Estimated
                                             Cost            Fair Value            Cost            Fair Value
                                        ----------------  ------------------  ----------------  -----------------
                                                                     (In Thousands)
Financial Assets:
     Fixed maturities                   $    11,936,533   $      12,256,562   $    11,362,776    $    11,518,169
     Equity securities                          468,164             681,216           396,788            539,113
     Mortgage loans                           3,218,193           3,625,645         3,298,335          3,633,788
     Cash and cash equivalents                  291,302             291,302           106,568            106,568
     Certificate loans                          501,327             501,327           501,263            501,263

Financial Liabilities:
     Deferred annuities                       7,354,135           7,256,623         7,393,259          7,271,631
     Variable annuities                         842,301             795,052           321,514            302,087
     Other                                      600,588             598,264           521,632            519,688
</TABLE>



                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 8.  Contingent Liabilities

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


Part II


UNDERTAKING TO FILE REPORTS

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

RULE 484 UNDERTAKING

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

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

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

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

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

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


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


   
1.A.
          (1)  Resolution  of the  Board of  Directors  of Aid  Association  for
               Lutherans establishing AAL Variable Life Account I*
     
          (2)  Not Applicable

          (3)  (a)   Underwriting Agreement
               (b)   Distribution Agreement (Registered Representative Contract)
               (c)   Schedule of Sales Commissions

          (4)  Not applicable

          (5)  (a)    Specimen Flexible Premium Variable Universal Life
                      Insurance Certificates*
               (b)    Certificate Riders and Endorsements*
               (c)    Application Forms (Adult and Juvenile)

          (6)  (a)    Articles of  Incorporation  of Aid Association for 
                      Lutherans*
               (b)    By-laws of Aid Association for Lutherans***

          (7) Not applicable 

          (8) Participation agreement** 

          (9) Not applicable

          (10) Not applicable
               B.   Not applicable
               C.   Not applicable

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

3.   Not applicable

4.   Not applicable

5.   Not applicable

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

7.
          (a)  Consent of Ernst & Young LLP, Independent Accountants
          (b)  Consent of Quarles and Brady

Powers of Attorney*
Power of Attorney for Paul Schrage***

*    Incorporated by reference from the registration statement filed on Form S-6
     on July 10, 1997 by registrant (file numbers 333-31011, 811-08289)

**   Incorporated by reference from the registration statement filed on Form S-6
     on November 20, 1997 by registrant (file numbers 333-31011, 811-08289)

***  Incorporated by reference from the registration statement filed on Form N-4
     on  February  27,  1998 by AAL Varable  Account I (file  numbers  33-82054,
     811-8660)





SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it  meets  all of the  requirements  for  effectiveness  of this
amendment  to the  Registration  Statement  pursuant  to Rule  485(b)  under the
Securities  Act of 1933 and has duly caused this  amendment to the  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Appleton and State of Wisconsin on the 18th day of 
March, 1998.

                          Aid Association for Lutherans
                             Variable Life Account I
                                  (Registrant)

                        By: Aid Association for Lutherans
                                   (Depositor)

Attest:  Woodrow Eno                                 John O. Gilbert

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

Pursuant to the  requirements of the Securities Act of 1933, Aid Association for
Lutherans has duly caused this registration statement to be signed on its behalf
by the  undersigned  thereunto  duly  authorized,  and its  seal to be  hereunto
affixed and attested, all in the City of Appleton and the State of Wisconsin, on
the 18th day of March, 1998.

                          Aid Association for Lutherans



Attest:    Woodrow E. Eno                   By:   Robert Lyle

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




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

/s/ John O. Gilbert                     President and Chief Executive Officer
- ---------------------------------       (Principal Executive Officer)       
John O. Gilbert                                            
                    1998

/s/ Ronald G. Anderson                  Chief Financial Officer
- ---------------------------------          
Ronald G. Anderson
                    1998

/s/ Carl Rudolph                        (Principal Financial Officer,         
- -----------------------------------     Principal Accounting Officer)  
Carl Rudolph                                                 
                    1998                                 


All of the Board of Directors:

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

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

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

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

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

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

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

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

/s/ John O. Gilbert
- -----------------------------------
John O. Gilbert

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

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

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

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

- -----------------------------------
Paul D. Schrage

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

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

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

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

/s/ John O. Gilbert
- ----------------------------------                1998
John O. Gilbert


Pursuant  to the  requirements  of the  Investment  Company  Act  of  1940,  the
Depositor of the  Registrant has caused this  Registration  Statement to be duly
signed on behalf of the  Registrant  in the City of  Appleton,  and the State of
Wisconsin on the, March 31, 1998.


                           AAL Variable Life Account I
                              (Name of Registrant )

                        By: Aid Association for Lutherans
                               (Name of Depositor)


                          By: /s/ John O. Gilbert
                              -------------------------------
                  Typed Name: John O. Gilbert




Attest: Woodrow E. Eno

/s/ Woodrow E. Eno
- ---------------------------

    


<PAGE>

   
Exhibit Index

1.A.
          (1)  Resolution  of the  Board of  Directors  of Aid  Association  for
               Lutherans establishing AAL Variable Life Account I*
     
          (2)  Not Applicable

          (3)  (a)   Underwriting Agreement
               (b)   Distribution Agreement (Registered Representative Contract)
               (c)   Schedule of Sales Commissions

          (4)  Not applicable

          (5)  (a)    Specimen Flexible Premium Variable Universal Life
                      Insurance Certificates*
               (b)    Certificate Riders and Endorsements*
               (c)    Application Forms (Adult and Juvenile)

          (6)  (a)    Articles of  Incorporation  of Aid Association for 
                      Lutherans*
               (b)    By-laws of Aid Association for Lutherans***

          (7) Not applicable 

          (8) Participation agreement** 

          (9) Not applicable

          (10) Not applicable
               B.   Not applicable
               C.   Not applicable

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

3.   Not applicable

4.   Not applicable

5.   Not applicable

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

7.
          (a)  Consent of Ernst & Young LLP, Independent Accountants
          (b)  Consent of Quarles and Brady

Powers of Attorney*
Power of Attorney for Paul Schrage***

*    Incorporated by reference from the registration statement filed on Form S-6
     on July 10, 1997 by registrant (file numbers 333-31011, 811-08289)

**   Incorporated by reference from the registration statement filed on Form S-6
     on November 20, 1997 by registrant (file numbers 333-31011, 811-08289)

***  Incorporated by reference from the registration statement filed on Form N-4
     on  February  27,  1998 by AAL Varable  Account I (file  numbers  33-82054,
     811-8660)
    




   
                              AMENDED AND RESTATED
                             PRINCIPAL UNDERWRITING
                                       AND
                               SERVICING AGREEMENT
                                 BY AND BETWEEN
                       AAL CAPITAL MANAGEMENT CORPORATION
                                       AND
                          AID ASSOCIATION FOR LUTHERANS
        DATED NOVEMBER 23, 1994, AND AS AMENDED AND RESTATED MARCH 4, 1998


<PAGE>


                                TABLE OF CONTENTS

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


<PAGE>


PRINCIPAL UNDERWRITING AND SERVICING AGREEMENT

This PRINCIPAL  UNDERWRITING AND SERVICING  AGREEMENT made and entered into this
23rd day of November, 1994, and amended and restated as of March 4, 1998, by and
between AAL CAPITAL MANAGEMENT CORPORATION, a corporation organized and existing
under the laws of the State of Delaware,  ("DISTRIBUTOR"  or  "AALCMC")  and AID
ASSOCIATION FOR LUTHERANS,  a fraternal  benefit society  organized and existing
under the laws of the  State of  Wisconsin  ("AAL"),  on its own  behalf  and on
behalf of AAL VARIABLE ANNUITY ACCOUNT I ( "VARIABLE  ANNUITY  ACCOUNT") and AAL
VARIABLE LIFE ACCOUNT I ("VARIABLE LIFE ACCOUNT"), both collectively referred to
as "Account's."

RECITALS

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

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

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

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

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

AGREEMENT

1.     Appointment of DISTRIBUTOR

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

2.     Underwriting Responsibilities of DISTRIBUTOR

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

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

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

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

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

3.       Additional Services to be Provided by DISTRIBUTOR

  3.1    Preparation of Sales Literature and Advertising Materials

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

  3.2    Licensing of Field and Home Office Staff

  DISTRIBUTOR  will be responsible for managing the securities  licensing all of
  its   Registered   Representatives   in  connection   with  the  sale  of  the
  Certificates,  and will  directly  handle all  licensing by the NASD and state
  securities authorities that is necessary for the sale of the Certificates. AAL
  will be responsible for obtaining the necessary  insurance licenses with state
  insurance  authorities  for the  offer and sale of the  Certificates.  AAL and
  DISTRIBUTOR shall develop data base(es) and reporting system(s) to consolidate
  securities   and   insurance   licensing   information   for  their   District
  Representatives and Registered  Representatives,  respectively.  The system(s)
  will provide controls satisfactory to AAL and DISTRIBUTOR in the processing of
  Certificate applications to assure that all of its Registered  Representatives
  are properly licensed when offering and selling the Certificates..

  (i)   DISTRIBUTOR providing securities licensing data to AAL;
  (ii)  AAL providing  licensing  data to a database that shall be maintained by
        AAL

The system described herein shall be equally  accessible to AAL and DISTRIBUTOR.
DISTRIBUTOR  and AAL will cooperate to assure the  appropriate  licensing of AAL
and DISTRIBUTOR's home office employees  (including  DISTRIBUTOR's  wholesalers)
who require  securities or insurance  licenses in connection  with their work on
the Certificates.  DISTRIBUTOR will arrange for pre-licensing study and training
to assist such persons in obtaining  their  securities  licenses as requested by
AAL. All AAL employees who are Associated  Persons of DISTRIBUTOR as a result of
being  licensed  as  Registered  Representatives  will be subject to  compliance
procedures and supervision of DISTRIBUTOR in connection with all work related to
the Certificates in the same manner as all other Associated Persons.

3.3    Regulatory Compliance

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

3.4    Field Training

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

3.5    Confirmations

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

4.       Responsibilities of AAL

4.1    Sales Commissions

AAL will pay  DISTRIBUTOR a sales  commission on  Certificate  sales pursuant to
Schedule A attached hereto. DISTRIBUTOR intends to reallocate commissions to its
Registered   Representatives   (including  General  Agent  and  General  Manager
Registered  Representatives)  for the sale of  Certificates in accordance with a
written  fee  schedule   agreement   between   DISTRIBUTOR  and  its  Registered
Representatives.  DISTRIBUTOR, for its convenience, authorizes AAL, as agent for
DISTRIBUTOR,  to make  commission  payments due to  DISTRIBUTOR  directly to its
Registered Representatives.

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

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

AAL will maintain and provide records and reports  reflecting the calculation of
all  commissions  paid  to,  and  any  other  cash  and  non-cash   compensation
(collectively    "Commissions"),    received   by    DISTRIBUTOR's    Registered
Representatives  and the details of the transactions upon which such Commissions
are based, and will respond to any inquiries about Commission payments, pursuant
to this paragraph.  DISTRIBUTOR  shall designate to AAL the records required and
such records  shall be  maintained  subject to the  provisions  of Paragraph 4.3
below.

