AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST
S-6EL24, 1997-07-31
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      As filed with the Securities and Exchange Commission on July 31, 1997
                           Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington. D.C. 20549

                                    FORM S-6

                    FOR REGISTRATION UNDER THE SECURITIES ACT
                    OF 1933 OF SECURITIES OF UNIT INVESTMENT
                        TRUSTS REGISTERED ON FORM N-8B-2

               AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST OF
                     AMERICAN UNITED LIFE INSURANCE COMPANY(R)
                              (Exact Name of Trust)

                    AMERICAN UNITED LIFE INSURANCE COMPANY(R)
                               (Name of Depositor)

                               One American Square
                                  P.O. Box 368
                        Indianapolis, Indiana 46206-0368
               (Address of Depositor's Principal Executive Office)

                              John C. Swhear, Esq.
                                     Counsel
                    American United Life Insurance Company(R)
                               One American Square
                                  P.O. Box 368
                        Indianapolis, Indiana 46206-0368
               (Name and Address of Agent for Service of Process)

                                   Copies to:
                                Jeffrey S. Puretz
                          Dechert Price & Rhoads 
                              1500 K Street, N.W.
                             Washington, D.C. 20005


          Title  of  securities  being  registered:  Interests  in the  Separate
          Account under  Flexible  Premium  Adjustable  Variable Life  Insurance
          Policies.

          Proposed  maximum  aggregate  offering  price  to  the  public  of the
          securities  being   registered:   The  Registrant  is  registering  an
          indefinite  number  of  securities  under the  Securities  Act of 1933
          pursuant  to Rule 24f-2 under the  Investment  Company Act of 1940 and
          will file its Rule 24f-2  Notice for the fiscal year  ending  December
          31, 1997 on or before March 31, 1998.

          Amount of filing fee: None.

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

<PAGE>

               AUL American Individual Variable Life Unit Trust of
                    American United Life Insurance Company(R)

                           Flexible Premium Adjustable
                        Variable Life Insurance Policies

                             RECONCILIATION AND TIE

                  (Form N-8B-2 Items required by Instruction as
                         to the Prospectus in Form S-6)

<TABLE>
<S>     <C>                                              <C>  

Form N-8B-2                                                    Form S-6
Item Number                                              Heading in Prospectus

1.       (a) Name of trust............................   Prospectus front cover

         (b) Title of securities issued..............    Prospectus front cover

2.       Name and address of each depositor..........    Prospectus front cover

3.       Name and address of trustee.................    N/A

4.       Name and address of each principal
           underwriter...............................    Sale of the Policies

5.       State of organization of trust..............    Separate Account

6.       Execution and termination of trust
           agreement.................................    Separate Account

9.       Litigation.................................     Other Information About the 
                                                          Policies and AUL - Litigation

                      II. General Description of the Trust
                           and Securities of the Trust

10.      (a)      Registered or bearer                    Summary and Diagram
                    securities........................     of the Policy

         (b)      Cumulative or distributive              Summary and Diagram
                    securities.........................    of the Policy

                                       i
<PAGE>


         (c)   Withdrawal or Redemption...............    Cash Benefits - Policy Loans; Cash
                                                            Benefits - Surrendering the Policy for
                                                            Net Cash Value

         (d)   Conversion, transfer, etc................   Premium Payments and Allocations -  
                                                            Transfer Privilege; Premium Payments and Allocations
                                                            - Dollar Cost Averaging Program;
                                                            Premium Payments and Allocations -
                                                            Portfolio Rebalancing Program; Cash Benefits
                                                            - Policy Loans; Cash Benefits - Partial
                                                            Surrenders; Other Policy Benefits and
                                                            Provisions Exchange for Paid-Up Policy

         (e)  Lapse or Default..........................    Premium Payments and Allocations - Premium Payments to Prevent Lapse;
                                                             Other Policy Benefits and Provisions - Reinstatement

         (f)  Voting rights.............................    Other Information About the Policies and AUL - Voting Rights

         (g)  Notice to security holders...............     Other Policy Benefits and Provisions -
                                                             Changes in the Policy or Benefits;
                                                             Other Policy Benefits and Provisions
                                                             Reports to Policy Owners; Other
                                                             Information About the Policies and
                                                             AUL  - Addition, Deletion or
                                                             Substitution of Investments

         (h)  Consents required........................     Other Information About the
                                                              Policies and AUL  - Voting Rights;
                                                              Other Policy Benefits and Provisions
                                                              - Changes in the Policy or
                                                              Benefits; Other Information About
                                                              the Policies and AUL  - Voting
                                                              Rights; Other Information About
                                                              the Policies and AUL  - Addition,
                                                              Deletion or Substitution of Investments
                                       ii
<PAGE>




         (i)  Other provisions.........................     Premium Payments and Allocations; Charges and Deductions;
                                                             Death Benefits and Changes in Face Amount; Cash
                                                             Benefits; Summary and Diagram of the
                                                             Policy; Fixed Account

11.      Type of securities comprising units...........     Prospectus front cover; General
                                                             Information About AUL, the Separate
                                                             Account and the Funds

12.      Certain information regarding periodic
          payment plan certificates....................     General Information About AUL, the
                                                             Separate Account and the Funds- The Funds

13.      (a)      Load, fees, expenses, etc.............    Charges and Deductions

         (b)      Certain information regarding
                    periodic payment plan
                    certificates........................    N/A

         (c)      Certain percentages...................    Charges and Deductions

         (d)      Certain other fees, etc...............    Charges and Deductions

         (e)      Certain other profits or benefits.....    Premium Payments and Allocations
                                                             - Transfer Privilege;  Fixed Account
                                                             Transfers from Fixed Account; Illustrations
                                                             of Account Values,  Cash Values,
                                                             Death Benefits and Accumulated
                                                             Premium Payments

         (f)     Other benefits..........................   General Information About AUL, the
                                                             Separate Account and the Funds - The Funds

         (g)     Ratio of annual charges to
                  income..................................  N/A

                                      iii

<PAGE>




14.      Issuance of trust's securities................     Summary and Diagram of the Policy; Premium Payments
                                                             and Allocations

15.      Receipt and handling of payments                   Premium Payments and
           from purchasers.............................      Allocations

16.      Acquisition and disposition of                     General Information About AUL,
           underlying securities ......................      the Separate Account and the Funds; Charges and 
                                                             Deductions- Fund Expenses

17.      Withdrawal or redemption......................     Premium Payments and Allocations-Transfer 
                                                             Privilege; Fixed Account Transfers from
                                                             Fixed Account; Fixed Account - Payment
                                                             Deferral; Charges and Deductions -
                                                             Surrender Charge; Cash Benefits -
                                                             Surrendering the Policy for Net Cash Value;
                                                             Cash Benefits - Policy Loans; Cash Benefits
                                                             - Partial Surrenders; Cash Benefits -
                                                             Settlement Options; Other Information
                                                             About the Policies and AUL  - Reinstatement

18.      (a)     Receipt, custody and                        General Information About AUL,
                  disposition of income ...............      the Separate Account and the
                                                              Funds - Separate Account; Other
                                                              Policy Benefits and Provisions -
                                                              Dividends; Tax Considerations

         (b)      Reinvestment of
                    distributions......................      N/A

         (c)      Reserves or special funds............      N/A

         (d)      Schedule of distributions............      N/A

19.      Records, accounts and reports.................      Other Policy Benefits and Provisions - Reports to Policy Owners

                                       iv
<PAGE>



20.      Certain miscellaneous provisions
           of trust agreement:

         (a)      Amendment............................     N/A

         (b)      Termination..........................     N/A

         (c)      and (d) Trustee, removal and
                    successor..........................     N/A

         (e)      and (f) Depositors, removal
                    and successor......................     N/A

21.      Loans to security holders.....................     Cash Benefits - Policy Loans

22.      Limitations on liability......................     N/A

23.      Bonding arrangements..........................     N/A

24.      Other material provisions of
           trust agreement..............................    Other Information About the
                                                             Policies and AUL

                        III. Organizations, Personnel and
                             Affiliated Persons of Depositor

25.      Organization of depositor.....................     AUL

26.      Fees received by depositor

         (a)      Under the policies...................     N/A

         (b)      From the Funds.......................     General Information About AUL, the 
                                                             Separate Account and the Funds - The Funds

27.      Business of depositor.........................     General Information About AUL, the
                                                             Separate Account and the Funds - AUL

28.      Certain information as to officials
          and affiliated persons of depositor..........     Other Information About the
                                                             Policies and AUL - AUL Directors and
                                                              Executive Officers
                                       v
<PAGE>

29.      Voting securities of depositor................     N/A

30.      Persons controlling depositor.................     N/A

31.      Payments by depositor for certain
           services rendered to trust..................     N/A

32.      Payments by depositor for certain
           other services rendered to
           trust.......................................     N/A

33.      Remuneration of employees of
           depositor for certain services
           rendered to trust...........................     N/A

34.      Remuneration of other persons
           for certain services rendered
           to trust....................................     N/A

                  IV. Distribution and Redemption of Securities

35.      Distribution of trust's securities
           by states...................................     N/A

37.      Revocation of authority to
           distribute..................................     N/A

38.      (a)   Method of distribution..................     Other Information About the Policies
                                                             and AUL - Sale of the Policies

         (b)   Underwriting agreements.................     Other Information About the Policies
                                                             and AUL - Sale of the Policies

         (c)   Selling agreements......................     Other Information About the Policies
                                                             and AUL - Sale of the Policies

39.      (a)      Organization of principal
                    underwriters.......................     See Item 25


                                       vi

<PAGE>



         (b)      N.A.S.D. membership of
                   principal underwriters..............     Other Information About the Policies
                                                             and AUL - Sale of the Policies

40.      Certain fees received by principal
           underwriters................................     See Item 26

41.      (a)      Business of each principal
                    underwriter........................     See Item 27

42.      Ownership of trust's securities
           by certain persons..........................     N/A

43.      Certain brokerage commissions
           received by principal
           underwriters................................     N/A

44.      (a)      Method of valuation..................     How Your Account Values Vary

         (b)      Schedule as to offering
                    price..............................     Charges and Deductions

         (c)      Variation in offering price
                    to certain persons.................     Charges and Deductions

45.      Suspension of redemption rights...............      N/A

46.      (a)  Redemption Valuation.....................      How Your Account Value Varies; Cash
                                                              Benefits - Surrender Charge

         (b)  Schedule as to redemption
               price....................................     Cash Benefits - Surrender Charge

47.      Maintenance of position in
          underlying securities........................      General Information About AUL,
                                                              the Separate Account and the
                                                              Funds Separate Account; General
                                                              Information About AUL, the
                                                              Separate Account and the Funds
                                                              -  The Funds; Premium Payments
                                                              and Allocations - Premium Allocations
                                                              and Crediting
                                      vii
<PAGE>

               V. Information Concerning the Trustee or Custodian

48.      Organization and regulation of
           trustee.....................................     N/A

49.      Fees and expenses of trustees.................     N/A

50.      Trustee's lien................................     N/A

                     VI. Information Concerning Insurance of
                              Holders of Securities

51.      Insurance of holders of trust's                    Summary and Diagram of the
          securities...................................      Policy; General Information
                                                             About AUL, the Separate Account and the
                                                             Funds; Death Benefit and Changes in
                                                             Face Amount; Cash Benefits; Other
                                                             Policy Benefits and Provisions; Other
                                                             Information About the Policies and AUL;
                                                             Premium Payments and Allocations

52.      (a)      Provisions of trust agreement
                    with respect to selection or
                    elimination of underlying
                    securities.........................     Other Information About the Policies
                                                              and AUL - Addition, Deletion or
                                                              Substitution of Investments; General
                                                              Information About AUL, the Separate
                                                              Account and the Funds

         (b)      Transactions involving elimination
                    of underlying securities...........     N/A

         (c)      Policy regarding substitution
                    or elimination of under-
                    lying securities...................    See Item 52(a)

         (d)      Fundamental policy not other-
                    wise covered.......................    N/A

53.      Tax status of trust...........................    Tax Considerations

                                      viii
<PAGE>



                   VIII. Financial and Statistical Information

54.      Trust's securities during last
           ten years...................................     N/A

55.      Trust's securities during last
           ten years...................................     N/A

</TABLE>

<PAGE>

                                   PROSPECTUS

           FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY

                     American United Life Insurance Company(R)
                               One American Square
                                  P.O. Box 368
                        Indianapolis, Indiana 46206-0368


This Prospectus  describes a flexible premium adjustable variable life insurance
policy (the  "Policy")  offered by American  United  Life  Insurance  Company(R)
("AUL,"  "we,"  "us" or  "our").  The Policy is  designed  to provide  insurance
protection  on the Insured (or Insureds if you choose the Last  Survivor  Rider)
named in the Policy,  and at the same time provide you with the  flexibility  to
vary the amount and timing of premium payments and to change the amount of death
benefits payable under the Policy.  This  flexibility  allows you to provide for
your changing insurance needs under a single insurance Policy.