4.2    Sales Credits and Field Expenses

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

4.3   Registrations of Securities and Investment Adviser

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

4.4      Books and Records

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

4.5    Duty to Keep Informed

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

4.6    Transfer Agent and Management

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

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

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

6.       Fees to be Paid to DISTRIBUTOR by AAL

6.1     Services

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

6.2     Determination of Charge/Expense Formulas for Services

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

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

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

DISTRIBUTOR and AAL affirm and agree that the Detail  Schedules were reviewed by
representatives  of both AAL and DISTRIBUTOR in the due diligence  process.  The
parties  represent and warrant that  DISTRIBUTOR and AAL agree on the allocation
of dollar  amounts of  Services  to the  various  categories  of  Charge/Expense
Formulas  ("  Services  Allocation").  Services  Allocation  shall be  initially
determined as set forth in the Final Annual  Budget for the 1995 calendar  year.
AAL and  DISTRIBUTOR  covenant  and  agree  that  Services  Allocation  shall be
reaffirmed or amended, as the case may be, on an annual basis in connection with
the preparation and negotiation of the Final Annual Budget for Services for such
year.

6.3     Preparation and Negotiation of Final Annual Budget for Services

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

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

6.4     Accounting Procedures

DISTRIBUTOR and AAL, covenant and agree that:

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

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

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

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

7.     Independent Contractor

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

8.       Indemnification

8.1    Indemnification of AAL

DISTRIBUTOR agrees to indemnify and hold harmless AAL and each of its present or
future directors, officers, employees,  representatives and each person, if any,
who controls or  previously  controlled  AAL within the meaning of Section 15 of
the 1933  Act,  against  any and all  losses,  liabilities,  damages,  claims or
expenses  (including  the  reasonable  costs of  investigating  or defending any
alleged loss, liability,  damage, claims or expense and reasonable legal counsel
fees incurred in  connection  therewith) to which AAL or any such person who may
become subject under the 1933 Act,  under any other  statute,  at common law, or
otherwise, arising out of the acquisition of any Certificate by any person which
may be based  upon  any  wrongful  act by  DISTRIBUTOR  or any of  DISTRIBUTOR's
directors,  officers,  employees  or  representatives,  or may be based upon any
untrue  statement or alleged untrue  statement of a material fact contained in a
registration  statement,  prospectus,  shareholder  report or other  information
covering the Certificates  filed or made public by AAL or any amendment  thereof
or supplement  thereto,  or the omission or alleged  omission to state therein a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading if such  statement or omission was made in reliance upon
information furnished to AAL by DISTRIBUTOR.

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

8.2    Indemnification of DISTRIBUTOR

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

9.     Authorized Representations

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

10.      Amendment or Assignment of Agreement

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

11.      Termination of Agreement

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

12.      Miscellaneous

The captions in this  Agreement are included for  convenience  of reference only
and in no way define or  delineate  any of the  provisions  hereof or  otherwise
affect  their   construction   or  effect.   This   Agreement  may  be  executed
simultaneously  in two or more  counterparts,  each of which  shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.  Nothing herein contained shall be deemed to require AAL to take any
action  contrary to its  Charter or  by-laws,  or any  applicable  statutory  or
regulatory  requirement  to which it is subject  or by which it is bound,  or to
relieve or  deprive  the Board of  Directors  of AAL of  responsibility  for and
control of the conduct of the affairs of AAL.

13.    Definition of Terms

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

14.    Compliance with Securities Laws

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

15.     Regulatory Examinations

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

16.      Notices

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

17.     Governing Law

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

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

          AID ASSOCIATION FOR LUTHERANS              AAL CAPITAL
                                                     MANAGEMENT CORPORATION


      By: /s/ John O. Gilbert                    By: /s/ Robert G. Same
          --------------------------------           ---------------------------
          John 0. Gilbert                            Robert G. Same
          President and                              Executive Vice
          Chief Executive Officer                    President and
                                                     Chief Operating
                                                     Officer


      By: /s/ Woodrow E. Eno
          --------------------------------
          Woodrow E. Eno
          Senior Vice President
          Secretary and General Counsel
    





   
                       AAL CAPITAL MANAGEMENT CORPORATION

                      REGISTERED REPRESENTATIVE'S AGREEMENT

This Registered  Representative's  Agreement  (Agreement) is between AAL Capital
Management  Corporation  (the Company),  222 West College Avenue,  Appleton,  WI
54919-0007 and           (Representative),  Social Security Number 
jointly referred to as the "parties."

1.   The  Company  is  a  broker-dealer,   registered  with  the  United  States
     Securities  and  Exchange  Commission  (SEC),  is a member of the  National
     Association  of  Securities  Dealer,  Inc.  (NASD)  and is  licensed  to do
     business as a broker--dealer in all states.

2.   The Company is a distributor  for The AAL Mutual Funds and the AAL Variable
     Annuity, and may, in the future,  offer additional products.  Herein after,
     all approved products are referred to as "Securities."

3.   All securities distributed by the Company are registered,  as required with
     the SEC and any states in which the securities are authorized for sale.

4.   Representative   is  employed  by  Aid  Association  for  Lutherans  (AAL),
     Appleton, Wisconsin, pursuant to an employment agreement and is licensed to
     sell AAL insurance and annuity products.

5.   Representative  wishes to be  licensed  as an  associated  person  with the
     Company to offer and sell the securities  which may be offered  through the
     Company and the Company wishes to have  Representative  offer and sell Such
     securities pursuant to the terms of this Agreement.

6.   Representative has passed the NASD Series 6 or 7 examination and the Series
     63 if required.  The Representative will also be properly licensed with all
     states in which the Representative will offer the securities.

                                    AGREEMENT
1. Licensing

     a.   Representative agrees to cooperate with the Company and all regulators
          to maintain  securities licenses with the NASD and all states in which
          the  Representative  will  offer  or sell  securities.  Representative
          agrees to offer or sell  securities  only when the  Representative  is
          promptly licensed with the NASD,  licensed with the state in which the
          offer or sale is made and only if the  securities  are  registered for
          sale in  which  state.  Representative  agrees  not to  offer  or sell
          securities  in any  state(s)  unless  the  Representative:  (1) has an
          effective Registered  Representative's  Agreement with the Company and
          (2) has been  notified in writing by the Company of the  effectiveness
          of the Representative's securities license(s) in the state(s) in which
          offers and sales will be made.

     b.   Representative  agrees not to be licensed with any other broker-dealer
          while the Representative is licensed with the Company.

     c.   Representative  agrees to pay all costs of licensing and  registration
          with the NASD and any states or other  regulatory  authorities.  Costs
          include: initial license fees,  administration fees, examination fees,
          study  courses,  study  materials,  continuing  education,  subsequent
          renewals,   termination   fees  and  any   state   or   local   taxes.
          Representative  consents  to  the  payment  of  renewal  fees  through
          deductions from commissions  payable by the Company or through the AAL
          payroll deduction system.

     d.   Representative  will not engage in any  activity  which would  require
          registration as an investment adviser with the SEC or any state.

     e.   Representative  will notify the Company  within 20 days of any changes
          or amendments  to the  information  contained in the  Representative's
          NASD Form U4 by filing an amended Form U4. The Representative will use
          this  amended U4  procedure to give notice to the Company of change of
          home or branch office address,  and/or compensation or employment from
          outside business activities (except passive investments).

     f.   Representative   will  comply  with  NASD  or  state   branch   office
          requirements,   including   the  payment  of  necessary   fees,   when
          applicable.

     g.   Representative   agrees  to  comply  with  all  continuing   education
          requirements.

     h.   Representative authorizes, to the extent permitted by law, the Company
          and/or AAL to at anytime  investigate the  Representative's  financial
          and credit record through any consumer  reporting  agency or bureau of
          the  Company's  choice,  and  further  to  make  an  investigation  of
          Representative's   personal  history  including   character,   general
          reputation and record of law enforcement activity, if any.

2.    Sales Territory

Representative  will conduct securities sales activities in accordance with such
policies established by AAL as it pertains to the territory or district in which
the Representative conducts AAL customer sales activities.

3.    Sales Activities

     a.   Representative  agrees to sell only securities products authorized for
          sale by the Company  under this  Agreement  and will not offer or sell
          other   securities  or  other   products  that  may  be  construed  as
          securities.

     b.   Representative  agrees to make  only  representations  concerning  the
          securities  with the then  current  prospectus  and  sales  literature
          approved for use by the Company Representative agrees to offer or sell
          the securities only in compliance  with  applicable  federal and state
          securities and insurance laws. Representative will furnish each person
          to whom  any such  sale or  offer  is made a copy of the then  Current
          prospectus,  as it  may be  amended  or  supplemented.  Representative
          agrees not to furnish  to any  person any  information  related to the
          securities  offered  through the Company which is  inconsistent in any
          respect with the information  contained in a current  prospectus.  The
          Representative   will  not  use  any  sales  literature  or  cause  my
          advertisement  to be published in any newspaper,  posted in any public
          place or  distributed  in any way  without  the prior  consent  of the
          Company.

     c.   All  securities  sales are  subject  to  acceptance  in  writing  by a
          designated principal of the Company. The Company reserves the right to
          reject any  amounts,  applications,  orders or  payments  remitted  by
          Representative and refund to any Customers any payments made by them.

4.    Rules and Procedures

     a.   Representatives  shall perform all securities  activities  through the
          Company and in the name of the  Company.  Representative  shall act in
          accordance  with the  rules  and  regulations  of the SEC,  the  NASD,
          applicable  state and insurance  laws and any rules,  regulations  and
          procedures  established by the Company pursuant to those requirements.
          Representative  is  required to be familiar  with and  understand  the
          securities   laws  and  regulations  of  the  state(s)  in  which  the
          Representative  offers or sells securities.  This responsibility is in
          addition  to any  requirement  to pass any  NASD or  state  securities
          examination.

     b.   Representative  must be familiar with and follow all of the procedures
          of the Company, which have been developed to comply with the SEC, NASD
          and applicable state securities laws. Specifically, but not limited to
          the following, Representative agrees to:

          i.   Transmit to the Company, or its designated  fiduciary,  within 24
               hours  of  receipt,   all  monies,   orders,   applications   and
               instructions received from all sales and all customers.

      Never under any  circumstances  accept cash or securities from a customer.
      The Representative  will never commingle any checks or funds received from
      customers  with any other  monies and will not deposit  customer  funds in
      personal, business or trust bank accounts of the Representative.

          iii. Advise the Company of any securities  trading  account over witch
               the  Representative  has  discretionary  trading  authority or in
               which the Representative has a financial interest. Representative
               will notify the Company's  Compliance  Department of any existing
               securities  accounts  at  the  time  of  the  execution  of  this
               Agreement  and at the time of the opening of any new account the.
               Representative  will provide the account number, name and address
               of  the  broker  and  information  as to  the  type  of  account.
               Representative  shall  request  the broker to notify the  Company
               directly as to any such  accounts and to provide the Company with
               duplicate confirmations of all trades upon the Company's request.

          iv.  Keep all necessary records,  for the necessary period of time, as
               may be  required  by the  Company,  the NASD or other  regulatory
               body.  All such records are  considered to be the property of the
               Company and shall be subject to the Company upon  termination  of
               this  Agreement.  Failure  to  obtain  or  deliver  records  is a
               violation which may result in disciplinary action.

          v.   Adhere to all regulatory  requirements with respect to the use of
               stationery,   business   cards,   telephone   numbers,   business
               advertising   and  sales   literature   and   correspondence   to
               shareholders.

          vi.  Read understand and comply with the specific Compliance rules and
               procedures  set forth in the  Registered  Representative  Desktop
               Answer Book and any other  procedural  manuals  maintained by the
               Company.

          vii. Maintain the following files and records on a current basis:

      A Registered  Representative File containing this Agreement,  an NASD form
      U4, NASD Status Reports  confirmations  licensing  status,  correspondence
      between  the  Company  and  the  Representative  and any  other  documents
      relating to Representative status as an associated person of the Company.

      A Complaint File containing any written or oral  complaints  received from
      clients  in  connection  with  the  solicitation  of a  purchase  order of
      authorized securities products of the Company. Representative understands
      any  written  or oral  complaints  must be  immediately  forwarded  to the
      Compliance Department of the Company.

      A Daily  Blotter File  containing a chronological  fist of all  securities
      transactions.

      A separate  Customer  File for each  customer,  Mutual  Fund and  Variable
      Annuity,  containing,  as a minimum, copies of the new account information
      form,  application,  confirmations  or  customer's  statements  and  other
      matters relating to the customer to assist  Representative  in determining
      suitability  of customer  transactions.  Some  documents  may be stored to
      computer disk pursuant to company policy.

          A Correspondence  File with copies of all  correspondence and the name
          and   address   of  each   person   receiving   such   correspondence.
          Representative  understands  that only  correspondence  which has been
          approved by a principal of the Company may be used.

  


<PAGE>


          An Advertising and Sales  Literature File containing  copies of any of
          the Company's pre-approved sales literature or advertising material by
          the  Representative  and the name and  address of each  person to whom
          such  material  is given.  Representative  understands  not to use any
          sales-s  literature,  advertising  materials or correspondence  except
          sales  literature,  advertising and  correspondence  pre-approved  and
          furnished shed by the Company.

          A Commission  Statement File  containing  chronological  statements of
          commissions paid to the Representative by the Company and must include
          the most  recent  12b-1 quarterly  commission  statement  showing all
          customers assigned to the Representative.  

          A Compliance  Procedures and Memos File containing  written compliance
          memoranda and related procedures.

5. Commissions

     a.   The Company  will  compensate  Representi6ve  in  accordance  with the
          current Company Schedule Of Commissions which is in effect at the time
          of this Agreement,  or as thereafter amended.  The Company may, it its
          option,  and with prior notice,  change the Schedule of Commissions is
          it applies to the business sold by  Representative  after Such change.
          Representative waives any right to receive commissions until such time
          as  the  company   receives  the   commission   from  the   securities
          transaction. Commissions and other fees shall be paid it the times set
          forth in the Schedule of Commissions.

     b.   In the event of the termination of  Representative's  association with
          the Company,  commissions  will be paid for business  received in good
          form through the date of termination.

     c.   The  Company  shall hive the fight to deduct  any  monies  owed to the
          Company from the  Representative.  Such amounts will be deducted  from
          the Representative's  commissions or other fees until such amount, due
          to the Company are fully paid.

     d.   In the  event of a loss to a  shareholder  which is due to an error or
          delay  attributable  to  Representative,  such  loss  will be borne by
          Representative  and may be collected  directly from the Representative
          or  be  offset   against   future   commissions   or  other  fees.  If
          Representative  has no commissions  or other fees, the  Representative
          will  reimburse  the company  directly and within 30 days of a request
          for payment.

     e.   If  Representative  violates this Agreement the company may retain, to
          the extent it deems necessary,  any commissions or fees Representative
          otherwise would be entitled to receive-

     f.   If  Representative  fails to  surrender  the  records  referred  to in
          Section  4.biv.  immediately  following  request by the Company or its
          authorized  representative,  the Representative  shall not receive any
          commissions  or other fees and other payments which are, or likely be,
          due to the Representative until such records have been delivered.

     g.   The Company is authorized to make decisions relative to commissions or
          other fees or any other credits and debits to Representative's account
          as it believes  consistent  with the terms of this  contract  provided
          that a  Representative  aggrieved  by such a  decision  can submit any
          dispute to arbitration.

     h.   Representative  consents to the payment of marketing materials ordered
          by Representative through deduction from commissions or other fees.

6.    Independent Contractor

Representative  represents to be an independent  contractor  with respect to the
relationship  with the  Company,  and this  Agreement  shall not be construed to
create the relationship of employee and employer between  Representative and the
Company. Representative shall pay the expenses in connection with all securities
sales activities.  The Company shall not be liable for any financial obligations
incurred  by   Representative   in  the  conduct  of   securities   .activities.
Representative's  contract  and  relationship  with the  Company  are unique and
separate  from any  agreement  the Company may have with any other  person.  The
Representative  fights and obligations  with respect to the Company are entirely
dependent upon this  Agreement and this  Agreement  supersedes any and all prior
Agreements between the parties.

7.    Indemnification

Representative  shall  indemnify and hold the Company  harmless from any and all
expenses, costs, causes of action or damages resulting from any violation of the
terms  of  this  Agreement   including  any  unauthorized   acts  or  securities
transactions by Representative.

8.    No Assignment

This Agreement is personal to Representative, and neither this Agreement nor any
of the benefits to accrue hereunder shall be assigned or transferred in any way,
in whole or in part, without the written consent of the Company.

9.    Amendments

No verbal statement made by any party, or any  Representative of a party,  shall
affect or change this Agreement in any respect. Any modification or amendment to
this Agreement  except as to changes in  commissions in accordance  with Section
5.a.,  must be made in writing and signed by the parties  before it shall become
effective.  Any change in commissions will be determined by the Company,  as set
forth in Section 5.a. of this  Agreement with prior notice of such changes given
to the Representative.

10. Notices

AU notices,  requests,  consents and other communications  hereunder shall be in
writing  and shall be  deemed  duly  given if  delivered  personally  or sent by
first-class  mail  (notice  sent by mail shall be deemed to be given on the date
mailed)  to  the  business   address  of  the   Company.   All  notices  to  the
Representative shall be considered made if personally  delivered,  or if sent to
the last  designated home address of the  Representative  shown on the Company's
records by  first-class  mail or through the AAL internal  distribution  system.
Representative is responsible for maintaining records regarding the current home
address and branch office address (where applicable) by written  notification to
the Company.

11. Wisconsin Law

This  Agreement  shall be interpreted  under and in accordance  with laws of the
State of Wisconsin.

12.     Arbitration

Any dispute between  Representative  and the Company must be arbitrated and will
be subject to the provisions of the NASD Code of Arbitration Procedure.

13.     Termination of Agreement

This Agreement shall be continuous,  but may be terminated by either party, with
or without cause,  by giving  written notice to the other party.  Representative
will be furnished a copy of NASD Form U-5  (Uniform  Termination  Notice)  after
termination,  which should be retained by Representative and must be provided to
any broker-dealer with whom the Representative subsequently becomes affiliated.

14.     Effective Date

The effective date of this Agreement  shall be the date on which it is signed by
an authorized agent of the Company.

15.     Severability

If any term,  provision  covenant or  condition  of this  Agreement is held by a
court of competent  jurisdiction to be invalid, void or unenforceable,  the rest
of this  Agreement  will  remain in full force and effect and shall in no way be
affected impaired or invalidated

Executed on the dates hereinafter set forth.



REGISTERED REPRESENTATIVE


Signature                                                      Date

Print Name

AAL CAPITAL MANAGEMENT CORPORATION

By

Signature                                                      Date

                       AAL CAPITAL MANAGEMENT CORPORATION
                 222 West College Avenue, Appleton, WI 54919-0007
                                  800-338-9822
    




   
                                   Schedule A

                          Schedule of Sales Commissions

                                Variable Annuity

    Amount of premium deposit*                             Commission

    First $ 100,000                                           2.25%
    Next $150,000                                             1.50%
    Next $250,000                                             1.00%
    Amounts in excess of $500,000                             0.50%

    Age 80 and above*
    First $500,000                                            1.00%
    Amounts in excess of $500,000                             0.50%

- -    Commission rate based on size of the individual premium applied.  It is not
     based on cumulative premiums.
     
- -    An AUM service fee is payable quarterly.

                             Variable Life

Commissions For:      Initial issue with NO exchange of other AAL certificate.

Issue Age            I' Amount Equal to MIFYP           2" Amount Equal to
   0-44                            47.5%                      20.5%
   45                              43.5                       18.5
   46                              43.0-                      18.0
   47                              42.0                       17.5
   48                              41.0                       17.0
   49                              40.0                       16.5
   50                              39.0                       16.0
   51                              38.0                       15.5
   52                              37.0                       15.0
   53                              36.0                       14.5
   54                              35.0                       14.0
   55                              34.5                       13.5
   56                              34.0                       13.5
   57                              33.5                       13.5
   58                              32.5                       13.5
   59                              31.5                       13.5
   60                              30.5                       13.5
   61                              29.5                       13.5


<PAGE>


   62                              28.5                       13.5
   63                              27.5                       13.5
   64                              26.5                       13.5
   65                              25.5                       13.5
   66                              25.5                       13.5
   67                              25.5                       13.5
   68                              24.5                       13.5
   69                              24.5                       13.5
   70                              23.5                       13.5
   71                              23.5                       13.5
   72                              22.5                       13.5
   73                              22.5                       13.5
   74                              21.5                       13.5
   75                              21.5                       13.5
   76                              21.5                       13.5
   77                              21.5                       13.5
   78                              20.5                       13.5
   79                              20.5                       13.5
   80                              20.5                       13.5
                                 
Commissions For:  Special  class rating for  certificate  issue,  certificate or
                  benefit increase, or addition of benefits.

                  Issue Age                   MFYP for Rating
                  All                         70%

Commissions For:  Disability Waiver, Accidental Death, Guaranteed Purchase 
                  Option, or Applicant Waiver included at initial issue, benefit
                  increase or addition of benefit.

                  Issue Age                   for Benefit/Increase
                  All                         70%

Service Commissions:  The servicing registered representative,  as determined by
     AAL,  will be paid  service  commissions  at the rate of 2.5 percent on all
     premiums applied on the certificate.
    




   

[AAL LOGO] 
AID ASSOCIATION FOR LUTHERANS
4321 N. Ballard Road, Appleton WI 54919-0001

[AAL CMC LOGO]
AAL Capital Management Corporation
222  West College Avenue, Appleton, WI 54919-0007

AAL Variable Universal Life Insurance Application

New Account Information


The Variable Life Owner / Applicant  must provide the following  information  to
meet insurance and securities  industry  regulatory  rules designed for customer
protection.  This information is confidential and is only for the use of AAL and
its affiliated companies.

Section A - Personal Information
Name of owner / applicant (print title, first, middle, last, and suffix name, as
applicable)

Birthdate (mo/day/yr)         Are you a U.S. citizen?      Yes          No
                              Other citizenship description

Single                        Divorced                 Divorced Pending
Married                       Widowed                  Seperated

Number of dependents                under age 18 -

Occupation:
Labor/ Trades                        Office/ Retail
Manager/ Sales                       Professional
Retired                              Student
Unemployed
Other 

Do you own a business?

Yes - Number of employees     Full-time employees
                              Part-time employees
No

Employer name

Employer street address

City                          State          ZIP Code

Associated with NASD firm?

Yes-  Firm -
No

Section B - Financial Suitability Information

<TABLE>
<CAPTION>
<S>                                <C>       <C>       <C>       <C>                            <C>                              <C>
Prior Investment Experience        none      less      more      Annual Household Income        Assets - Excluding this
                                             than 5    than 5                                   purchase
                                             years     years
Bank Savings, CD's                                               Under $20,000                  Cash / CDs                       $
Money Market Fund                                                $20,001 - $35,000              Stocks / Bonds                   $
Stocks or Equity                                                 $35,001 - $50,000              Mutual Funds                     $
Bonds or Fixed Income                                            $50,001 - $75,000              Business                         $
Mutual Funds                                                     $75,001 - $100,000             Residence (equity)               $
Variable Annuities / Life                                        More than $100,000             Insurance (cash value)           $
other                                                                                           Deferred Annuities               $
                                                                                                Retirement Plans                 $
                                                                                                Other                            $
                                                                                                Total Assets                     $

                                                                                                Liquid Net worth                 $
</TABLE>


Need For Life Insurance
Estate Planning
Survivor's Need
Other -

Section C - Investment Information - For This Purchase Only

Purpose  Retirement   Other

Source of Premiums

Current Income
AAL Mutual Fund
Other Company Mutual Fund
Loans
Gift / Inheritance
Death Proceeds
Savings / Checking / CD
AAL Insurance / Annuity
Other Company Insurance/Annuity
Other -

Risk Tolerance

Check the number below that  corresponds  with the level of risk you are willing
to accept.