You also have the  opportunity to allocate Net Premiums and Account Value to one
or more Investment  Accounts of the AUL American  Individual  Variable Life Unit
Trust  (the  "Separate  Account")  and to  AUL's  general  account  (the  "Fixed
Account"),  within limits. This Prospectus generally describes only that portion
of the Account Value allocated to the Separate  Account.  For a brief summary of
the Fixed Account,  see "Fixed  Account." The assets of each Investment  Account
are invested in a corresponding  mutual fund portfolio  (each, a "Portfolio") of
AUL American  Series Fund,  Inc.,  Alger American  Portfolio,  American  Century
Variable  Portfolios,  Inc., Fidelity Variable Insurance Products Fund, Fidelity
Variable Insurance Products Fund II, and T. Rowe Price Equity Series, Inc. (each
a "Fund"). Each Fund, and its Portfolio(s), is managed by the investment adviser
shown below:
<TABLE>
<S>                                                  <C>
     
Fund                                                 Investment Adviser

AUL American Series Fund, Inc.                       AUL
     AUL American Equity Portfolio
     AUL American Bond Portfolio
     AUL American Money Market Portfolio
     AUL American Managed Portfolio

Alger American Fund                                  Fred Alger & Company
     Alger American Growth Portfolio

American Century Variable Portfolios, Inc.           American Century Investment Management, Inc.
     VP Capital Appreciation
     VP International

Fidelity Variable Insurance Products Fund            Fidelity Management & Research Company
     Equity-Income Portfolio
     Growth Portfolio
     High Income Portfolio
     Overseas Portfolio

<PAGE>


Fidelity Variable Insurance Products Fund II         Fidelity Management & Research Company
     Asset Manager Portfolio
     Contrafund
     Index 500 Portfolio
     Money Market Portfolio

T. Rowe Price Equity Series, Inc.                    T. Rowe Price Associates, Inc.
     T. Rowe Price Equity Income Portfolio
</TABLE>

The prospectuses for the Funds describe their respective  Portfolios,  including
the risks of investing in the Portfolios,  and provide other  information on the
Funds.

You can select from two death  benefit  options  available  under the Policy:  a
level death benefit  ("Option 1") and a death benefit that  fluctuates  with the
Account Value ("Option 2"). AUL guarantees that the Death Benefit  Proceeds will
never be less than the specified  Death  Benefit in force (less any  outstanding
loan and loan  interest  and plus any  benefits  provided  by  rider) so long as
sufficient premiums are paid to keep the Policy in force.

The Policy  provides  for a Net Cash Value that can be obtained by  surrendering
the Policy.  Because this value is based on the performance of the Portfolios of
the Funds,  to the extent of  allocations to the Separate  Account,  there is no
guaranteed minimum Net Cash Value.

If the Net Cash Value is insufficient  to cover the Monthly  Deduction under the
Policy, the Policy will lapse without value. However, AUL guarantees to keep the
Policy in force during the Guarantee  Period, so long as we receive from you the
Required  Premium  for  the  Guarantee  Period,  and so long  as  certain  other
conditions are met. The Policy also permits loans and Partial Surrenders, within
limits.

It may not be  advantageous  to replace  existing  insurance  with this  Policy.
Within certain limits,  you may return the Policy,  or exchange it for a paid-up
policy for a reduced Death Benefit that provides  benefits that do not vary with
the investment results of a separate account.

THIS PROSPECTUS PRESENTS INFORMATION YOU SHOULD KNOW BEFORE DECIDING TO PURCHASE
A POLICY. IT SHOULD BE RETAINED FOR FUTURE REFERENCE. PROSPECTUSES FOR THE FUNDS
SHOULD BE READ IN CONJUNCTION WITH THIS PROSPECTUS.

AN INVESTMENT IN THE POLICY IS NOT A DEPOSIT OR OBLIGATION  OF, OR GUARANTEED OR
ENDORSED  BY, ANY BANK,  NOR IS THE  POLICY  FEDERALLY  INSURED  BY THE  FEDERAL
DEPOSIT INSURANCE  CORPORATION OR ANY OTHER GOVERNMENT  AGENCY. AN INVESTMENT IN
THE POLICY  INVOLVES  CERTAIN  RISKS,  INCLUDING  THE LOSS OF  PREMIUM  PAYMENTS
(PRINCIPAL).

                                       2

<PAGE>


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

                The Date of this Prospectus is __________, 1997.

                                       3
<PAGE>


                               PROSPECTUS CONTENTS
                                                                           Page

DEFINITIONS OF TERMS........................................... ..............7

SUMMARY AND DIAGRAM OF THE POLICY............................................11

GENERAL INFORMATION ABOUT AUL, THE SEPARATE ACCOUNT AND THE FUNDS............15
         AUL.................................................................15
         Separate Account....................................................15
         The Funds...........................................................15

PREMIUM PAYMENTS AND ALLOCATIONS.............................................18
         Applying for a Policy................................... ...........18
         Right to Examine Policy.............................................19
         Premiums............................................................19
         Premium Payments to Prevent Lapse...................................20
         Premium Allocations and Crediting...................................21
         Transfer Privilege..................................................22
         Dollar Cost Averaging Program.......................................23
         Portfolio Rebalancing Program.......................................23

FIXED ACCOUNT................................................................24
         Minimum Guaranteed and Current Interest Rates.......................24
         Calculation of the Fixed Account Value..............................25
         Transfers from the Fixed Account....................................25
         Payment Deferral....................................................25

CHARGES AND DEDUCTIONS.......................................................25
         Premium Expense Charges.............................................25
         Monthly Deduction...................................................25
         Mortality and Expense Risk Charge...................................27
         Surrender Charge....................................................27
         Taxes...............................................................28
         Special Uses........................................................28
         Fund Expenses.......................................................28

HOW YOUR ACCOUNT VALUES VARY.................................................28
         Determining the Account Value.......................................29
         Cash Value and Net Cash Value.......................................30

DEATH BENEFIT AND CHANGES IN FACE AMOUNT.................................. ..30
         Amount of Death Benefit Proceeds....................................31
         Initial Face Amount and Death Benefit Option..................... ..31
         Changes in Death Benefit Option.....................................31
         Changes in Face Amount..............................................32
 
                                       4
<PAGE>

        Selecting and Changing the Beneficiary...............................33

CASH BENEFITS................................................................33
         Policy Loans........................................................33
         Surrendering the Policy for Net Cash Value..........................34
         Partial Surrenders..................................................35
         Settlement Options..................................................35
         Specialized Uses of the Policy......................................36
         Life Insurance Retirement Plans.....................................36
         Risks of Life Insurance Retirement Plans............................37

ILLUSTRATIONS OF ACCOUNT VALUES, CASH VALUES, DEATH BENEFITS AND ACCUMULATED
 PREMIUM PAYMENTS............................................................38

OTHER POLICY BENEFITS AND PROVISIONS.........................................47
         Limits on Rights to Contest the Policy..............................47
         Changes in the Policy or Benefits...................................48
         Change of Insured...................................................48
         Exchange for Paid-Up Policy.........................................48
         When Proceeds Are Paid..............................................48
         Dividends...........................................................49
         Reports to Policy Owners............................................49
         Assignment..........................................................49
         Reinstatement.......................................................49
         Rider Benefits......................................................49

TAX CONSIDERATIONS...........................................................52
         Tax Status of the Policy............................................52
         Tax Treatment of Policy Benefits....................................53
         Estate and Generation Skipping Taxes................................55
         Life Insurance Purchased for Use in Split Dollar Arrangements.......56
         Non-Individual Ownership of Contracts...............................56
         Possible Charge for AUL's Taxes.....................................56

OTHER INFORMATION ABOUT THE POLICIES AND AUL.................................57
         Policy Termination..................................................57
         Resolving Material Conflicts........................................57
         Addition, Deletion or Substitution of Investments...................57
         Voting Rights.......................................................58
         Sale of the Policies................................................59
         AUL Directors and Executive Officers................................59
         State Regulation....................................................64
         Additional Information..............................................64
         Independent Auditors................................................64
         Litigation..........................................................64
         Legal Matters.......................................................64
         Financial Statements................................................64
 
                                      5

<PAGE>

THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH
SUCH  OFFERING MAY NOT BE LAWFULLY  MADE.  NO PERSON IS  AUTHORIZED  TO MAKE ANY
REPRESENTATIONS  IN CONNECTION  WITH THE OFFERING OTHER THAN THOSE  CONTAINED IN
THIS PROSPECTUS,  THE PROSPECTUSES OF THE FUNDS, OR THE STATEMENTS OF ADDITIONAL
INFORMATION OF THE FUNDS.

                                       6
<PAGE>


                              DEFINITIONS OF TERMS

ACCOUNT VALUE

          The Account Value is the sum of your interest in the Variable Account,
          the Fixed Account, and the Loan Account.

AGE

          Issue Age means the  Insured's age as of the Contract  Date.  Attained
          Age  means the Issue Age  increased  by one for each  complete  Policy
          Year.

CASH VALUE

          The Cash Value is the Account Value less the Surrender Charge.

CONTRACT DATE

          The  date  from  which  Monthiversaries,   Policy  Years,  and  Policy
          Anniversaries are measured.  Suicide and incontestability  periods are
          measured from the Contract Date.

DEATH BENEFIT AND DEATH BENEFIT PROCEEDS

          This Policy has two death benefit options.  The Death Benefit Proceeds
          are the Death  Benefit less any  outstanding  loan and loan  interest,
          plus any benefits provided by rider.

FACE AMOUNT

          The Face Amount  shown on the Policy  Data Page of the  Policy,  or as
          subsequently changed.

FIXED ACCOUNT

          An account which is part of our general account, and is not part of or
          dependent on the investment performance of the Variable Account.

GUARANTEE PERIOD

          The period  shown on the Policy Data Page during which the Policy will
          remain in force if cumulative  premiums less any outstanding  loan and
          loan  interest  and Partial  Surrenders  equal or exceed the  Required
          Premium for the Guarantee  Period.  The Guarantee Period terminates on
          any Monthiversary that the test fails.