<TABLE>
<CAPTION>
<S>   <C> <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>     
Low-  1   2        3        4        5       6        7        8        9        10 -High
      CDs           Utility and Blue            Small Company                    Precious Metals
      Savings       Chip Stocks                 Emerging Growth                  Oil and Gas
      Accounts      and Bonds                   Securities                       Drilling
      Money Market Funds                        International
                                                Global Securities
                                                High Yield Securities
</TABLE>

Section D - Other Information

      1. Are you replacing a Variable Life contract?
          Yes - Indicate  the reason for the  exchange  of  contract  and
                provide allocation information on the contract being replaced.

          No


      2. List amount of total non-AAL life  insurance that is inforce or pending
          $



<PAGE>

                                                         [AAL LOGO]
Adult Application For Variable Universal Life Insurance  Aid Association for
With Aid Association For Lutherans, (AAL),               Lutherans
A Fraternal Benefit Society, Appleton, WI 54919          4321 N. Ballard Road, 
                                                         Appleton, WI 54919-0001


    New Certificate        Certificate Change          Certificate number
                           Reinstatement               Certificate number

Section 1 - Replacement
Yes   No  Is this  certificate  intended  to  replace  any part  of,  or all of,
          another company's contract?

          Is this certificate intended to replace any part of, or all of, an AAL
          certificate?
           
          Is this a 1035 exchange?

Section 2 - Proposed Insured

Name (print title, first, middle, last, and suffix name, as applicable)

Date of birth (mo/day/yr)  Sex     Current occupation       Residence state

Yes No Are you a citizen of the United  States of America  (USA) or a  permanent
resident of the USA?

Section 3 - Proposed Third Party Owner

Type of application:      Third Party                    Reason-

                          Advanced Marketing             Reason-

Type of Owner     Individual        Multiple individuals
                  Other

Name (print title, first, middle, last, and suffix name, as applicable)


<TABLE>
<CAPTION>
<S>                           <C>                           <C>                 <C>                 <C>
Relationship to insured       Relationship to member        Date of birth       Percentage of       Residence
(mo/day/yr)                                                 (mo/day/yr)         common ownership    state

Complete additional names if multiple owners.
Multiple owners shall be:     Joint owners                  Common owners

Name (print title, first, middle, last, and suffix name, as applicable)
Relationship to insured       Relationship to member        Date of birth (mo/day/yr)               Percentage of common
                                                                                                    ownership__%*
Name (print title, first,  middle, last, and suffix name, as applicable)
Relationship to insured       Relationship to member        Date of birth (mo/day/yr)               Percentage of common
                                                                                                    ownership__%*
Name (print title, first, middle, last, and suffix name, as applicable)
Relationship to insured       Relationship to member        Date of birth (mo/day/yr)               Percentage of common
                                                                                                    ownership__%*
Name (print title, first, middle, last, and suffix name, as applicable)
Relationship to insured       Relationship to member        Date of birth (mo/day/yr)               Percentage of common
                                                                                                    ownership__%*
</TABLE>

       *Complete  only  if  multiple  owners  with  common  ownership.  If  none
  indicated,  percentage  will  be  equal.  Joint  ownership  is  always  equal.
  Authorized  person(s) / trustee(s)  who can sign on behalf of  organization/
  trust:
  1.
  2.
  3.
  4.
  5.

  Section 4 - Proposed Member Information (Complete only for Advanced Marketing)

  Advanced Marketing member name        Relationship of member to insured

  Section 5 - Complete for New Business/Term Conversion To New Certificate Only

  Specified amount $

  Type of issue:

  New Business
  Exercise Traditional GPO - Ctf No.         Amount to exercise - $
     Regular      Alternate*        Date -
          Reason:  Marriage   Birth    Adoption   New home mortgage

  *If the guaranteed option being exercised is not a regular contractual option,
  I hereby  waive  my  right to  exercise  the  next  available  regular  option
  described in the certificate from which the option is being exercised.

Term Plan / Rider Conversion
Certificate Number(s)    Balance Of Term To Continue    Amount Of Term Converted
                         $                              $
                         $                              $
                         $                              $

AAL Group Term                Amount of term converted:  $

<TABLE>
<CAPTION>
<S>                         <C>                       <C>                       <C>
Death Benefit Option        Billed Premium Index      Billed Premium Index
Level (I) Increasing (II)   Yes   No                  Type & Percentage    %
Disability Waiver Benefit   Guaranteed Purchase       Accidental Death          Total Accidental Death
(DW)                        Option  Benefit (GPO)     Benefit (AD)              Benefit Other Companies:
Yes   No                    Amount:  $                Amount:  $                $
</TABLE>




<PAGE>


<TABLE>
<CAPTION>
<S>                         <C>                             <C>                           <C> 
Time period between  Periodic  Needs                        Date of Periodic  Needs Review  (mo/day/yr)
Review 1 2 3                                                (if other than certificate  anniversary) 
Initial Premium Allocation                                  Billed Premium  Allocation  
Must total 100% and be in whole numbers.                    Must total 100% and be in whole numbers.
                                                       
Money Market          %     Large Company Stock  %          Money Market         %        Large Company Stock  %
Balanced              %     Small Company Stock  %          Balanced             %        Small Company Stock  %
Bond                  %     International Stock  %          Bond                 %        International Stock  %
Fixed Account         %                                     Fixed Account        %                             
High Yield Bond       %                                     High Yield Bond      %                             
</TABLE>


Telephone Authorization:          Yes          No

      By checking 'Yes' above, the applicant agrees and understands as follows:
      

1.   AAL is authorized to accept and act upon telephone instructions from me for
     the  following  purposes',  transfer of  accumulated  values among  account
     options,  address  changes,  changes in  allocation  of  premiums,  premium
     payment instructions,  and any other transactions made available by AAL for
     telephone transfer. Any transfers shall be made on the basis of unit values
     next determined following AAL's receipt of instructions in proper order.

2.   AAL may refuse  telephone  instructions if the caller cannot provide proper
     identification  of person or account.  Without  prior  disclosure,  AAL may
     record any telephone  conversations  containing such  instructions.  If AAL
     acts in good faith upon the telephone  instruction,  AAL (and any affiliate
     or agent) will not be liable for any loss,  expense, or cost arising out of
     any telephone instruction.

3.   AAL may modify,  suspend, or discontinue this privilege at any time without
     prior  notice.  The privilege is subject to terms of the  certificate,  the
     current prospectus,  and any other rules enacted by AAL. This authorization
     is valid until written  cancellation notice signed by the owner is received
     by AAL. All terms are binding on my agents, heirs, and assigns.



<PAGE>


Section 6 - Complete For Certificate Change Only

Current Death Benefit Option           New Level Death Benefit Option
Level (I)     Increasing (II)          Level (I)       Increasing (II)

Maintain Current Specified Amount
Yes         No

Current Specified Amount $              New Specified Amount $

Reason for Specified Amount Change:

    Unscheduled Increase
    Exercise VUL GPO     Amount to exercise - $
    Regular  PNR*     Alternate         Date -
               Reason:  Marriage   Birth    Adoption     New home mortgage

    Large Premium Payment
    Exercise Traditional Gpo - Ctf No.  Amount to exercise -$
    Regular       Alternate*        Date -
               Reason:  Marriage   Birth    Adoption     New home mortgage

*If the guaranteed option being exercised is not a regular contractual option, I
hereby waive my right to exercise the next available regular option described in
the certificate from which the option is being exercised.

Term Plan / Rider Conversion

Certificate Number(s)   Balance Of Term To Continue     Amount Of Term Converted
                       $                                $
                       $                                $
                       $                                $

     AAL Group Term                     Amount of term converted: $

Disability Waiver Benefit
Currently on Certificate                        Change   Requested:

Yes     No                                      Add              Cancel

Guaranteed Purchase Option Benefit              Change   Requested:

Current Amount                                  Add S              Cancel
$                                               increase to $      Decrease to $

Accidental Death Benefit                        Change Requested:

Current Amount                                  Add $              Cancel
$                                               increase to $      Decrease to $

Billed Premium Indexing        Change Requested:
Current Percentage                  New value              % (type & percentage)
          %                         Cancel

Change to nonsmoker
Reduce insured's rating    Time period between Periodic Needs      
                           Review   1  2  3                        
Date of Periodic Needs
Review -              

Section 7 - Premium / Billing Information

Initial Premium paid by

(check mark)       Type                                        Amount
                   Check / Money Order                         $
                   Electronic First Premium (EFT               $
                   Internal 1035 Exchange                      $
                   Loan                                        $
                   Complete Withdrawal / Surrender             $
                   Surplus Refunds                             $
                   Partial Withdrawal                          $
                   Other-                                      $
                   None                                        $
Total Initial Premium Amount                               $

Premium Billing - Type of billing:
Regular  Billing  - Send to  special  billing  address?  Yes     No 
MCA - First  MCA withdrawal  expected -    Add to existing MCA account-  
Family Billing - Add to existing Family Bill account -
Government Allotment
No bill

Frequency of billing:

Annual         Semiannual
Quarterly      Monthly

Premium billing amount: $

EFT withdrawal date -

Draw the EFT from the financial institution for MCA account -

Name And Address For Special Billing / Family Billing

Billing Name (print title, first,  middle, last, and suffix name, as applicable)
Address   City      State     ZIP Code

Section 8 - Special Requests



<PAGE>


Section 9 - Declaration Of Insurability
Insured:

Height         Weight    Weight 1 year ago       Reason for weight loss
Ft   In        Lbs       Lbs 
                            

Name of primary care provider - Indicate if none.

Patient ID no.           Date last consulted         Reason last consulted

Type of treatment        Medication prescribed       Recovery date

Yes  No
          1.   Have you:
        
          (a)  Within the past two years used  tobacco or other  nicotine  based
               products?  If Yes,  indicate  date last used below:  
               Cigarettes -
               Other tobacco / nicotine - 
               Date started smoking cigarettes -

          (b)  Within the past two years participated in any of the following:

pilot, copilot, student  auto racing         sky diving
pilot or crew member     Motorcycle racing   Hang gliding
Ballooning               Powerboat racing    Other avocatio - provide details in
Skin / Scuba diving      Mountain climbing   Additional Underwriting Section

          (c)  Within  the past  three  years had a license  suspended  or had a
               moving traffic violation? If Yes, list below:

State where licensed        Driver license number
Type of violation
MPH over                    Date                Date                 Date
Type of violation
MPH over                    Date                Date                 Date
Type of violation
MPH over                    Date                Date                 Date
Type of violation
MPH over                    Date                Date                 Date
Type of violation
MPH over                    Date                Date                 Date
Type of violation
MPH over                    Date                Date                 Date



<PAGE>



          (d)  Within  the  past  seven  years  had a life,  health,  disability
               income,   or long-term   care  insurance  application   declined,
               postponed, rated, modified, or withdrawn? If Yes, list below.