HOME OFFICE

          One American Square, P.O. Box 368, Indianapolis, Indiana 46206-0368.

                                       7

<PAGE>


INSURED

          The insured  named on the Policy Data Page of the Policy.  The Insured
          may or may not be the Owner.  An available rider provides for coverage
          on the lives of two Insureds.

INVESTMENT ACCOUNTS

          One  or  more  of  the  subdivisions  of the  Separate  Account.  Each
          Investment Account is invested in a different Portfolio.

ISSUE DATE

          The date the Policy is issued.

LOAN ACCOUNT

          A portion of the Account Value which is collateral for loan amounts.

MINIMUM INSURANCE PERCENTAGE

          The minimum  percentage  of  insurance  required to qualify the Policy
          under the Internal  Revenue  Code. A table of these  amounts is on the
          Policy Data Page of your Policy.

MODIFIED ENDOWMENT

          A  classification  of policies  determined  under the Internal Revenue
          Code to be modified endowment contracts,  which affects the tax status
          of distributions from the Policy.

MONTHIVERSARY

          The same date of each month as the Contract  Date. If a  Monthiversary
          falls on a day which is not a Valuation  Date,  the  processing of the
          Monthiversary will be the next Valuation Date.

NET CASH VALUE

          Cash Value less outstanding loans and loan interest.

NET PREMIUM

          The total premium paid reduced by premium expense charges.

OWNER

          The owner named in the application for a Policy, unless changed.

                                       8

<PAGE>


PARTIAL SURRENDER

          A withdrawal of a portion of the Account Value.

POLICY ANNIVERSARY

          The same date each year as the Contract Date.

POLICY DATA PAGE

          The Policy Data Page in your Policy,  or the supplemental  Policy Data
          Page most recently sent to you by us.

POLICY YEAR

          One year from the Contract Date and from each Policy Anniversary.

PORTFOLIO

          A separate investment fund in which the Separate Account invests.

PROPER NOTICE

          Notice that is received at our Home Office in a form acceptable to us.

REQUIRED PREMIUM FOR THE GUARANTEE PERIOD

          The amount that must be paid on a cumulative basis to keep this Policy
          in force during the Guarantee Period.

RISK AMOUNT

          The Death Benefit divided by 1.00246627 less the Account Value.

SEPARATE ACCOUNT

          AUL American Individual Variable Life Unit Trust. The Separate Account
          is segregated into several Investment Accounts.

VALUATION DATE

          Valuation  Dates are the dates on which the  Investment  Accounts  are
          valued.  A  Valuation  Date is any  date on which  the New York  Stock
          Exchange is open for trading and we are open for business.

                                       9

<PAGE>


VALUATION PERIOD

          A Valuation  Period begins at the close of one Valuation Date and ends
          at the close of the next succeeding Valuation Date.

VARIABLE ACCOUNT

          The  Account  Value of this  Policy  which is  invested in one or more
          Investment Accounts.

WE

          "We", "us" or "our" means AUL.

YOU

          "You" or "your" means the Owner of this Policy.

                                       10
<PAGE>


                        SUMMARY AND DIAGRAM OF THE POLICY


The following summary of Prospectus information and diagram of the Policy should
be read in conjunction with the detailed information appearing elsewhere in this
Prospectus.  Unless otherwise  indicated,  the description of the Policy in this
Prospectus  assumes that the Policy is in force, that the Last Survivor Rider is
not in force, and that there are no outstanding loans and loan interest.

The Policy is  similar in many ways to  fixed-benefit  life  insurance.  As with
fixed-benefit  life insurance,  the Owner of a Policy pays premium  payments for
insurance coverage on the Insured. Also, like fixed-benefit life insurance,  the
Policy  provides for  accumulation  of Net Premiums and a Net Cash Value that is
payable if the Policy is  surrendered  during the  Insured's  lifetime.  As with
fixed-benefit  life insurance,  the Net Cash Value during the early Policy Years
is likely to be lower than the premium payments paid.

However,  the  Policy  differs  from  fixed-benefit  life  insurance  in several
important respects.  Unlike fixed-benefit life insurance,  the Death Benefit may
and the Account  Value will  increase  or  decrease  to reflect  the  investment
performance  of the  Investment  Accounts to which  Account  Value is allocated.
Also, there is no guaranteed minimum Net Cash Value. Nonetheless, AUL guarantees
to keep the Policy in force during the Guarantee Period shown on the Policy Data
Page of your Policy if, on each  Monthiversary,  the sum of the premiums paid to
date, less any Partial  Surrenders,  loans and loan interest,  equals or exceeds
the Required  Premium for the Guarantee Period (shown on the Policy Data Page of
your Policy)  multiplied  by the number of Policy  Months since the Policy Date.
Otherwise,  if the Net Cash Value is insufficient to pay the Monthly  Deduction,
the Policy will lapse without value after a grace period.  See "Premium Payments
to Prevent Lapse." If a Policy lapses while loans are  outstanding,  adverse tax
consequences may result. See "Tax Considerations."

The most  important  features of the Policy,  such as  charges,  cash  surrender
benefits,  Death Benefits, and calculation of Cash Values, are summarized in the
diagram on the following pages.

     Purpose  of the  Policy.  The  Policy  is  designed  to  provide  long-term
insurance benefits,  and may also provide long-term  accumulation of Cash Value.
The Policy should be evaluated in conjunction with other insurance policies that
you own, as well as the need for insurance and the Policy's long-term  potential
for growth.  It may not be advantageous to replace existing  insurance  coverage
with this Policy. In particular,  replacement should be carefully  considered if
the decision to replace  existing  coverage is based  solely on a comparison  of
Policy illustrations. See "Illustrations" and "Specialized Uses of the Policy."

     Illustrations.  Illustrations  included  in  this  Prospectus  or  used  in
connection with the purchase of a Policy that illustrate  Policy Cash Values and
Death Benefit Proceeds for prototype insureds are based on hypothetical rates of
return.

The   illustrations   show  Policy   values   based  on  current   charges  and,
alternatively,  guaranteed  charges.  See "Illustrations of Account Values, Cash
Values, Death Benefits and Accumulated Premium Payments."

                                       11
<PAGE>

     Policy Tax Compliance. AUL intends for the Policy to satisfy the definition
of a life  insurance  policy under Section 7702 of the Internal  Revenue Code of
1986, as amended (the "Internal Revenue Code"). Under certain  circumstances,  a
Policy will be treated as a Modified  Endowment  under federal tax law. AUL will
monitor the  Policies  and will  attempt to notify you on a timely basis if your
Policy is in jeopardy of violating the federal tax  definition of life insurance
or becoming a Modified Endowment.  However, we do not undertake to give you such
notice or take any  corrective  action.  We  reserve  the  right to  refund  any
premiums that may cause the Policy to become a Modified  Endowment.  For further
discussion  of the tax  status  of a Policy  and the tax  consequences  of being
treated  as  a  life  insurance  contract  or a  Modified  Endowment,  see  "Tax
Considerations."

     Right to Examine Policy and Policy  Exchange.  For a limited time, you have
the right to cancel  your  Policy  and  receive a refund.  See "Right to Examine
Policy."  Net  Premiums  are  generally  allocated  to  the  Fixed  Account  and
Investment  Accounts  on the  later of the day the  "right  to  examine"  period
expires,  or the date we receive the premium at our Home  Office.  See  "Premium
Allocations and Crediting."

You may  exchange  the Policy for a paid-up  whole life policy with a level face
amount, not greater than the Policy's Face Amount,  that can be purchased by the
Policy's Net Cash Value. See "Exchange for Paid-Up Policy."

     Owner Inquiries. If you have any questions,  you may write or call our Home
Office at One American Square, P.O. Box 368,  Indianapolis,  Indiana 46206-0368,
1-317-263-1877.


                               Diagram of Contract

                                Premium Payments



 . You  select  a  payment  plan but are not  required  to pay  premium  payments
  according to the plan. You can vary the amount and frequency.

 . The Policy's minimum initial premium payment depends on the Insured's age, sex
  and risk class,  Initial Face Amount selected,  any supplemental  and/or rider
  benefits, and any planned periodic premiums.

 . Unplanned premium payments may be made, within limits.

 . Extra premium payments may be necessary to prevent lapse.


                                       12
<PAGE>

                        Deductions from Premium Payments

 . For state and local premium taxes (2.5% of premium payments)

 . For sales  charges  (3.5% of each  premium  paid  during  the first ten Policy
  Years; 1.5% of each premium paid thereafter).


                              Net Premium Payments

 . You direct the allocation of Net Premium payments among 16 Investment Accounts
  of the Separate  Account and the Fixed  Account.  (See rules and limits on Net
  Premium payment allocations.)

 . Each Investment Account invests in a corresponding portfolio of a mutual fund:

<TABLE>
<S>                                           <C>

Mutual Fund                                    Portfolio

AUL American Series Fund, Inc.                 Equity Portfolio
                                               Bond Portfolio
                                               Managed Portfolio
                                               Money Market Portfolio

Alger American Fund                            Alger American Growth Portfolio

American Century Variable Portfolios, Inc.     VP Capital Appreciation
                                               VP International

Fidelity Variable Insurance Products Fund      Equity-Income Portfolio
                                               Growth Portfolio
                                               High Income Portfolio
                                               Overseas Portfolio
                                               
Fidelity Variable Insurance Products Fund II   Asset Manager Portfolio
                                               Contrafund Portfolio
                                               Index 500 Portfolio
                                               Money Market Portfolio

T. Rowe Price Equity Series, Inc.              T. Rowe Price Equity Income

 . Interest is credited on amounts  allocated  to the Fixed  Account at a minimum
  guaranteed  rate of 3%.  (See rules and  limits  on  transfers  from the Fixed
  Account allocation).

</TABLE>

                                   Deductions

                               From Account Value

 . Monthly deduction for cost of insurance,  administration  fees and charges for
  any  supplemental  and/or rider  benefits.  Administration  fees are currently
  $30.00 per month for the first Policy Year and $5.00 per month thereafter.

                                       13
<PAGE>

                            From Investment Accounts

 . Monthly  charge  at a  guaranteed  annual  rate of 0.75%  from the  Investment
  Accounts during the first 10 Policy Years and 0.25% thereafter. This charge is
  not deducted from the Fixed Account value.

 . Investment  advisory fees and operating  expenses are deducted from the assets
  of each Portfolio.

                                  Account Value

 . Account Value is equal to Net Premiums,  as adjusted  each  Valuation  Date to
  reflect Investment Account investment  experience,  interest credited on Fixed
  Account  value,  charges  deducted  and  other  Policy  transactions  (such as
  transfers, loans and surrenders).

 . Varies from day to day.  There is no minimum  guaranteed  Account  Value.  The
  Policy  may  lapse if the Net Cash  Value is  insufficient  to cover a Monthly
  Deduction due.

 . Can be transferred among the Investment Accounts and Fixed Account. A transfer
  fee of $25.00 may apply if more than 12 transfers are made in a Policy Year.

 . Is the starting point for calculating certain values under a Contract, such as
  the Cash Value,  Net Cash Value and the Death Benefit used to determine  Death
  Benefit Proceeds.
<TABLE>
<S>                                                       <C>

            Cash Benefits                                  Death Benefits

 . Loans may be taken for amounts up to 90% of the          . Income tax free to beneficiary.
  Account Value, less loan interest due on the next
  Policy Anniversary and any surrender charges.            . Available as lump sum or under a variety of
                                                             settlement options.
 . Partial Surrenders generally can be made provided
  there is sufficient remaining Net Cash Value.            . For all policies, the minimum Face Amount of $50,000.

 . The policy may be  surrendered  in full at any time      . Two death  benefit  options available:  Option 1, 
  for its Net Cash Value.  A surrender charge will           equal to the Face Amount, and Option 2, equal to the   
  apply during the first fifteen Policy Years after          Face Amount plus Account Value.
  issue and after any increase in Face Amount.

 . Settlement options are available.                        . Flexibility to change the death benefit option and Face Amount.

 . Loans, Partial Surrenders, and Full Surrenders           . Any outstanding loan and loan interest is deducted
  may have adverse tax consequences.                         from the amount payable.

                                                           . Supplemental and/or rider benefits may be available.

</TABLE>

                                       14

<PAGE>



        GENERAL INFORMATION ABOUT AUL, THE SEPARATE ACCOUNT AND THE FUNDS

AUL

The  Policies  are  issued  by AUL  which is a  mutual  life  insurance  company
organized under the laws of the State of Indiana. It was originally incorporated
as a  fraternal  society in 1877 under the laws of the federal  government,  and
reincorporated  under the laws of the State of Indiana in 1933. AUL is currently
licensed to transact  life  insurance  business in 48 states and the District of
Columbia. AUL conducts a conventional life insurance,  reinsurance,  and annuity
business.  At December 31, 1996, AUL had admitted assets of $7,852,292,848 and a
policy owners' surplus of $572,825,650.

AUL is subject to  regulation  by the  Department  of  Insurance of the State of
Indiana  as  well  as by the  insurance  departments  of all  other  states  and
jurisdictions  in which it does  business.  We submit  annual  statements on our
operations and finances to insurance officials in such states and jurisdictions.
The forms for the Policy  described in this Prospectus are filed with and (where
required)  approved by  insurance  officials in each state and  jurisdiction  in
which Policies are sold.

Separate Account

The Separate  Account was established as a segregated  investment  account under
Indiana law on July 10, 1997. It is used to support the Policies and may be used
to support  other  variable life  insurance  contracts,  and for other  purposes
permitted by law. The Separate  Account is registered  with the  Securities  and
Exchange  Commission  ("SEC") as a unit  investment  trust under the  Investment
Company  Act of 1940 (the "1940  Act").  AUL has  established  other  segregated
investment accounts, some of which also are registered with the SEC.

The  Separate  Account is  divided  into  Investment  Accounts.  The  Investment
Accounts  available  under the Policies  invest in shares of  Portfolios  of the
Funds. The Separate  Account may include other Investment  Accounts that are not
available under the Policies and are not otherwise discussed in this Prospectus.
The assets in the Separate Account are owned by AUL.

Income, gains and losses,  realized or unrealized,  of an Investment Account are
credited to or charged  against the  Investment  Account  without  regard to any
other  income,  gains or losses of AUL.  Applicable  insurance law provides that
assets  equal to the  reserves and other  contract  liabilities  of the Separate
Account are not chargeable with liabilities arising out of any other business of
AUL. AUL is obligated to pay all benefits provided under the Policies.

The Funds

Each  Fund is  registered  with the SEC as a  diversified,  open-end  management
investment company under the 1940 Act, although the SEC does not supervise their
management or investment practices and policies. Each of the Funds comprises one
or more of the  Portfolios  and other  series that are not  available  under the
Policies.  The  investment  objectives  of each of the  Portfolios  is described
below.

                                       15

<PAGE>


     AUL American Series Fund, Inc.

     AUL American Equity Portfolio.  The primary investment objective of the AUL
American Equity Portfolio is long-term capital appreciation. The Portfolio seeks
current  investment income as a secondary  objective.  The Portfolio attempts to
achieve these objectives by investing primarily in equity securities selected on
the  basis  of  fundamental  investment  research  for  their  long-term  growth
prospects.

     AUL American Bond Portfolio.  The primary  investment  objective of the AUL
American  Bond  Portfolio is to provide a high level of income  consistent  with
prudent  investment  risk.  As a secondary  objective,  the  Portfolio  seeks to
provide  capital   appreciation  to  the  extent  consistent  with  the  primary
objective.  The  Portfolio  attempts to achieve  these  objectives  by investing
primarily in corporate bonds and other debt securities.

     AUL American Money Market  Portfolio.  The investment  objective of the AUL
American  Money Market  Portfolio  is to provide a high level of current  income
while preserving assets and maintaining  liquidity and investment  quality.  The
Portfolio  attempts to achieve this  objective by investing in short-term  money
market instruments that are of the highest quality.

     AUL  American  Managed  Portfolio.  The  investment  objective  of the  AUL
American  Managed  Portfolio is to provide a high total return  consistent  with
prudent  investment  risk.  The  Portfolio  attempts to achieve  this  objective
through a fully  managed  investment  policy  utilizing  publicly  traded common
stock,  debt securities  (including  convertible  debentures),  and money market
securities.

     Alger American Fund

     Alger American Growth  Portfolio.  The Alger American Growth Portfolio is a
growth  portfolio  that  seeks  to  obtain  long-term  capital  appreciation  by
investing in a diversified,  actively  managed  portfolio of equity  securities.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its  total  assets  in  equity  securities  of  companies  that,  at the time of
purchase, have a total market capitalization of one billion dollars or greater.

     American Century Variable Portfolios, Inc.

     VP  Capital  Appreciation.  The VP  Capital  Appreciation  Portfolio  seeks
capital  growth by investing  primarily in common stocks  (including  securities
convertible  into  common  stocks  and  other  equity   equivalents)  and  other
securities that meet certain  fundamental  and technical  standards of selection
and have,  in the opinion of the  Portfolio's  investment  manager,  better than
average potential for  appreciation.  The Portfolio tries to stay fully invested
in such securities, regardless of the movement of prices generally.

     VP  International.  The VP  International  Portfolio  seeks to achieve  its
investment  objective of capital growth by investing  primarily in securities of
foreign  companies  that meet certain  fundamental  and  technical  standards of
selection  and have,  in the opinion of the  investment  manager,  potential for
appreciation.  The Portfolio will invest  primarily in common stocks (defined to
include  depository  receipts for common stock and other equity  equivalents) of
such companies. Investment in securities of foreign issuers typically involves a
greater degree of risk than investment in domestic securities.

                                       16
<PAGE>

     Fidelity Variable Insurance Products Fund

     Equity-Income  Portfolio.  The  Equity-Income  Portfolio  seeks  reasonable
income  by  investing  primarily  in  income-producing  equity  securities;  the
Portfolio will also consider the potential for capital appreciation.

     Growth   Portfolio.   The  Growth   Portfolio   seeks  to  achieve  capital
appreciation.  The Portfolio  normally  purchases  common  stocks,  although the
Portfolio's investments are not restricted to any one type of security.  Capital
appreciation may also be found in other types of securities, including bonds and
preferred stocks.

     High Income  Portfolio.  The High Income  Portfolio  seeks to obtain a high
level of current income by investing  primarily in  high-yielding,  lower-rated,
fixed-income securities, while also considering growth of capital. These include
securities  commonly referred to as junk bonds, the risks of which are described
in the prospectus for the Fund.

     Overseas  Portfolio.  The  Overseas  Portfolio  seeks  long-term  growth of
capital  primarily  through  investments  in foreign  securities.  The  Overseas
Portfolio  provides a means for investors to diversify  their own  portfolios by
participating in companies and economies outside of the United States.

     Fidelity Variable Insurance Products Fund II

     Asset  Manager  Portfolio.  The Asset  Manager  Portfolio  seeks high total
return with  reduced  risk over the  long-term  by  allocating  its assets among
domestic and foreign stocks, bonds and short-term fixed income instruments.

     Contrafund.   The  Contrafund   Portfolio  seeks  capital  appreciation  by
investing  primarily in companies  that the  investment  adviser  believes to be
undervalued due to an overly pessimistic appraisal by the public.

     Index 500 Portfolio.  The Index 500 Portfolio  seeks to provide  investment
results that  correspond to the total return (i.e.,  the  combination of capital
changes and income) of common stocks  publicly  traded in the United States.  In
seeking this objective,  the Portfolio attempts to duplicate the composition and
total return of the Standard & Poor's Composite Index of 500 Stocks.

     Money  Market  Portfolio.  The Money Market  Portfolio  seeks to maintain a
stable  $1.00 share price and a high level of current  income  while  preserving
capital and liquidity.  The Portfolio  invests its assets in high-quality,  U.S.
dollar-denominated money market securities of domestic and foreign issuers.

                                       17

<PAGE>


     T. Rowe Price Equity Series, Inc.

     T. Rowe Price Equity  Income  Portfolio.  The T. Rowe Price  Equity  Income
Portfolio  seeks to provide  substantial  dividend  income as well as  long-term
capital  appreciation  through  investments  in  common  stocks  of  established
companies.

THERE IS NO  ASSURANCE  THAT THE STATED  OBJECTIVES  AND  POLICIES OF ANY OF THE
FUNDS WILL BE ACHIEVED.

More detailed information  concerning the investment  objectives,  policies, and
restrictions  pertaining  to  the  Funds  and  Portfolios  and  their  expenses,
investment  advisory  services and charges and the risks involved with investing
in the  Portfolios  and other  aspects of their  operations  can be found in the
current  prospectus  for each Fund or  Portfolio  and the current  Statement  of
Additional  Information  for each Fund or Portfolio.  The  prospectuses  for the
Funds or  Portfolios  should  be read  carefully  before  any  decision  is made
concerning  the  allocation  of Net  Premium  payments  or  transfers  among the
Investment Accounts.

AUL has entered into agreements with the Distributors/Advisers of Alger American
Fund, American Century Variable  Portfolios,  Inc. and Fidelity  Investments and
under which AUL has agreed to render certain services and to provide information
about these Funds to Owners who invest in these  Funds.  Under these  agreements
and  for  providing  these  services,   AUL  receives   compensation   from  the
Distributor/Advisor  of these  Funds  ranging  from zero  basis  points  until a
certain level of Fund assets have been  purchased to fifteen basis points on the
net average aggregate deposits made.

AUL cannot  guarantee  that each Fund or Portfolio  will always be available for
the  Policies;  but,  in the  unlikely  event  that a Fund or  Portfolio  is not
available,  AUL will take  reasonable  steps to  secure  the  availability  of a
comparable  fund.  Shares of each  Portfolio  are  purchased and redeemed at net
asset value, without a sales charge.


                        PREMIUM PAYMENTS AND ALLOCATIONS

Applying for a Policy

AUL requires satisfactory evidence of the proposed Insured's insurability, which
may include a medical  examination of the proposed Insured.  The available Issue
Ages are 0 through 85 on a standard non-tobacco user and tobacco user basis, and
20 through 85 on a preferred non-tobacco user and tobacco user basis. Issue Age
is determined based on the Insured's age as of the Contract Date.  Acceptance of
an application  depends on AUL's underwriting  rules, and AUL reserves the right
to reject an application. Coverage under the Policy is effective as of the later
of the date the initial premium is paid or the Issue Date.

As the Owner of the  Policy,  you may  exercise  all rights  provided  under the
Policy while the Insured is living,  subject to the interests of any assignee or
irrevocable  beneficiary.  The Insured is the Owner, unless a different Owner is
named in the application.  In accordance with the terms of the Policy, the Owner
may in the  application  or by Proper  Notice name a  contingent  Owner or a new
Owner while the Insured is living.  The Policy may be jointly owned by more than
one Owner.  The consent of both joint  Owners is required  for all  transactions
except when proper forms have been  executed to allow one Owner to make changes.
Unless a  contingent  Owner has been named,  on the death of the last  surviving
Owner, ownership of the Policy passes to the estate of the last surviving Owner,
which then will become the Owner.  A change in Owner may have tax  consequences.
See "Tax Considerations."