               Application action       Company name        Date 
               Reason 
               
               Application action       Company name        Date
               Reason  
               
               Application  action      Company name        Date 
               Reason  
               
               Application action       Company name        Date 
               Reason  
               
               Application action       Company name        Date 
               Reason         
               
               Application action       Company name        Date  
               Reason  

Yes  No   2.   Have your parents or siblings ever had coronary  artery  disease,
               polycystic disease, Huntington's Chorea, or familial polypsis? If
               Yes list below.

Disorder    Relationship To     Age At Onset     Current Age        Age At Death
            Proposed Insured


Place details for all 'Yes' answers for questions  three through nine in details
section.

Yes  No   3.   Within  the past 10 years  have you ever been  diagnosed  or been
               treated  by a  physician  or  member of the  medical  profession,
               chiropractor,  counselor,  or any other  professional for: 
               
          (a)  disorder  of the  heart,  circulatory,  blood,  or immune  system
               (excluding HIV)? 
               If high blood pressure:            Date of Diagnosis - 
               Last blood pressure reading - 
               Date of last blood pressure check - 
               Type of treatment -                Medication taking -
               Care provider / Facility with records if other than primary 
               care provider -

               (b) abnormal growth, cyst, tumor, or cancer?
               (c) disorder of the respiratory system?
               (d) disorder  of the  digestive  system  such as the  stomach,
                   intestines, rectum, liver, gallbladder, esophagus? 
               (e) disorder of the urinary system, such as kidneys,  bladder?
               (f) disorder of the  endocrine  /  hormone  system?  If  
                   diabetes:       Date  of diagnosis -
               Regulated by:
               Insulin-      Daily dose (units)      Oral medication        Diet
               Last blood sugar reading -         Fasting   Yes   No       
               Date of Last Reading
               Check all that apply:

               Kidney disorder               Eye complication         Neuropathy
               Circulatory problems          Recurrent infection
               Other complications -

               Care provider / Facility with records if other than primary 
               care provider -

          (g)  disorder  of  the  nervous  system  including  psychological  and
               psychiatric care? If seizures: 
               Grand mal      Petit mal      Other -
          
          (h)  disorder of the muscle, skin, bone, or joint? 

          (i)  disorder of the reproductive system?

          (j)  disorder of the eyes, ears, nose, or throat?

Yes  No   4.   Within the past 10 years, have you been advised to seek treatment
               or counseling, being treated for or received counseling or joined
               AA,  NA, or other  support  organization  for use of  alcohol  or
               drugs?
        
          If alcohol,  date last used -      Number of times treated  
          Attends support organization:  Yes - Date last attended     No 
          Care  provider / Facility with records if other than primary care 
          provider -

          If drugs, type -         Date last used -
          Number of times treated -
          Attends support organization:  Yes - Date last attended     No
          Care  provider / Facility with records if other than primary care 
          provider -

Yes  No   5.   Have you abused in the past or are you currently  using (for more
               than two weeks)  nonprescription or self-prescribed drugs such as
               cocaine,  marijuana,  amphetamines,  or narcotics? 
               If Yes, type -         Date last used -

Yes  No   6.   (a) Are you currently disabled?

               (b) Are  disability  benefits  being filed for or received  from
                   Social  Security or from  another  source?  
                   Date  disability began -            Reason for disability -

Yes  No   7.   Other than reported above, within the past 10 years, have you:

          (a)  consulted  or  been  advised  to  consult  a  doctor,   hospital,
               chiropractor,  clinic, psychiatrist,  psychologist,  or counselor
               for any reason?

          (b)  been  medically  treated or evaluated at a hospital,  clinic,  or
               other facility, received special training or special schooling or
               been  medically  advised to have any  treatment,  test,  surgery,
               biopsy, or hospitalization not yet completed?

          (c)  been advised by a physician,  chiropractor,  or medical therapist
               to restrict or avoid normal activities due to illness or injury?

          (d)  taken any prescription  drugs other than those previously listed?
               If Yes, list below.

               Prescription drug used                 Date last used
               
               Reason for use
               
               Prescription drug used                 Date last used
               
               Reason for use
               
               Prescription drug used                 Date last used
               
               Reason for used
               
               Prescription drug used                 Date last used
               
               Reason for use
               
               Prescription drug used                 Date last used
               
               Reason for use

Yes  No   8.   Other than reported above, within the past 10 years have you been
               treated  for,  or been  diagnosed  as  having  HIV  infection  or
               Acquired Immune Deficiency Syndrome (AIDS)?

Yes  No   9.   Other  than  reported  above,  have you been  under the care of a
               doctor or  medical  practitioner  or are you  scheduled  to see a
               doctor  or  medical  practitioner?  
               If  Yes,  reason  for  care/appointment -         Date 
               Care  provider  Facility with records if other than primary 
               care provider -


Section 1O - Details For Questions Answered 'Yes'
<TABLE>
<CAPTION>
<S>                             <C>                            <C>                           <C>    
Question: No/Ltr                Type of disorder, injury, test                               Date of diagnosis

Date of onset                   Number of occurrences          Treatment                     Date of last hospitalization
                                                                                             nursing home care, or home
                                                                                             health care

Last   occurrence  date         Recovered  Yes  No             Recovery  date                Surgery  date  

Last consultation date          Time lost from work / school   Residuals 

Medication(s) currently
taking                                                         Care provider / Facility with records if other than
                                                               primary care provider

Complete for question 3b only   Location             Type:  Benign    Malignant      Unknown

Question: No/Ltr                Type of disorder, injury, test                               Date of diagnosis

Date of onset                   Number of occurrences          Treatment                     Date of last hospitalization
                                                                                             nursing home care, or home
                                                                                             health care

Last   occurrence  date         Recovered  Yes  No             Recovery  date                Surgery  date  

Last consultation date          Time lost from work / school   Residuals 

Medication(s) currently
taking                                                         Care provider / Facility with records if other than
                                                               primary care provider

Complete for question 3b only   Location              Type:  Benign    Malignant      Unknown


Question: No/Ltr                Type of disorder, injury, test                               Date of diagnosis

Date of onset                   Number of occurrences          Treatment                     Date of last hospitalization
                                                                                             nursing home care, or home
                                                                                             health care

Last   occurrence  date         Recovered  Yes  No             Recovery  date                Surgery  date  

Last consultation date          Time lost from work / school   Residuals 

Medication(s) currently
taking                                                         Care provider / Facility with records if other than
                                                               primary care provider

Question: No/Ltr                Type of disorder, injury, test                               Date of diagnosis

Date of onset                   Number of occurrences          Treatment                     Date of last hospitalization
                                                                                             nursing home care, or home
                                                                                             health care

Last   occurrence  date         Recovered  Yes  No             Recovery  date                Surgery  date  

Last consultation date          Time lost from work / school   Residuals 

Medication(s) currently
taking                                                         Care provider / Facility with records if other than
                                                               primary care provider

Complete for question 3b only   Location             Type:  Benign    Malignant      Unknown


<PAGE>


Question: No/Ltr                Type of disorder, injury, test                               Date of diagnosis

Date of onset                   Number of occurrences          Treatment                     Date of last hospitalization
                                                                                             nursing home care, or home
                                                                                             health care

Last   occurrence  date         Recovered  Yes  No             Recovery  date                Surgery  date  

Last consultation date          Time lost from work / school   Residuals 

Medication(s) currently
taking                                                         Care provider / Facility with records if other than
                                                               primary care provider

Complete for question 3b only   Location             Type:  Benign    Malignant      Unknown


Question: No/Ltr                Type of disorder, injury, test                               Date of diagnosis

Date of onset                   Number of occurrences          Treatment                     Date of last hospitalization
                                                                                             nursing home care, or home
                                                                                             health care

Last   occurrence  date         Recovered  Yes  No             Recovery  date                Surgery  date  

Last consultation date          Time lost from work / school   Residuals 

Medication(s) currently
taking                                                         Care provider / Facility with records if other than
                                                               primary care provider

Complete for question 3b only   Location             Type:  Benign    Malignant      Unknown


Question: No/Ltr                Type of disorder, injury, test                               Date of diagnosis

Date of onset                   Number of occurrences          Treatment                     Date of last hospitalization
                                                                                             nursing home care, or home
                                                                                             health care

Last   occurrence  date         Recovered  Yes  No             Recovery  date                Surgery  date  

Last consultation date          Time lost from work / school   Residuals 

Medication(s) currently
taking                                                         Care provider / Facility with records if other than
                                                               primary care provider

Complete for question 3b only   Location             Type:  Benign    Malignant      Unknown
</TABLE>

<PAGE>

                                             
Section 11 - Beneficiary Designation                        

If  you  are  completing  the  application  on  paper,  complete  a  beneficiary
designation form printed from the forms package.

If new certificate is result of Term Conversion,  beneficiary designation is for
new certificate only. To change  designation on existing  certificate,  complete
separate beneficiary form printed from Forms System.


  Additional Underwriting Information


  Section 12 - Agreement And Authorization

  I understand and agree that:
 
1.   I have personally read (or have had read to me) and verified all statements
     and answers  provided to the AAL  district  representative  as part of this
     application  which includes:  a. New Account  information,  and b. Variable
     Life application.

2.   I have  received and reviewed the current  prospectus  for the AAL Variable
     Life  insurance  contract and  underlying  mutual funds.  I understand  the
     provisions of the prospectus and agree to its terms.
  

3.   Any false or  incomplete  statements  or answers  may result in the loss of
     coverage.

4.   This application will become part of the Variable Life contract.
  

5.   No change in this application shall be made without my written consent.


6.   No  representative of AAL except the president or secretary of AAL can make
     or alter any contract or waive any of AAL's rights or requirements.

7.   I have  received the Notice Of  Insurance  Information  Practices.  AAL can
     release information to the MIB pursuant to this notice.

8.   No coverage shall take effect under the certificate  applied for unless and
     until: a. the  certificate is delivered:  b. the first full premium is paid
     during the lifetime of the person to be covered- and c. the insurability of
     the person to be covered remains as described in this application.
        

9.   AAL  reserves  the right to allocate  premium  payments to the money market
     subaccount  until the  expiration  of the free look period in those  states
     that  require a full refund of premium  during the free lock  period.  More
     detailed  information on the allocation of premium payments during the free
     look period is contained in the prospectus.

10.  Under the life insurance  contract applied for, the Cash Value may increase
     or decrease in accordance  with the experience of the separate  account and
     is not guaranteed as to dollar amount (except for the 4% minimum return for
     any portion of cash value you invest in the Fixed Account).
        

11.  Under the life insurance  contract applied for, the Death Benefit will vary
     when you select the Variable Death Benefit  Option.  The Death Benefit will
     never be less than the Specified  Amount as long as the  Certificate  is in
     force.


12.  The date of this  application is the date the  application is signed by the
     proposed insured.

Authorization To Obtain Information

I authorize the release of my medical or nonmedical  information available on me
or my minor  children  to AAL from:  any  provider  of health  care; a  consumer
reporting agency an employer; an insurance or reinsuring company; an insurance
agent; a governmental or other  organization;  the MIB; a family member or other
person.

This information includes:  diagnosis or medical history; psychiatric history or
treatment;  results of genetic tests; treatment and prognosis of any physical or
mental condition drug or alcohol abuse history or treatment.

I also authorize the release to AAL of test results or information relating to H
IV or confirmed  diagnosis of or treatment for any sexually  transmitted disease
as required by law in my state.

I understand  that AAL may use this  information  to determine  eligibility  for
benefits under any existing certificate.

I further  authorize AAL and the above  sources,  except the MIB, to provide the
information  to any  reinsurers  any  legal  agent  employed  by AAL,  or to any
insurance  company or broker  selected  by AAL for the sole  purpose of securing
insurance coverage for me.

AAL will only release this  information to  organizations  performing  business,
insurance,  or legal services in connection with this application or claim or as
may be lawfully required.