                                       18
<PAGE>

Right to Examine Policy

You may cancel your Policy for a refund  during your "right to examine"  period.
In most states,  this period  expires 10 days after you receive your Policy.  We
assume you receive your Policy within 5 days after the Issue Date. If you decide
to cancel the Policy, you must return it by mail or other delivery method to the
Home Office or to the authorized  AUL  representative  who sold it.  Immediately
after  mailing or delivery,  the Policy will be deemed void from the  beginning.
Within seven  calendar  days after AUL receives  the returned  Policy,  AUL will
refund the greater of premiums paid or the Account Value.

In addition,  you may cancel an increase in Face Amount that you have  requested
within 10 days after you receive the adjusted Policy, which we assume to occur 5
days after the adjusted  Policy is mailed.  If you decide to cancel the increase
in Face Amount,  you must return the adjusted  Policy by mail or other  delivery
method to the Home Office or to the authorized AUL  representative  who sold it.
Immediately after mailing or delivery, the increase will be deemed void from the
beginning.  Within seven  calendar days after AUL receives the adjusted  Policy,
any charges attributable to the increase will be returned to your Cash Value.

Premiums

The minimum  initial premium  payment  required  depends on a number of factors,
such as the Age,  sex and risk class of the proposed  Insured,  the initial Face
Amount, any supplemental  and/or rider benefits and the planned premium payments
you propose to make.  Consult your AUL  representative for information about the
initial premium required for the coverage you desire.

The initial premium is due on or before delivery of the Policy. There will be no
coverage until this premium is paid or until the Issue Date, whichever is later.

You may make other  premium  payments at any time and in any amount,  subject to
the limits described in this section. The actual amount of premium payments will
affect the Account Value and the period of time the Policy remains in force.

Premium payments after the initial payment must be made to our Home Office. Each
payment must be at least equal to the minimum  payment  shown on the Policy Data
Page in your  Policy.  All premiums  combined  may not be more than  $1,000,000,
unless a higher amount is agreed to by us.

The planned  premium is the amount for which we will bill you or, in the case of
our automatic  premium  plan,  the amount for which we will charge your account.
The amount and  frequency  of the  planned  premium are shown on the Policy Data
Page in your Policy.  You may change the amount and the frequency of the planned
premium by proper notice.  We reserve the right to change the planned premium to
comply with our rules for billing amount and frequency.

                                       19
<PAGE>

If the payment of any premium would cause an increase in Risk Amount  because of
the  Minimum  Insurance  Percentage,  we may  require  satisfactory  evidence of
insurability before accepting it. If we accept the premium, we will allocate the
Net Premium to your Account  Value on the date of our  acceptance.  If we do not
accept the premium, we will refund it to you.

If the  payment  of any  premium  would  cause  this  Policy to fail to meet the
federal tax  definition  of a life  insurance  contract in  accordance  with the
Internal  Revenue  Code,  we reserve  the right to refund the amount to you with
interest  no later  than 60 days  after the end of the  Policy  Year in which we
receive the premium, but we assume no obligation to do so.

If the  payment  of any  premium  would  cause the  Policy to become a  Modified
Endowment,  we will attempt to so notify you upon allocating the premium, but we
assume no obligation to do so. In the event that we notify you,  consistent with
the terms of the notice, you may choose whether you want the premium refunded to
you. We reserve the right to refund any premiums that cause the Policy to become
a Modified Endowment.  Upon request, we will refund the premium,  with interest,
to you no  later  than 60 days  after  the end of the  Policy  Year in  which we
receive the premium.

     Planned  Premiums.  When  applying for a Policy,  you may select a plan for
paying level premium payments  semi-annually or annually. If you elect, AUL will
also  arrange  for  payment  of  planned  premiums  on a monthly  basis  under a
pre-authorized payment arrangement. You are not required to pay premium payments
in accordance with these plans;  rather,  you can pay more or less than planned,
or skip a planned premium entirely. (See, however,  "Premium Payments to Prevent
Lapse" and  "Guarantee  Period and Required  Premium for the Guarantee  Period."
Each  premium  after the initial  premium must be at least $50. AUL may increase
this  minimum  90 days  after we send you a  written  notice  of such  increase.
Subject to the limits  described  above, you can change the amount and frequency
of  planned  premiums  whenever  you want by sending  Proper  Notice to the Home
Office.  However AUL reserves the right to limit the amount of a premium payment
or the total premium payments paid.

Premium Payments to Prevent Lapse

Failure to pay planned  premiums will not  necessarily  cause a Policy to lapse.
Conversely,  paying all planned  premiums will not guarantee  that a Policy will
not lapse.  The  conditions  that will result in your Policy  lapsing  will vary
depending on whether a Guarantee Period is in effect, as follows:

Grace  Period.  The Policy goes into  default at the start of the grace  period,
which is a period to make a premium  payment  sufficient to prevent  lapse.  AUL
will send notice of the grace  period and the amount  required to be paid during
the grace period to your last known address. The grace period shall terminate as
of the date  indicated  in the notice,  which shall  comply with any  applicable
state law.  Your  Policy will remain in force  during the grace  period.  If the
Insured  should die during the grace  period,  the Death  Benefit  proceeds will
still be payable to the  beneficiary,  although the amount paid will be equal to
the Death Benefit  immediately prior to the start of the grace period,  plus any
benefits  provided by rider, and less any outstanding loan and loan interest and
overdue Monthly Deductions as of the date of death. See "Amount of Death Benefit
Proceeds."  If the grace  period  premium  payment  has not been paid before the
grace  period  ends,  your  Policy  will  lapse.  It will have no value,  and no
benefits will be payable. See "Reinstatement."

A grace period also may begin if any outstanding  loan and loan interest becomes
excessive. See "Policy Loans."

                                       20
<PAGE>

     Guarantee  Period  and  Required  Premium  for the  Guarantee  Period.  The
Guarantee  Period is the period shown in the Policy during which the Policy will
remain in force and will not begin the grace period,  if on each  Monthiversary,
the sum of the premiums  paid to date,  less any Partial  Surrenders,  loans and
loan interest,  equals or exceeds the Required  Premium for the Guarantee Period
multiplied by the number of Policy Months since the Contract  Date. If this test
fails on any Monthiversary,  the continuation of insurance guarantee terminates.
The guarantee will not be reinstated.

The Required  Premium for the Guarantee Period is shown on the Policy Data Page.
If you make  changes  to the  Policy  after  issue,  the  Required  Premium  for
subsequent  months  may  change.  We will send you  notice  of the new  Required
Premium.  The  Required  Premium per $1,000  factors for the Face Amount vary by
risk class, Issue Age, and sex.  Additional premiums for substandard ratings and
rider benefits are included in the Required Premium.

         After the Guarantee Period. A grace period starts if the Net Cash Value
on a Monthiversary will not cover the Monthly Deduction. A premium sufficient to
keep the Contract in force must be submitted during the grace period.

Premium Allocations and Crediting

In the Policy  application,  you specify the  percentage  of a Net Premium to be
allocated to each Investment  Account and to the Fixed Account.  The sum of your
allocations  must  equal  100%,  with at  least  1% of the Net  Premium  payment
allocated to each account  selected by you. All Net Premium  allocations must be
in whole  percentages.  AUL reserves the right to limit the number of Investment
Accounts  to which  premiums  may be  allocated.  You can change the  allocation
percentages at any time, subject to these rules, by sending Proper Notice to the
Home Office,  or by telephone if written  authorization  is on file with us. The
change will apply to the premium payments received with or after receipt of your
notice.

The initial Net Premium  generally  is  allocated  to the Fixed  Account and the
Investment Accounts in accordance with your allocation instructions on the later
of the day the "right to  examine"  period  expires,  or the date we receive the
premium at our Home Office.  Subsequent Net Premiums are allocated as of the end
of the Valuation Period during which we receive the premium at our Home Office.

We generally  allocate all Net Premiums  received prior to the Issue Date to our
general  account  prior to the end of the  "right to  examine"  period.  We will
credit  interest  daily on Net Premiums so  allocated.  However,  we reserve the
right to allocate Net Premiums to the Fixed Account and the Investment  Accounts
of the Separate Account in accordance with your allocation instructions prior to
the expiration of the "right to examine"  period.  If you exercise your right to
examine  the Policy and cancel it by  returning  it to us, we will refund to you
the greater of any premiums paid or the Account Value.  At the end of the "right
to  examine"  period,  we transfer  the Net  Premium  and  interest to the Fixed
Account  and the  Investment  Accounts  of the  Separate  Account  based  on the
percentages  you have selected in the  application.  For purposes of determining
the end of the "right to examine" period, solely as it applies to this transfer,
we assume that receipt of this Policy occurs 5 days after the Issue Date.

                                       21
<PAGE>

Premium payments  requiring  satisfactory  evidence of insurability  will not be
credited to the Policy until  underwriting  has been  completed  and the premium
payment has been accepted.  If the additional  premium payment is rejected,  AUL
will  return  the  premium  payment  immediately,  without  any  adjustment  for
investment experience.

Transfer Privilege

You may transfer  amounts  between the Fixed Account and Investment  Accounts or
among Investment Accounts at any time after the "right to examine" period.

There currently is no minimum transfer amount,  although we reserve the right to
require a $100 minimum  transfer.  You must transfer the minimum amount,  or, if
less, the entire amount in the account from which you are transferring each time
a transfer is made. If after the transfer the amount remaining in any account is
less than $25, we have the right to transfer the entire  amount.  Any applicable
transfer  charge  will be  assessed.  The  charge  will  be  deducted  from  the
account(s) from which the transfer is made on a prorata basis.

Transfers  are made such that the Account Value on the date of transfer will not
be affected by the transfer,  except for the  deduction of any transfer  charge.
Currently,  all transfers are free. On a guaranteed  basis, we reserve the right
to limit the number of transfers to 12 per year, or to restrict  transfers  from
being made on consecutive Valuation Dates.

If we determine  that the  transfers  made by or on behalf of one or more Owners
are to the  disadvantage of other Owners,  we may restrict the rights of certain
Owners.  We also reserve the right to limit the size of transfers  and remaining
balances,  to limit the number and  frequency of transfers,  and to  discontinue
telephone transfers.

The first 12  transfers  during  each  Policy  Year are free.  Any  unused  free
transfers do not carry over to the next Policy Year. We will assess a $25 charge
for the thirteenth and each  subsequent  transfer  during a Policy Year. For the
purpose of assessing the charge,  each request (or telephone  request  described
below) is considered to be one transfer,  regardless of the number of Investment
Accounts  or the Fixed  Account  affected  by the  transfer.  The charge will be
deducted from the Investment Account(s) from which the transfers are made.

There is no limit on the number of transfers that can be made between Investment
Accounts  or to the Fixed  Account.  There is a limit on the amount  transferred
from the Fixed Account each Policy Year. See "Transfers  from Fixed Account" for
restrictions.

     Telephone  Transfers.  Telephone  transfers will be based upon instructions
given by telephone,  provided the appropriate election has been made at the time
of application or proper  authorization  has been provided to us. We reserve the
right to suspend telephone  transfer  privileges at any time, for any reason, if
we deem such suspension to be in the best interests of Owners.