I agree that copies of this  authorization may be used in place of the original.
I may also request a copy.  This  authorization  is valid for two years from the
date shown below unless revoked earlier.

I have read (or have had read to me) the  statements  and  answers  made on this
application.  The signature below applies to all sections and statements on this
application.

Signed at           City           State



Signature of proposed insured / Date signed (mo/day/yr)                  


Signature of member / Date signed (mo/day/yr)                            

Signature of owner / Date signed (mo/day/yr)                             
Signature of owner / Date signed (mo/day/yr)                             
Signature of owner / Date signed (mo/day/yr)                             
Signature of owner / Date signed (mo/day/yr)                             
Signature of owner / Date signed (mo/day/yr)                             

     Caution:  If your answers on this application are incorrect or untrue,  AAL
     may have the right to deny benefits or rescind your certificate.

I certify that I have asked all  questions and recorded all answers as they were
given to me and  reviewed  these with the  proposed  insured.  

To the best of my knowledge,  the certificate  applied for       is       is not
intended to replace any part of, or all of, another contract.

Signature of AAL representative   Date signed(mo/day/yr)  DR name/Code number/ID


<PAGE>


Section 13 - Representative's Information

      1. Requirements arranged for:

      Nonmedical only
      Paramedical examination (use HO approved only)
      Medical examination by MD
      Resting 12-lead electrocardiogram
      Blood Chemistry Profile (BCP)
      Other screening -
      Lab code number -

      Do you want the home office to electronically order the paramed exam, EKG,
      and/or BCP?
      Yes:  Facility name -
      No    (Electronic ordering can only be done with transmitted applications)
      Field initiated Attending Physician's Statement -
      Doctor / Facility name Facility name

2. Primary care provider address 

Name

Address                                 City
                                         
                                        State       ZIP Code    Telephone number

      3. Other care provider addresses

Question:              Name                      City
No / Ltr               Address                   State ZIP Code Telephone number

Question:              Name                      City
No / Ltr               Address                   State ZIP Code Telephone number

Question:              Name                      City
No / Ltr               Address                   State ZIP Code Telephone number

Question:              Name                      City
No / Ltr               Address                   State ZIP Code Telephone number

Question:              Name                      City
No / Ltr               Address                   State ZIP Code Telephone number

Question:              Name                      City
No / Ltr               Address                   State ZIP Code Telephone number

Question:              Name                      City
No / Ltr               Address                   State ZIP Code Telephone number


4. Your estimate of                  
   proposed insured's:        Annual income (amt)        Other income (amt)    

                              Other income (source)      Net worth

Yes  No   5.  Did you personally see the proposed insured and ask each question?
                    If no, explain -
Yes  No   6.  Did the proposed insured or proposed insured's family contact you 
              for this coverage?
Yes  No   7.  (a) Do you claim production credit on an assigned congregation
              basis?
              If no, explain -

Complete only if you are the servicing representative but not the DR of the 
branch listed.

Service override number                        reason for override

             (b) Should the application credit be split? If Yes, list below.

Agent Identification Number     Split Percent
                                %                                          Note:
                                %                        The total split percent
                                %                               must equal 100%.
                                %
<PAGE>

Yes No    8.   (a) Does the proposed insured have any other applications pending
               or being  submitted  other than this  application?  If Yes,  list
               below.

               (b) Does any other family member have applications pending with 
               AAL?  If Yes, list below.

Name                          Date Applied                   Plan





          9.   List amount of total non-AAL life  insurance  that is in force or
               pending - $

          10.  Purpose for insurance?

              Estate liquidity (estate taxes, clearance costs)
              Business insurance
              Family protection (income replacement, survivor, retirement, etc.)
              Loan

          11.  Will this application be electronically  transmitted?  

               Additional Details


To the best of my knowledge and belief.

          A.   know nothing  about the proposed  insured's  health,  habits,  or
               lifestyle  affecting  insurability  which has not been  stated in
               this application.

          B.   Required disclosures, outline(s) of coverage, Notice Of Insurance
               Information Practices, Buyer's Guide, Prospectus, and Receipt For
               Payment And Conditional  Temporary  Coverage  Agreement were left
               with the proposed insured.

Signature of AAL representative / Date signed (mo/day/yr)

<PAGE>




[AAL LOGO]
AID ASSOCIATION FOR LUTHERANS
4321 N. Ballard Road, Appleton WI 54919-0001

[AAL CMC LOGO]
AAL Capital Management Corporation
222  West College Avenue, Appleton, WI 54919-0007

AAL Variable Universal Life Insurance Application

New Account Information

The Variable Life Owner / Applicant  must provide the following  information  to
meet insurance and securities  industry rules designed for customer  protection.
This information is confidential and is only for the use of AAL.

Section A - Personal Information
Name of owner / applicant (print title, first, middle, last, and suffix name, as
applicable)

Birthdate (mo/day/yr)         Are you a U.S. citizen?      Yes          No
                              Other citizenship description

Single         Divorced       Divorced Pending
Married        Widowed        Separated

Number of dependents                under age 18 -

Occupation:
Labor/ Trades                        Office/ Retail
Manager/ Sales                       Professional
Retired                              Student
Unemployed
Other -

Do you own a business?

Yes - Number of employees     Full-time employees
                              Part-time employees
No

Employer name

Employer street address

City                          State     ZIP Code

Associated with NASD firm?

Yes-      Firm -
No

Section B - Financial Suitability Information
Prior Investment Experience        none      less       more          
                                             than 5     than 5
                                             years      years
Bank Savings, CD's                                                    
Money Market Fund                                                     
Stocks or Equity                                                      
Bonds or Fixed Income                                                 
Mutual Funds                                                          
Variable Annuities / Life                                             
other                                                                 
                                                                      
Annual Household Income           Assets - Excluding this purchase       
                                                                            
Under $20,000                     Cash / CDs                           $ 
$20,001 - $35,000                 Stocks / Bonds                       $ 
$35,001 - $50,000                 Mutual Funds                         $ 
$50,001 - $75,000                 Business                             $    
$75,001 - $100,000                Residence (equity)                   $    
More than $1 00, 000              Insurance (cash value)               $ 
                                  Deferred Annuities                   $    
                                  Retirement Plans                     $ 
                                  Other                                $ 
                                  Total Assets                         $ 
                                                                         
                                  Liquid Net worth                     $ 

Need For Life Insurance       Estate Planning          Survivor's Need     Other
                                                                        
Section C - Investment Information - For This Purchase Only

Purpose        Retirement          Other

Source of Premiums

Current Income
AAL Mutual Fund
Other Company Mutual Fund
Loans
Gift / Inheritance
Death Proceeds
Savings / Checking / CD
AAL Insurance / Annuity
Other Company Insurance/Annuity
Other -

Risk Tolerance

Check the number below that corresponds with the level of risk you are willing 
to accept.

<TABLE>
<CAPTION>
<S>   <C>    <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>     
Low-  1      2        3        4        5       6        7        8        9        10 -High
      CDs                Utility and Blue         Small Company                      Precious Metals
      Savings            Chip Stocks              Emerging Growth                    Oil and Gas
      Accounts           and Bonds                Securities International           Drilling
      Money Market Funds                          Global Securities
                                                  High Yield Securities
</TABLE>


Section D - Other Information

      1. Are you replacing a Variable Life contract?
                 Yes - Indicate  the reason for the  exchange  of  contract  and
                provide allocation information on the contract being replaced-

         No


      2. List amount of total non-AAL life  insurance that is inforce or pending
         $



<PAGE>


Juvenile Application For Variable Universal Life Insurance                 
With Aid Association For Lutherans, (AAL),                                  
A Fraternal Benefit Society, Appleton, WI 54919                               

[AAL LOGO]
Aid Association for Lutherans                        
4321 N. Ballard Road, Appleton, WI 54919-0001


    New Certificate        Certificate Change     Certificate number
                           Reinstatement          Certificate number

Section 1 - Replacement

Yes   No

          Is this  certificate  intended  to  replace  any part  of,  or all of,
          another company's  contract?  
          Is this certificate  intended to replace any part of, or all of, an 
          AAL certificate?
          Is this a 1035 exchange?

Section 2 - Proposed Insured

Name (print title, first, middle, last, and suffix name, as applicable)

Date of birth (mo/day/yr)          Sex            Residence state


Section 3 Proposed Applicant/Controller

Name (print title, first, middle, last, and suffix name, as applicable)

Residence state          Relationship to insured

Date of birth (mo/day/yr)

Yes   No      Is proposed insured a member of applicant's household?
              Is proposed  insured  dependent upon the applicant for support and
              maintenance?


Section 4 - Proposed Third Party Owner

Third Party Application                    Reason-

Name (print title, first, middle, last, and suffix name, as applicable)

Relationship to insured       Date of birth (mo/day/yr)     Residence state

Yes  No   Is proposed insured a member of the applicant's household?
          Is proposed insured dependent upon the applicant for support and 
          maintenance?


Section 5 - Complete for New Business / Term Conversion To New Certificate Only

Specified amount $

Type of issue:

New Business
Term Plan/Rider Conversion

Certificate Number(s)         Balance Of Term To Continue        Amount of Term 
                                                                    Converted
                                   $                                  $
                                   $                                  $
                                   $                                  $


Death Benefit Option        Billed Premium Index      Billed Premium Index
Level (I) Increasing (II)   Yes   No                  Type & Percentage    %

Applicant Waiver Benefit
(AW)   Yes    No

Disability Waiver Benefit   Guaranteed Purchase       Accidental Death          
(DW)                        Option  Benefit (GPO)     Benefit (AD)              
Yes   No                    Amount:  $                Amount:  $                

Total Accidental Death     
Benefit Other Companies:   
$                          

Time period between Periodic Needs     Date of Periodic Needs Review (mo/day/yr)
Review  1   2   3                      (if other than certificate anniversary)

<TABLE>
<CAPTION>
<S>                         <C>                             <C>                           <C> 
Initial Premium Allocation                                  Billed Premium  Allocation  
Must total 100% and be in whole numbers.                    Must total 100% and be in whole
                                                            numbers.

Money Market          %     Large Company Stock  %          Money Market         %        Large Company Stock  %
Balanced              %     Small Company Stock  %          Balanced             %        Small Company Stock  %
Bond                  %     International Stock  %          Bond                 %        International Stock  %
Fixed Account         %                                     Fixed Account        %                             
High Yield Bond       %                                     High Yield Bond      %            
</TABLE>
                 

Telephone Authorization:          Yes          No

      By checking `Yes' above, the applicant agrees and understands as follows:

1.   AAL is authorized to accept and act upon telephone instructions from me for
     the  following  purposes;  transfer of  accumulated  values  among  account
     options,  address  changes,  changes in  allocation  of  premiums,  premium
     payment instructions,  and any other transactions made available by AAL for
     telephone transfer. Any transfers shall be made on the basis of unit values
     next determined following AAL's receipt of instructions in proper order.

2.   AAL may refuse  telephone  instructions if the caller cannot provide proper
     identification  of person or account.  Without  prior  disclosure,  AAL may
     record any telephone  conversations  containing such  instructions.  If AAL
     acts in good faith upon the telephone  instruction,  AAL (and any affiliate
     or agent) will not be liable for any loss,  expense, or cost arising out of
     any telephone instruction.

3.   AAL may modify,  suspend, or discontinue this privilege at any time without
     prior  notice.  The privilege is subject to terms of the  certificate,  the
     current prospectus,  and any other rules enacted by AAL. This authorization
     is valid until written  cancellation notice signed by the owner is received
     by AAL. All terms are binding on my agents, heirs, and assigns.