We will employ reasonable  procedures to confirm that instructions  communicated
by telephone  are genuine,  and if we follow  those  procedures,  we will not be
liable for any losses due to unauthorized or fraudulent instructions.  We may be
liable for such  losses if we do not follow  those  reasonable  procedures.  The
procedures we will follow for telephone transfers include requiring some form of
personal  identification prior to acting on instructions  received by telephone,
providing written  confirmation of the transaction,  and making a tape recording
of the instructions given by telephone.

                                       22

<PAGE>

Dollar Cost Averaging Program

The  Dollar  Cost  Averaging  Program,  if  elected,  enables  you  to  transfer
systemically  and  automatically,  on a monthly basis,  specified dollar amounts
from the AUL  American  Money  Market  Investment  Account  to other  Investment
Accounts. By allocating on a regularly scheduled basis, as opposed to allocating
the total amount at one  particular  time,  you may be less  susceptible  to the
impact of market  fluctuations.  However,  we make no guarantee  that the Dollar
Cost Averaging Program will result in a gain.

You specify the fixed dollar amount to be transferred automatically from the AUL
American Money Market Investment  Account. At the time that you elect the Dollar
Cost  Averaging  Program,  the Account  Value in the AUL  American  Money Market
account from which transfers will be made must be at least $2,000.

You may  elect  this  program  at the  time of  application  by  completing  the
authorization  on the  application  or at any time after the Policy is issued by
properly  completing and returning the election form to us. Transfers made under
the Dollar Cost Averaging  Program will commence on the Monthiversary on or next
following the election.

Once elected,  transfers from the AUL American Money Market  Investment  Account
will be  processed  until  the value of the  Investment  Account  is  completely
depleted, or you send us Proper Notice instructing us to cancel the transfers.

Currently,  transfers made under the Dollar Cost  Averaging  Program will not be
subject to any  transfer  charge and will not count  against  the number of free
transfers  permitted  in a Policy  Year.  We  reserve  the right to impose a $25
transfer  charge  for  each  transfer  effected  under a Dollar  Cost  Averaging
Program.  We also  reserve the right to alter the terms or suspend or  eliminate
the availability of the Dollar Cost Averaging Program at any time.

Portfolio Rebalancing Program

You may  elect  to have  the  accumulated  balance  of each  Investment  Account
redistributed to equal a specified percentage of the Variable Account. This will
be done on an  annual  basis  from  the  Monthiversary  on which  the  Portfolio
Rebalancing Program commences.  If elected,  this program  automatically adjusts
your Portfolio mix to be consistent with the allocation most recently requested.
The  redistribution  will not count toward the 12 free transfers  permitted each
Policy Year. If the Dollar Cost  Averaging  Program has been elected and has not
been  completed,   the  Portfolio  Rebalancing  Program  will  commence  on  the
Monthiversary following the termination of the Dollar Cost Averaging Program.

You may  elect  this  program  at the  time of  application  by  completing  the
authorization  on the  application  or at any time after the Policy is issued by
properly  completing  the  election  form  and  returning  it to  us.  Portfolio
rebalancing  will  terminate when you request any transfer or the day we receive
Proper Notice  instructing us to cancel the Portfolio  Rebalancing  Program.  We
reserve the right to alter the terms or suspend or eliminate the availability of
portfolio rebalancing at any time.

                                       23
<PAGE>



                                  FIXED ACCOUNT

Because of exemptive and exclusionary provisions, interests in the Fixed Account
have not been  registered  under the  Securities  Act of 1933, nor has the Fixed
Account  been   registered  as  an  investment   company  under  the  1940  Act.
Accordingly,  neither the Fixed Account nor any interests therein are subject to
the  provisions  of these  Acts and,  as a result,  the staff of the SEC has not
reviewed the disclosure in this  Prospectus  relating to the Fixed Account.  The
disclosure  regarding the Fixed  Account,  may,  however,  be subject to certain
generally  applicable  provisions of the federal securities laws relating to the
accuracy and completeness of statements made in prospectuses.

You may allocate some or all of the Net Premiums and transfer some or all of the
Variable  Account  value to the  Fixed  Account,  which  is part of our  general
account and pays interest at declared rates (subject to a minimum  interest rate
we guarantee to be 3%). Our general  account  supports our insurance and annuity
obligations.

The portion of the Account Value allocated to the Fixed Account will be credited
with rates of interest,  as described below.  Since the Fixed Account is part of
our general  account,  we benefit  from  investment  gain and assume the risk of
investment loss on this amount. All assets in the general account are subject to
our general liabilities from business operations.

Minimum Guaranteed and Current Interest Rates

The Account Value in the Fixed  Account  earns  interest at one or more interest
rates  determined  by AUL at its  discretion  and declared in advance  ("Current
Rate"),  which  are  guaranteed  to be at least an annual  effective  rate of 3%
("Guaranteed  Rate").  AUL will  determine a Current Rate from time to time, and
any Current Rate that exceeds the Guaranteed Rate will be in effect for a period
of at least  one  year.  If AUL  determines  a  Current  Rate in  excess  of the
Guaranteed  Rate,  premiums  allocated or transfers to the Fixed Account under a
Policy  during the time the  Current  Rate is in effect are  guaranteed  to earn
interest at that particular Current Rate for at least one year.

Amounts  contributed  or  transferred  to the Fixed Account earn interest at the
Current  Rate then in effect.  If AUL  changes the Current  Rate,  such  amounts
contributed  or  transferred  on or after the effective  date of the change earn
interest at the new Current Rate;  however,  amounts  contributed or transferred
prior to the effective date of the change may earn interest at the prior Current
Rate or other  Current Rate  determined  by AUL.  Therefore,  at any given time,
various  portions of an Owner's Fixed  Account value may be earning  interest at
different Current Rates for different periods of time,  depending upon when such
portions were  originally  contributed or transferred to the Fixed Account.  AUL
bears the  investment  risk for  Owner's  Fixed  Account  values  and for paying
interest at the Current Rate on amounts allocated to the Fixed Account.

Amounts  deducted  from the Fixed  Account  for the Monthly  Deduction,  Partial
Surrenders,  transfers to the Investment Accounts, or charges are currently, for
the  purpose  of  crediting  interest,  accounted  for on a  last-in,  first-out
("LIFO")  method.  We reserve the right to change the method of  crediting  from
time to time,  provided that such changes do not have the effect of reducing the
guaranteed  rate of interest or shorten the period for which the  interest  rate
applies  to less  than a year  (except  for the year in  which  such  amount  is
received or transferred).

                                       24
<PAGE>

Calculation of the Fixed Account Value

Fixed Account value at any time is equal to amounts  allocated or transferred to
it, plus  interest  credited to it,  minus  amounts  deducted,  transferred,  or
surrendered from it.

Transfers from the Fixed Account

The amount  transferred from the Fixed Account in any Policy Year may not exceed
20% of the amount in the Fixed Account at the beginning of the Policy Year, less
any Partial  Surrenders made from the Fixed Account since that date,  unless the
balance  after the transfer is less than $25, in which case we reserve the right
to transfer the entire amount.

Payment Deferral

We reserve the right to defer payment of any surrender,  Partial  Surrender,  or
transfer from the Fixed Account for up to six months from the date of receipt of
the Proper Notice for the partial or full  surrender or transfer.  In this case,
interest on Fixed  Account  assets will  continue to accrue at the  then-current
rates of interest.

                             CHARGES AND DEDUCTIONS

Premium Expense Charges

     Premium Tax Charge.  A 2.5%  charge for state and local  premium  taxes and
administrative  expenses is deducted  from each premium  payment.  The state and
local  premium  tax  charge   reimburses  AUL  for  premium  taxes  and  related
administrative  expenses  associated  with the  Policies.  AUL expects to pay an
average  state and local  premium  tax rate  (including  related  administrative
expenses) of approximately 2.5% of premium payments for all states.

     Sales  Charge.  AUL deducts a sales charge from each premium  payment.  The
sales charge is 3.5% of each premium paid during the first 10 Policy Years,  and
1.5% of each premium paid thereafter.

Monthly Deduction

AUL will deduct Monthly Deductions for the Contract Date and each Monthiversary.
Monthly Deductions due on the Contract Date and any Monthiversaries prior to the
Issue Date are deducted on the Issue Date.  Your  Contract Date is the date used
to determine your  Monthiversary.  The Monthly Deduction consists of (1) cost of
insurance charge,  (2) monthly  administrative  charge,  and (3) any charges for
rider benefits,  as described below. The Monthly  Deduction is deducted from the
Variable Account (and each Investment  Account) and Fixed Account prorata on the
basis of the portion of Account Value in each account.

     Cost of Insurance  Charge.  This charge  compensates AUL for the expense of
providing  insurance  coverage.  The charge depends on a number of variables and
therefore will vary between Policies and from  Monthiversary  to  Monthiversary.
The  Policy  contains  guaranteed  cost  of  insurance  rates  that  may  not be
increased.  The  guaranteed  rates are no  greater  than the 1980  Commissioners
Standard  Ordinary  Mortality  Tables (the "1980 CSO Tables")  (and where unisex
cost of insurance rates apply, the 1980 CSO-C Tables).  The guaranteed rates for
substandard  classes  are based on  multiples  of or  additives  to the 1980 CSO

                                       25
<PAGE>

Tables.  These rates are based on the Attained Age and underwriting class of the
Insured. They are also based on the sex of the Insured, except that unisex rates
are used where  appropriate  under  applicable  law,  including  in the state of
Montana,  and in Policies  purchased by employers and employee  organizations in
connection with  employment-related  insurance or benefit programs.  The cost of
insurance rate generally  increases with the Attained Age of the Insured.  As of
the date of this Prospectus,  we charge "current rates" that are generally lower
(i.e., less expensive) than the guaranteed rates, and we may also charge current
rates in the future.  The  current  rates may also vary with the  Attained  Age,
gender, where permissible,  duration,  policy size and underwriting class of the
Insured.  For any Policy, the cost of insurance on a Monthiversary is calculated
by  multiplying  the current cost of insurance  rate for the Insured by the Risk
Amount  for  that  Monthiversary.  The Risk  Amount  on a  Monthiversary  is the
difference  between  the Death  Benefit  divided by  1.00246627  and the Account
Value.  The Account  Value will first be  considered  part of the  initial  Face
Amount, then part of any additional Face Amounts in the order of the increases.

The cost of insurance  rate for an increase in Face Amount will be determined on
each  Monthiversary.  AUL currently  places  Insureds in the following  classes,
based  on  underwriting:  Standard  Tobacco  User,  Standard  Non-Tobacco  User,
Preferred Tobacco User, Preferred  Non-Tobacco User. An Insured may be placed in
a  substandard  risk  class,  which  involves a higher  mortality  risk than the
Standard Tobacco User or Standard Non-Tobacco User classes. Standard Non-Tobacco
User  rates are  available  for  Issue  Ages  0-85.  Preferred  Non-Tobacco  and
Preferred  Tobacco User rates are available for Issue Ages 20-85. The guaranteed
maximum  cost of  insurance  rate is set forth on the  Policy  Data Page of your
Policy.

AUL  places the  Insured  in a risk class when the Policy is given  underwriting
approval,  based on AUL's  underwriting of the application.  When an increase in
Face  Amount is  requested,  AUL  conducts  underwriting  before  approving  the
increase  (except as noted  below),  and a separate  risk class may apply to the
increase.  If the risk class for the increase has higher cost of insurance rates
than the  existing  class,  the higher  rates will apply only to the increase in
Face Amount,  and the existing risk class will continue to apply to the existing
Face  Amount.  If the risk class for the  increase  has lower cost of  insurance
rates than the existing  class,  the lower rates will apply to both the increase
and the existing Face Amount.

     Monthly Administrative Charge. The monthly administrative charge is a level
monthly  charge,  currently $30 during the first Policy Year, and $5 thereafter,
which  applies in all years.  It is  guaranteed  not to exceed $10.  This charge
reimburses AUL for expenses  incurred in the  administration of the Policies and
the  Separate  Account.   Such  expenses  include,   but  are  not  limited  to:
underwriting and issuing the Policy,  confirmations,  annual reports and account
statements,  maintenance  of Policy  records,  maintenance  of Separate  Account
records,  administrative  personnel costs, mailing costs, data processing costs,
legal fees,  accounting fees, filing fees, the costs of other services necessary
for Owner  servicing  and all  accounting,  valuation,  regulatory  and updating
requirements.

                                       26

<PAGE>


     Cost of  Additional  Benefits  Provided by Riders.  The cost of  additional
benefits   provided  by  riders  is  charged  to  the   Account   Value  on  the
Monthiversary.

Mortality and Expense Risk Charge

AUL deducts this monthly  charge from the Investment  Accounts  prorata based on
your amounts in each account.  The current  charge is at an annual rate of 0.75%
of  Variable  Account  value  during  the  first  10  Policy  Years,  and  0.25%
thereafter,  and is guaranteed not to increase for the duration of a Policy. AUL
may realize a profit from this charge.

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 Policy will be  insufficient  to meet actual  claims.  AUL also
assumes the mortality risk associated with guaranteeing the Death Benefit during
the Guarantee Period.  The expense risk AUL assumes is that expenses incurred in
issuing and  administering the Policies and the Separate Account will exceed the
amounts  realized from the monthly  administrative  charges assessed against the
Policies.

Surrender Charge

During the first fifteen Policy Years, a surrender  charge will be deducted from
the Account Value if the Policy is completely  surrendered  for cash.  The total
surrender  charge will not exceed the maximum  surrender charge set forth in the
Policy.  The surrender charge is equivalent to 100% of target premium for Policy
Years 1 through 5, reducing  thereafter by 10% annually  through Policy Year 15.
An additional  surrender  charge and surrender  charge period will apply to each
portion of the Policy resulting from a Face Amount  increase,  starting with the
effective date of the increase.

The surrender  charge on the date of  reinstatement of a Policy will be based on
the number of Policy  Years from the  original  Contract  Date.  For purposes of
determining the surrender charge on any date after reinstatement, the period the
Policy was lapsed will count.

The table below shows the surrender  charge deducted if the Policy is completely
surrendered  during the first  fifteen  Policy Years or during the fifteen years
following an increase in Face Amount.

                           Table of Surrender Charges

                          Policy Year                Surrender Charge

                               1                     100%
                               2                     100%
                               3                     100%
                               4                     100%
                               5                     100%
                               6                      90%
                               7                      80%
                               8                      70%
                               9                      60%
                              10                      50%
                              11                      40%
                              12                      30%
                              13                      20%
                              14                      10%
                              15                       0%

                                       27
<PAGE>

Taxes

AUL does not  currently  assess a charge for any taxes other than state  premium
taxes incurred as a result of the  establishment,  maintenance,  or operation of
the Investment Accounts of the Separate Account. We reserve the right,  however,
to  assess a  charge  for such  taxes  against  the  Investment  Accounts  if we
determine that such taxes will be incurred.

Special Uses

We may agree to reduce or waive the surrender  charge or the Monthly  Deduction,
or credit  additional  amounts  under the Policies in  situations  where selling
and/or  maintenance costs associated with the Policies are reduced,  such as the
sale of several Policies to the same Owner(s), sales of large Policies, sales of
Policies  in  connection   with  a  group  or  sponsored   arrangement  or  mass
transactions over multiple Policies.

In addition, we may agree to reduce or waive some or all of these charges and/or
credit  additional  amounts under the Policies for those Policies sold to person
who meet  criteria  established  by us,  who may  include  current  and  retired
officers, directors and employees of us and our affiliates. We may also agree to
waive minimum premium requirements for such persons.

We will only reduce or waive such  charges or credit  additional  amounts on any
Policies  where  expenses  associated  with the sale of the Policy  and/or costs
associated with administering and maintaining the Policy are reduced. We reserve
the right to terminate waiver/reduced charge and crediting programs at any time,
including for issued Policies.

Fund Expenses

Each  Investment  Account of the Separate  Account  purchases  shares at the net
asset value of the  corresponding  Portfolio.  The net asset value  reflects the
investment  advisory fee and other expenses that are deducted from the assets of
the  Portfolio.  The advisory fees and other expenses are not fixed or specified
under the terms of the Policy and are described in the Funds' prospectuses.

                          HOW YOUR ACCOUNT VALUES VARY

There is no minimum  guaranteed  Account  Value,  Cash Value or Net Cash  Value.
These values will vary with the investment experience of the Investment Accounts
and/or the  crediting of interest in the Fixed  Account,  and will depend on the
allocation of Account Value.  If the Net Cash Value on a  Monthiversary  is less
than the amount of the  Monthly  Deduction  to be  deducted on that date and the
Guarantee  Period is not then in  effect,  the Policy  will be in default  and a
grace period will begin. See "Premium Payments to Prevent Lapse."

                                       28

<PAGE>


Determining the Account Value

On the Contract Date, the Account Value is equal to the initial Net Premium less
the Monthly  Deductions  deducted as of the Contract Date. On each Valuation Day
thereafter,  the Account Value is the aggregate of the Variable  Account  value,
the Fixed Account value, and the Loan Account value. The Account Value will vary
to reflect the performance of the Investment Accounts to which amounts have been
allocated, interest credited on amounts allocated to the Fixed Account, interest
credited on amounts in the Loan Account, charges, transfers, Partial Surrenders,
loans and loan repayments.

     Variable  Account  Value.  When you  allocate  an amount  to an  Investment
Account,  either by Net Premium payment  allocation or transfer,  your Policy is
credited  with  accumulation  units in that  Investment  Account.  The number of
accumulation  units is  determined  by  dividing  the  amount  allocated  to the
Investment  Account by the Investment  Account's  accumulation unit value at the
end of the  Valuation  Period  during  which the  allocation  is  effected.  The
Variable  Account  value  of the  Policy  equals  the  sum,  for all  Investment
Accounts, of the accumulation units credited to an Investment Account multiplied
by that Investment Account's accumulation unit value.

The number of Investment Account accumulation units credited to your Policy will
increase when Net Premium  payments are allocated to the Investment  Account and
when amounts are transferred to the Investment Account. The number of Investment
Account accumulation units credited to a Policy will decrease when the allocated
portion of the Monthly Deduction and mortality and expense charge are taken from
the  Investment  Account,  a loan is made,  an  amount is  transferred  from the
Investment Account, or a Partial Surrender is taken from the Investment Account.

     Accumulation Unit Values. An Investment  Account's  accumulation unit value
is  determined  on each  Valuation  Date and  varies to reflect  the  investment
experience of the underlying Portfolio. It may increase,  decrease, or remain in
the same from Valuation Period to Valuation Period.  The accumulation unit value
for the  Money  Market  Investment  Account  was  initially  set at $1,  and the
accumulation  unit  value  for  each  of  the  other  Investment   Accounts  was
arbitrarily set at $5 when each  Investment  Account was  established.  For each
Valuation Period after the date of establishment, the accumulation unit value is
determined by multiplying  the value of an  accumulation  unit for an Investment
Account  for the prior  Valuation  Period by the net  investment  factor for the
Investment Account for the current Valuation Period.

     Net Investment  Factor.  The net  investment  factor is used to measure the
investment performance of an Investment Account from one Valuation Period to the
next. For any  Investment  Account,  the net  investment  factor for a Valuation
Period is determined by dividing (a) by (b), where:

         (a) is equal to:
          1.   the net  asset  value  per  share  of the  Portfolio  held in the
               Investment Account determined at the end of the current Valuation
               Period; plus

          2.   the per share amount of any dividend or capital gain distribution
               paid by the Portfolio  during the Valuation  Period;  plus 3. the
               per share credit or charge with respect to taxes, if any, paid or
               reserved  for  by  AUL  during  the  Valuation  Period  that  are
               determined  by AUL to be  attributable  to the  operation  of the
               Investment Account; and

                                       29
<PAGE>

          (b) is equal to:
          1.   the net  asset  value  per  share  of the  Portfolio  held in the
               Investment  Account  determined  at  the  end  of  the  preceding
               Valuation Period;  plus 2. the per share credit or charge for any
               taxes reserved for the immediately preceding Valuation Period.

     Fixed Account  Value.  On any Valuation  Date, the Fixed Account value of a
Policy is the total of all Net Premium payments  allocated to the Fixed Account,
plus any amounts  transferred  to the Fixed Account,  plus interest  credited on
such Net  Premium  payments  and  amounts  transferred,  less the  amount of any
transfers  from the Fixed  Account,  less the amount of any  Partial  Surrenders
taken  from the Fixed  Account,  and less the  prorata  portion  of the  Monthly
Deduction charged against the Fixed Account.

Loan Account Value.  On any Valuation Date, if there have been any Policy loans,
the Loan Account value is equal to amounts  transferred to the Loan Account from
the  Investment  Accounts and from the Fixed  Account as  collateral  for Policy
loans and for due and unpaid loan interest,  less amounts  transferred  from the
Loan Account to the  Investment  Accounts and the Fixed  Account as  outstanding
loans and loan  interest  are  repaid,  and plus  interest  credited to the Loan
Account.

Cash Value and Net Cash Value

The Cash Value on a  Valuation  Date is the  Account  Value less any  applicable
surrender  charges.  The Net Cash  Value on a  Valuation  Date is the Cash Value
reduced by any  outstanding  loans and loan interest.  Net Cash Value is used to
determine  whether a grace  period  starts.  See  "Premium  Payments  to Prevent
Lapse." It is also the  amount  that is  available  upon full  surrender  of the
Policy. See "Surrendering the Policy for Net Cash Value."

                    DEATH BENEFIT AND CHANGES IN FACE AMOUNT

As long as the Policy remains in force,  AUL will pay the Death Benefit Proceeds
upon receipt at the Home Office of  satisfactory  proof of the Insured's  death.
AUL may require return of the Policy.  The Death Benefit Proceeds may be paid in
a lump sum,  generally  within seven  calendar  days of receipt of  satisfactory
proof (see "When  Proceeds Are Paid"),  or in any other way agreeable to you and
us. Before the Insured dies,  you may choose how the proceeds are to be paid. If
you have not made a choice before the Insured dies, the  beneficiary  may choose
how the  proceeds  are paid.  The  Death  Benefit  Proceeds  will be paid to the
beneficiary. See "Selecting and Changing the Beneficiary."

Amount of Death Benefit Proceeds

The Death Benefit Proceeds are equal to the sum of the Death Benefit in force as
of the end of the Valuation  Period  during which death  occurs,  plus any rider
benefits, minus any outstanding loan and loan interest on that date. If the date
of death occurred during a grace period, the Death Benefit will still be payable
to the  beneficiary,  although  the  amount  will be equal to the Death  Benefit
immediately  prior to the start of the grace period,  plus any benefits provided
by rider,  and less any  outstanding  loan and loan interest and overdue Monthly
Deductions as of the date of death. Under certain  circumstances,  the amount of
the Death Benefit may be further adjusted.  See "Limits on Rights to Contest the
Policy" and "Changes in the Policy or Benefits."