<PAGE>


Section 6 - Complete For Certificate Change Only

Current Death Benefit Option           New Level Death Benefit Option
Level (I)     Increasing (II)          Level (I)       Increasing (II)

Maintain Current Specified Amount
Yes         No

Current Specified Amount $          New Specified Amount $
   
Reason for Specified Amount Change:

     Unscheduled Increase

     Large Premium Payment

     Term Plan / Rider Conversion

Certificate Number(s)    Balance Of Term To Continue    Amount Of Term Converted
                           $                                $
                           $                                $
                           $                                $


Disability Waiver Benefit
Currently on Certificate          Change   Requested:

Yes     No                           Add              Cancel

Applicant Waiver Benefit
Currently on Certificate        Change   Requested:

Yes     No                      Add     Change to applicant - add AW      Cancel

Guaranteed Purchase Option Benefit           Change   Requested:

Current Amount                               Add $               Cancel
$                                            Increase to $       Decrease to $

Accidental Death Benefit                     Change Requested:
Current Amount                               Add $               Cancel
$                                            Increase to $       Decrease to $

Section 6 - Complete For Certificate Change Only (Continued)

Billed Premium Indexing                 Change Requested
Current Percentage                           New value     % (type & percentage)
%                                            Cancel

Reduce insured's rating    Time period between Periodic Needs     Date of
                           Review   1  2  3                       Periodic Needs
                                                                  Review -

Section 7 - Premium / Billing Information

Initial Premium paid by

(check mark)       Type                                        Amount

                   Check / Money Order                         $
                   Electronic First Premium (EFT               $
                   Internal 1035 Exchange                      $
                   Loan                                        $
                   Complete Withdrawal / Surrender             $
                   Surplus Refunds                             $
                   Partial Withdrawal                          $
                   Other-                                      $
                   None                                        $
Total Initial Premium Amount                               $

Premium Billing - Type of billing:

Regular  Billing  - Send to  special  billing  address?  Yes    No 
MCA - First  MCA withdrawal  expected - 
      Add to existing MCA account-  
Family Billing - Add to existing Family Bill account 
Government Allotment
No bill

Frequency of billing-.
Annual         Semiannual
Quarterly      Monthly

Premium billing amount: $

EFT withdrawal date -

Draw the EFT from the financial institution for MCA account -

Name And Address For Special Billing / Family Billing

Name (print title, first,  middle, last, and suffix name, as applicable) 

Address                       City      State     ZIP Code

Section 8 - Special Requests







<PAGE>


Section 9 - Declaration Of Insurability
Insured:

Height              Weight         Weight 1 year ago or at       
Ft        In             Lbs       birth if under age 1     Lbs     Oz

Reason for weight loss
                            
Name of primary care provider - Indicate if none.

Patient ID no.           Date last consulted           Reason last consulted

Type of treatment        Medication prescribed         Recovery date

          Within the past five years has the juvenile:

 Yes  No
          1.   Had a life or  health  application  declined,  postponed,  rated,
               modified, or withdrawn? If Yes, list below.

Application action            Company name                   Date
Reason
Application action            Company name                   Date
Reason
Application action            Company name                   Date
Reason
Application action            Company name                   Date
Reason
Application action            Company name                   Date
Reason

Place  details  for all 'Yes'  answers  for  question  two in  Juvenile  Details
Section.

 Yes  No
          2.   Been  diagnosed  or been  treated by a physician or member of the
               medical  profession,   chiropractor,   counselor,  or  any  other
               professional for:

               (a)  disorder of the heart, circulatory,  blood, or immune system
                    (excluding HIV)?
                 
               (b)  abnormal growth, cyst, tumor, or cancer?

               (c)  disorder of the respiratory system?

               (d)  disorder  of the  digestive  system  such  as  the  stomach,
                    intestines, rectum, liver, gallbladder, esophagus?

               (e)  disorder of the urinary system, such as kidneys, bladder?

               (f)  disorder of the  endocrine / hormone  system?  If  diabetes:
                    Date of diagnosis -
                    Regulated by:
                    Insulin:  Daily dose (units)     Oral medication        Diet
                    Last blood sugar reading -       Fasting   Yes   No         
                    Date of Last Reading

                    Check all that apply:

                    Kidney disorder          Eye complications        Neuropathy
                    Circulatory problems     Recurrent infection
                    Other complications -

                    Care provider / Facility with records if other than primary 
                    care provider -

<PAGE>


               (g)  disorder of the nervous system including  psychological  and
                    psychiatric care? If seizures: 
                    Grand mal      Petit mal      Other -
                     

               (h)  disorder of the muscle,  skin,  bone, or joint? 

               (i)  disorder of the reproductive system?

               (j)  disorder of the eyes, ears, nose, or throat?

 Yes  No   3.  Other  than  reported  above,  within  the past 5 years,  has the
               juvenile:

               (a)  consulted  or been  advised to  consult a doctor,  hospital,
                    chiropractor,   clinic,   psychiatrist,   psychologist,   or
                    counselor for any reason?

               (b)  been medically  treated or evaluated at a hospital,  clinic,
                    or other  facility,  received  special  training  or special
                    schooling or been  medically  advised to have any treatment,
                    test, surgery, biopsy, or hospitalization not yet completed?

               (c)  been  advised  by  a  physician,  chiropractor,  or  medical
                    therapist  to restrict  or avoid  normal  activities  due to
                    illness or injury?

               (d)  taken any  prescription  drugs  other than those  previously
                    listed? If Yes, list below.

Prescription drug used                                 Date last used
Reason for use

Prescription drug used                                 Date last used
Reason for use

Prescription drug used                                 Date last used
Reason for used

Prescription drug used                                 Date last used
Reason for use

Prescription drug used                                 Date last used
Reason for use

Applicant:
Height            Weight       Name of primary care provider - Indicate if none.
  Ft    In           Lbs

Date last consulted           Reason last consulted              Recovery date

Type of treatment                      Medication prescribed

Place details for all 'Yes' answers for questions in Applicant Details Section.

Yes   No
          1.   Within the last 10 years have you had or do you  currently  have:
               cancer, heart attack, heart trouble,  insulin dependent diabetes,
               rheumatoid arthritis, disorder of the nervous system, or have you
               been  treated for or been  diagnosed  as having HIV  infection or
               Acquired Immune Deficiency Syndrome (AIDS)?

          2.   Within  the last five years  have you been  hospitalized  for any
               psychological / psychiatric  condition,  or within the last three
               years  have  you  received   treatment  or  medication   for  any
               psychological / psychiatric condition?
             

          3.   Within the last three  years have you been  disabled  for greater
               than two months or are you currently disabled?

                                       


<PAGE>


Section 1OA - Details For Juvenile Questions Answered 'Yes'

Question: No/Ltr         Type of disorder, injury, test        Date of diagnosis

Date of onset            Number of occurrences                 Treatment

Date of last hospitalization       
nursing home care, or home         
health care                        
                                   
Last occurrence date     Recovered  Yes  No     Recovery date      Surgery  date

Last consultation date   Time lost from work / school              Residuals 

Medication(s) currently taking 

Care provider / Facility with records if other than primary care provider

Complete for question 2b only - Location     Type: 
                                             Benign      Malignant      Unknown


Question: No/Ltr         Type of disorder, injury, test        Date of diagnosis

Date of onset            Number of occurrences                 Treatment

Date of last hospitalization       
nursing home care, or home         
health care                        
                                   
Last occurrence date     Recovered  Yes  No     Recovery date      Surgery  date

Last consultation date   Time lost from work / school              Residuals 

Medication(s) currently taking 

Care provider / Facility with records if other than primary care provider

Complete for question 2b only - Location     Type: 
                                             Benign      Malignant      Unknown


Question: No/Ltr         Type of disorder, injury, test        Date of diagnosis

Date of onset            Number of occurrences                 Treatment

Date of last hospitalization       
nursing home care, or home         
health care                        
                                   
Last occurrence date     Recovered  Yes  No     Recovery date      Surgery  date

Last consultation date   Time lost from work / school              Residuals 

Medication(s) currently taking 

Care provider / Facility with records if other than primary care provider

Complete for question 2b only - Location     Type: 
                                             Benign      Malignant      Unknown


Question: No/Ltr         Type of disorder, injury, test        Date of diagnosis

Date of onset            Number of occurrences                 Treatment

Date of last hospitalization       
nursing home care, or home         
health care                        
                                   
Last occurrence date     Recovered  Yes  No     Recovery date      Surgery  date

Last consultation date   Time lost from work / school              Residuals 

Medication(s) currently taking 

Care provider / Facility with records if other than primary care provider

Complete for question 2b only - Location     Type: 
                                             Benign      Malignant      Unknown

  
<PAGE>


Section 1OA - Details For Juvenile Questions Answered 'Yes' (Continued)


Question: No/Ltr         Type of disorder, injury, test        Date of diagnosis

Date of onset            Number of occurrences                 Treatment

Date of last hospitalization       
nursing home care, or home         
health care                        
                                   
Last occurrence date     Recovered  Yes  No     Recovery date      Surgery  date

Last consultation date   Time lost from work / school              Residuals 

Medication(s) currently taking 

Care provider / Facility with records if other than primary care provider

Complete for question 2b only - Location     Type: 
                                             Benign      Malignant      Unknown


Question: No/Ltr         Type of disorder, injury, test        Date of diagnosis

Date of onset            Number of occurrences                 Treatment

Date of last hospitalization       
nursing home care, or home         
health care                        
                                   
Last occurrence date     Recovered  Yes  No     Recovery date      Surgery  date

Last consultation date   Time lost from work / school              Residuals 

Medication(s) currently taking 

Care provider / Facility with records if other than primary care provider

Complete for question 2b only - Location     Type: 
                                             Benign      Malignant      Unknown


Question: No/Ltr         Type of disorder, injury, test        Date of diagnosis

Date of onset            Number of occurrences                 Treatment

Date of last hospitalization       
nursing home care, or home         
health care                        
                                   
Last occurrence date     Recovered  Yes  No     Recovery date      Surgery  date

Last consultation date   Time lost from work / school              Residuals 

Medication(s) currently taking 

Care provider / Facility with records if other than primary care provider

Complete for question 2b only - Location     Type: 
                                             Benign      Malignant      Unknown

Additional Underwriting Information







<PAGE>


Section 10B - Details For Applicant Questions Answered 'Yes'

Question: No/Ltr         Type of disorder, injury, test        Date of diagnosis

Date of onset            Number of occurrences                 Treatment       

Date of last hospitalization
nursing home care, or home  
health care                                                                   
                                                                               
Last occurrence date     Recovered   Yes   No    Recovery date      Surgery date

Last consultation date   Time lost from work / school               Residuals 

Medication(s) currently taking 

Care provider / Facility with records if other than  primary care provider

Complete for question 1 only - Location of Cancer


Question: No/Ltr         Type of disorder, injury, test        Date of diagnosis

Date of onset            Number of occurrences                 Treatment     

Date of last hospitalization
nursing home care, or home  
health care                                                                   
                                                                              
Last occurrence date     Recovered   Yes   No    Recovery date      Surgery date

Last consultation date   Time lost from work / school               Residuals 

Medication(s) currently taking 

Care provider / Facility with records if other than  primary care provider

Complete for question 1 only - Location of Cancer


Question: No/Ltr         Type of disorder, injury, test        Date of diagnosis

Date of onset            Number of occurrences                 Treatment       

Date of last hospitalization
nursing home care, or home  
health care                                                                 
                                                                             
Last occurrence date     Recovered   Yes   No    Recovery date      Surgery date

Last consultation date   Time lost from work / school               Residuals 

Medication(s) currently taking 

Care provider / Facility with records if other than  primary care provider

Complete for question 1 only - Location of Cancer


Additional Underwriting Information








<PAGE>


Section 11 - Beneficiary Designation                        

If  you  are  completing  the  application  on  paper,  complete  a  beneficiary
designation form printed from the forms package.

If new certificate is result of Term Conversion,  beneficiary designation is for
new certificate only. To change  designation on existing  certificate,  complete
separate beneficiary form printed from Forms Sustem.

Section 12 - Agreement And Authorization

  I understand and agree that:

1.   I have personally read (or have had read to me) and verified all statements
     and answers  provided to the AAL  district  representative  as part of this
     application  which includes:  a. New Account  information,  and b. Variable
     Life application.

2.   I have  received and reviewed the current  prospectus  for the AAL Variable
     Life  insurance  contract and  underlying  mutual funds.  I understand  the
     provisions of the prospectus and agree to its terms.
  

3.   Any false or  incomplete  statements  or answers  may result in the loss of
     coverage.

4.   This application will become part of the Variable Life contract.
 
5.   No change in this application shall be made without my written consent.

6.   No  representative of AAL except the president or secretary of AAL can make
     or alter any contract or waive any of AAL's rights or requirements.

<PAGE>


Section 12 - Agreement And Authorization (Continued)

7.   I have  received the Notice Of  Insurance  Information  Practices.  AAL can
     release information to the MIB pursuant to this notice.

8.   No coverage shall take effect under the certificate  applied for unless and
     until: a. the  certificate is delivered:  b. the first full premium is paid
     during the lifetime of the person to be covered- and c. the insurability of
     the person to be covered remains as described in this application.
        
9.   AAL  reserves  the right to allocate  premium  payments to the money market
     subaccount  until the  expiration  of the free look period in those  states
     that  require a full refund of premium  during the free lock  period.  More
     detailed  information on the allocation of premium payments during the free
     look period is contained in the prospectus.

10.  Under the life insurance  contract applied for, the Cash Value may increase
     or decrease in accordance  with the experience of the separate  account and
     is not guaranteed as to dollar amount (except for the 4% minimum return for
     any portion of cash value you invest in the Fixed Account).
        

11.  Under the life insurance  contract applied for, the Death Benefit will vary
     when you select the Variable Death Benefit  Option.  The Death Benefit will
     never be less than the Specified  Amount as long as the  Certificate  is in
     force.

12.  The date of this  application is the date the  application is signed by the
     proposed insured.

Authorization To Obtain Information

I authorize the release of my medical or nonmedical  information available on me
or my minor  children  to AAL from:  any  provider  of health  care; a  consumer
reporting agency an employer; an insurance or reinsuring company; an insurance
agent; a governmental or other  organization;  the MIB, a family member or other
person. 
This information includes:  diagnosis or medical history; psychiatric history or
treatment;  results of genetic tests  treatment and prognosis of any physical or
mental condition drug or alcohol abuse history or treatment.
I also authorize the release to AAL of test results or  information  relating to
HIV or confirmed diagnosis of or treatment for any sexually  transmitted disease
as required by law in my state.
I understand  that AAL may use this  information  to determine  eligibility  for
benefits under any existing  certificate.  I further authorize AAL and the above
sources,  except the MIB, to provide the information to any reinsurers any legal
agent employed by AAL, or to any insurance company or broker selected by AAL for
the sole purpose of securing insurance coverage for me.
AAL will only release this  information to  organizations  performing  business,
insurance,  or legal services in connection with this application or claim or as
may be lawfully required.
I agree that copies of this  authorization may be used in place of the original.
I may also request a copy.
This  authorization  is valid for two years  from the date  shown  below  unless
revoked earlier. I have read (or have had read to me) the statements and answers
made on this  application.  The  signature  below  applies to all  sections  and
statements on this application.

Signed at                     City              State



Signature of parent or guardian / Date signed (mo/day/yr)               



Signature of applicant / controller                                      
Date signed (mo/day/yr)



Signature of member / Date signed (mo/day/yr)                           



Signature of owner / Date signed (mo/day/yr)   
                          

     Caution:  If your answers on this application are incorrect or untrue,  AAL
     may have the right to deny benefits or rescind your certificate.

I certify that I have asked all  questions and recorded all answers as they were
given to me and  reviewed  these with the  proposed  insured.  

To the best of my knowledge,  the certificate  applied for is is not intended to
replace any part of, or all of, another contract.

Signature of AAL representative         Date signed (mo/day/yr)       

DR name / Code number / ID



<PAGE>


Section 13 - Representative's Information

     1.   Requirements arranged for:

               Nonmedical only
               Paramedical examination (use HO approved only)
               Medical examination by MD
               Resting 12-lead electrocardiogram
               Blood Chemistry Profile (BCP)
               Other screening -
               Lab code number -

Do you want the home office to electronically order the paramed exam, EKG, 
and/or BCP?
      Yes:  Facility name -
      No                      (Electronic ordering can only be done with
                               transmitted applications)

Field initiated Attending Physician's Statement -

Doctor / Facility name             Facility name

     2a.  Primary care provider address for juvenile proposed insured

Name

Address                       City      State     ZIP Code      Telephone number

     2b.  Primary care provider address for applicant
     
Name

Address                       City      State     ZIP Code      Telephone number

     3.   Other care provider addresses for juvenile proposed insured

Question-.           Name                     City
No / Ltr             Address                  State ZIP Code Telephone number

Question-.           Name                     City
No / Ltr             Address                  State ZIP Code Telephone number

Question-.           Name                     City
No / Ltr             Address                  State ZIP Code Telephone number

Question-.           Name                     City
No / Ltr             Address                  State ZIP Code Telephone number

Question-.           Name                     City
No / Ltr             Address                  State ZIP Code Telephone number

Question-.           Name                     City
No / Ltr             Address                  State ZIP Code Telephone number

Question-.           Name                     City
No / Ltr             Address                  State ZIP Code Telephone number

4. Your estimate of           Annual income (amt)           Other income (amt) 
   proposed insured's:        Other income (source)         Net worth

Yes  No
          5.   Did  you  personally  see  the  proposed  insured  and  ask  each
               question? If no, explain -
   
          6.   Did the proposed insured or proposed insured's family contact you
               for this coverage?

          7.   (a) Do you claim  production  credit on an assigned  congregation
               basis? If no, explain -

               Complete only if you are the servicing representative but not the
               DR of the  branch  listed.  

               Service  override  number          Reason for override

               (b) Should the application credit be split? If Yes, list below.

Agent Identification Number     Split Percent
                                %                                          Note:
                                %                        The total split percent
                                %                               must equal 100%.
                                %


<PAGE>


          8.   (a) Does the proposed insured have any other applications pending
               or being  submitted  other than this  application?  If Yes,  list
               below.
             

          (b)  Does any other family member have applications  pending with AAL?
               If Yes, list below.

               Name                          Date Applied                   Plan





          9.   List amount of total  non-AAL life  insurance  that is inforce or
               pending for juvenile: $

          10.  List amount of total  non-AAL life  insurance  that is inforce or
               pending for applicant: $

          11.  Purpose for insurance?

              Estate liquidity (estate taxes, clearance costs)
              Business insurance
              Family protection (income replacement, survivor, retirement, etc.)
              Loan

          12.  Will this application be electronically transmitted?

Additional Details






To the best of my knowledge and belief.

A.   know nothing  about the proposed  insured's  health,  habits,  or lifestyle
     affecting insurability which has not been stated in this application.
     

B.   Required   disclosures,   outline(s)  of  coverage,   Notice  Of  Insurance
     Information Practices,  Buyer's Guide, Prospectus,  and Receipt For Payment
     And Conditional  Temporary  Coverage  Agreement were left with the proposed
     insured.

Signature of AAL representative / Date signed (mo/day/yr)  
    




   
March 24, 1998

Aid Association For Lutherans
4321 North Ballard Road
Appleton, WI  54919-0001

In my capacity as a Director  and  Associate  Actuary  for Aid  Association  for
Lutherans (AAL), I have provided actuarial advice concerning:

A.   The  preparation of the  registration  statement of Form S-6 to be filed by
     Aid  Association  for Lutherans and AAL Variable Life  Insurance  Account I
     with the Securities and Exchange  Commission (SEC) under the Securities Act
     of  1933  with  respect  to  the  AAL  Variable  Universal  Life  insurance
     certificate (the "Registration Statement"); and

B.   The  preparation of the certificate  forms for the variable  universal life
     insurance  certificate   described  in  the  registration   statement  (the
     "Certificate").

It is my professional opinion that:

1.   Pursuant to Section  26(e)(2)(A) of the Investment Company Act of 1940, the
     fees and charges deducted on AAL Variable  Universal Life Certificate (Form
     S-6) in the aggregate, are reasonable in relation to the services rendered,
     the  expenses  expected  to be  incurred,  and  the  risks  assumed  by Aid
     Association for Lutherans.

2.   The illustrations of death benefits, cash, value, surrender value and total
     premiums  paid plus  interest at 5% shown in the  prospectus,  based on the
     assumptions stated in the illustration,  are consistent with the provisions
     of the  Certificate.  The rate  structure of the  Certificate  has not been
     designed so as to make the relationship  between premiums and benefits,  as
     shown in the  illustrations  included,  appear to be  correspondingly  more
     favorable to prospective buyers than other  illustrations  which could have
     been  provided at other  combinations  of ages,  sex of the insured,  death
     benefit option and amount, and premium amounts.

3.   All other  numerical  examples shown in the prospectus are consistent  with
     the  Certificate  and our  practices,  and have not been designed to appear
     more favorable to  prospective  buyers than other examples which could have
     been provided.

I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement  and  the  use of my  name  under  the  heading  of  "Experts"  in the
Prospectus.

/s/ David C. Vanden Heuvel

David C. Vanden Heuvel, FSA, MAAA
Director and Associate Actuary
Aid Association for Lutherans
    



   
                         CONSENT OF INDEPENDENT AUDITORS


We consent to the  reference to our firm under the caption  "Experts" and to the
use of our report dated January 28, 1998, in the  Registration  Statement  (Form
S-6) and  related  Prospectus  of AAL  Variable  Life  Account I filed  with the
Securities and Exchange Commission in this Post-Effective Amendment No. 1 to the
Registration  Statement  under the  Securities  Act of 1933 (File No.  333-31011
811-08289).

                                                            /s/ Ernst & Young

March 31, 1998
Milwaukee, Wisconsin
    





   
March 30, 1998



VIA EDGAR

Securities and Exchange Commission
Division of Investment Management
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC  20549

         Re:      AAL Variable Life Account 1 (the "Registrant")
                  1933 Act Registration No. 333-31011
                  CIK #0000927649
                  Post-Effective Amendment No. 1 to Form S-6
                  Filed in Accordance with Rule 485(b)

Ladies & Gentlemen:

         This letter relates to the Registrant's filing, pursuant to Rule 485(b)
under the Securities Act of 1933 (the "1933 Act"), of  Post-Effective  Amendment
No. 1 under the 1933 Act (the "Amendment") to its Registration Statement on Form
S-6 (the  "Registration  Statement").  As legal  counsel to the  Registrant,  we
assisted in the  preparation  of the Amendment and we certify that the Amendment
does not contain  any  disclosures  that would  render it  ineligible  to become
effective  immediately  on March 31, 1998 pursuant to Rule 485(b) under the 1933
Act.

         Please  direct any questions or comments  regarding  this filing to the
undersigned at (414) 277-5677.

Sincerely yours,

QUARLES & BRADY

/s/ Cheryl A. Johnson

Cheryl A. Johnson

    

CAJ:ljg




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