                                       30
<PAGE>

If part or all of the Death  Benefit  Proceeds is paid in one sum,  AUL will pay
interest on this sum as required  by  applicable  state law from the date of the
Insured's death to the date of payment.

Death Benefit Options

The Owner may choose one of two Death Benefit options. Under Option 1, the Death
Benefit  is the  greater of the Face  Amount or the  Applicable  Percentage  (as
described  below) of Account  Value on the date of the  Insured's  death.  Under
Option 2, the Death  Benefit is the  greater of the Face Amount plus the Account
Value on the date of death, or the Applicable Percentage of the Account Value on
the date of the Insured's death.

If  investment  performance  is  favorable,  the amount of the Death Benefit may
increase.  However, under Option 1, the Death Benefit ordinarily will not change
for several years to reflect any favorable  investment  performance  and may not
change at all.  Under Option 2, the Death  Benefit will vary  directly  with the
investment  performance  of the Account  Value.  To see how and when  investment
performance may begin to affect the Death Benefit, see "Illustrations of Account
Values, Cash Values, Death Benefits and Accumulated Premium Payments."
<TABLE>
<S>             <C>           <C>             <C>          <C>             <C>            <C>            <C>              

                                Applicable Percentages of Account Value
Attained Age    Percentage     Attained Age   Percentage    Attained Age   Percentage     Attained Age   Percentage
     0-40            250%           50            185%           60             130%          70              115%
      41             243            51            178            61             128            71             113
      42             236            52            171            62             126            72             111
      43             229            53            164            63             124            73             109
      44             222            54            157            64             122            74             107
      45             215            55            150            65             120           75-90           105
      46             209            56            146            66             119            91             104
      47             203            57            142            67             118            92             103
      48             197            58            138            68             117            93             102
      49             191            59            134            69             116            94             101
                                                                                               95+            100

</TABLE>

Initial Face Amount and Death Benefit Option

The initial Face Amount is set at the time the Policy is issued.  You may change
the Face  Amount from time to time,  as  discussed  below.  You select the Death
Benefit  option  when you apply for the  Policy.  You also may  change the Death
Benefit option,  as discussed below. We reserve the right,  however,  to decline
any change which might disqualify the Policy as life insurance under federal tax
law.

Changes in Death Benefit Option

Beginning one year after the Contract  Date, as long as the Policy is not in the
grace period,  you may change the Death Benefit option on your Policy subject to
the  following  rules.  If you request a change from Death  Benefit  Option 2 to
Death  Benefit  Option 1, the Face Amount will be increased by the amount of the
Account  Value  on the date of  change.  The  change  will be  effective  on the
Monthiversary following our receipt of Proper Notice.

                                       31
<PAGE>

If you request a change from Death Benefit  Option 1 to Death Benefit  Option 2,
the Face Amount will be decreased by the amount of the Account Value on the date
of change. We may require satisfactory evidence of insurability. The change will
be effective on the Monthiversary  following our approval of the change. We will
not permit a change which would decrease the Face Amount below $50,000.

Changes in Face Amount

Beginning one year after the Contract  Date, as long as the Policy is not in the
grace  period,  you may request a change in the Face Amount.  If a change in the
Face  Amount  would  result  in  total   premiums  paid  exceeding  the  premium
limitations  prescribed  under  current tax law to qualify your Policy as a life
insurance contract, AUL will refund, after the next Monthiversary, the amount of
such excess above the premium limitations.  Changes in Face Amount may cause the
Policy to be treated as a Modified Endowment for federal tax purposes.

AUL  reserves  the right to decline a  requested  decrease in the Face Amount if
compliance with the guideline  premium  limitations  under current tax law would
result in immediate  termination  of the Policy,  payments would have to be made
from the Cash Value for compliance with the guideline premium  limitations,  and
the amount of such payments would exceed the Net Cash Value under the Policy.

The Face Amount after any decrease must be at least $50,000.  A decrease in Face
Amount will become effective on the  Monthiversary  that next follows receipt of
Proper Notice of a request.

Decreasing  the Face  Amount of the  Policy  may have the  effect of  decreasing
monthly cost of insurance  charges.  If you have made any  increases to the Face
Amount,  the decrease will first be applied to reduce those increases,  starting
with the most  recent.  The  decrease  will not cause a  decrease  in either the
Required Premium for the Guarantee Period or the surrender charge.

Any  increase  in the Face  Amount  must be at least  $5,000  (unless  otherwise
provided by rider), and an application must be submitted. AUL reserves the right
to require  satisfactory  evidence of insurability.  In addition,  the Insured's
Attained Age must be less than the current  maximum  Issue Age for the Policies,
as  determined  by AUL from time to time.  A change in planned  premiums  may be
advisable.  See "Premiums." The increase in Face Amount will become effective on
the Monthiversary on or next following our approval of the increase.

A new surrender charge and surrender charge period will apply to each portion of
the  Policy  resulting  from an  increase  in Face  Amount,  starting  with  the
effective date of the increase. See "Surrender Charge."

For purposes of calculating cost of insurance charges,  any Face Amount decrease
will be used to  reduce  any  previous  Face  Amount  increase  then in  effect,
starting with the latest  increase and  continuing in the reverse order in which
the  increases  were made. If any portion of the decrease is left after all Face
Amount  increases have been reduced,  it will be used to reduce the initial Face
Amount.

                                       32
<PAGE>

Selecting and Changing the Beneficiary

You select the  beneficiary  in your  application.  You may select more than one
beneficiary.  You may later change the  beneficiary in accordance with the terms
of the Policy. The primary  beneficiary,  or, if the primary  beneficiary is not
living, the contingent beneficiary,  is the person entitled to receive the Death
Benefit Proceeds under the Policy. If the Insured dies and there is no surviving
beneficiary,  the Owner (or the Owner's estate if the Owner is the Insured) will
be the  beneficiary.  If a beneficiary  is designated as  irrevocable,  then the
beneficiary's consent must be obtained to change the beneficiary.

                                  CASH BENEFITS

Policy Loans

Prior to the  death of the  Insured,  you may  borrow  against  your  Policy  by
submitting  Proper  Notice to the Home  Office at any time  after the end of the
"right to  examine"  period  while the  Policy is not in the grace  period.  The
Policy is assigned to us as the sole security for the loan.  The minimum  amount
of a new loan is $500. The maximum amount of a new loan is:

         1. 90% of the Account Value; less
         2. any loan interest due on the next Policy Anniversary; less
         3. any applicable surrender charges; less
         4. any existing loans and accrued loan interest

Outstanding  loans reduce the amount available for new loans.  Policy loans will
be processed as of the date your written request is received and approved.  Loan
proceeds  generally  will be sent to you within seven  calendar  days. See "When
Proceeds Are Paid."

     Interest.  AUL will charge  interest on any  outstanding  loan at an annual
rate of 6.0%.  Interest is due and payable on each  Policy  Anniversary  while a
loan is  outstanding.  If  interest  is not paid  when  due,  the  amount of the
interest is added to the loan and becomes part of the loan.

     Loan Collateral. When a Policy loan is made, an amount sufficient to secure
the loan is transferred out of the Investment Accounts and the Fixed Account and
into the Policy's  Loan Account.  Thus, a loan will have no immediate  effect on
the Account  Value,  but the Net Cash Value will be reduced  immediately  by the
amount  transferred  to the Loan Account.  The Owner can specify the  Investment
Accounts  from  which  collateral  will  be  transferred.  If no  allocation  is
specified,  collateral will be transferred from each Investment Account and from
the  Fixed  Account  in the  same  proportion  that  the  Account  Value in each
Investment  Account and the Fixed  Account  bears to the total  Account Value in
those accounts on the date that the loan is made.  Due and unpaid  interest will
be transferred  each Policy  Anniversary  from each  Investment  Account and the
Fixed Account to the Loan Account in the same  proportion  that each  Investment
Account value and the Fixed Account bears to the total  unloaned  Account Value.
The amount we transfer  will be the amount by which the interest due exceeds the
interest which has been credited on the Loan Account.

                                       33
<PAGE>

The Loan Account will be credited  with  interest  daily at an effective  annual
rate of not less than 4.0%.  Thus,  the  maximum  net cost of a loan is 2.0% per
year  (the net cost of a loan is the  difference  between  the rate of  interest
charged on indebtedness and the amount credited to the Loan Account).  Beginning
in the eleventh  Policy Year,  the amount in the Loan Account  securing the loan
will be  credited  with  interest at an  effective  annual rate in excess of the
minimum  guaranteed rate  (currently,  5.0%).  Thus, the current net cost of the
loan is 1.0% per year. The loan provision is not guaranteed.

Loan Repayment;  Effect if Not Repaid. You may repay all or part of your loan at
any time while the Insured is living and the Policy is in force. Loan repayments
must be sent to the Home Office and will be credited as of the date received.  A
loan repayment must be clearly marked as "loan repayment" or it will be credited
as a premium,  unless  the  premium  would  cause the Policy to fail to meet the
federal tax  definition  of a life  insurance  contract in  accordance  with the
Internal  Revenue Code.  (Loan  repayments,  unlike  premium  payments,  are not
subject to premium  expense  charges.)  When a loan  repayment is made,  Account
Value  in  the  Loan  Account  in an  amount  equivalent  to  the  repayment  is
transferred  from the Loan  Account  to the  Investment  Accounts  and the Fixed
Account.  Thus, a loan  repayment  will have no  immediate  effect on the Policy
Value,  but the Net Cash  Value  will be  increased  immediately  by the  amount
transferred from the Loan Account. Loan repayment amounts will be transferred to
the  Investment  Accounts  and  the  Fixed  Account  according  to  the  premium
allocation instructions in effect at that time.

If  the  Death  Benefit  becomes  payable  while  a  loan  is  outstanding,  any
outstanding  loan and loan  interest will be deducted in  calculating  the Death
Benefit Proceeds. See "Amount of Death Benefit Proceeds."

If the Monthly Deduction  exceeds the Net Cash Value on any  Monthiversary  when
the Guarantee Period is not in force, the Policy will be in default. You will be
sent notice of the default.  You will have a grace period to submit a sufficient
payment to avoid  termination  of  coverage  under the  Policy.  The notice will
specify  the amount  that must be repaid to prevent  termination.  See  "Premium
Payments to Prevent Lapse."

     Effect of Policy Loan. A loan, whether or not repaid, will have a permanent
effect on the Death Benefit and Policy values because the investment  results of
the  Investment  Accounts of the  Separate  Account and current  interest  rates
credited on Account Value in the Fixed Account will apply only to the non-loaned
portion of the Account Value.  The longer the loan is  outstanding,  the greater
the  effect  is  likely  to be.  Depending  on  the  investment  results  of the
Investment Accounts while the loan is outstanding, the effect could be favorable
or unfavorable.  Policy loans may increase the potential for lapse if investment
results of the Investment Accounts are less than anticipated. Also, loans could,
particularly  if not repaid,  make it more likely than otherwise for a Policy to
terminate.  See "Tax  Considerations"  for a discussion  of the tax treatment of
Policy  loans,  and the adverse tax  consequences  if a Policy lapses with loans
outstanding. In particular, if your Policy is a Modified Endowment, loans may be
currently taxable and subject to a 10% penalty tax.

Surrendering the Policy for Net Cash Value

     You may  surrender  your  Policy  at any  time  for its Net  Cash  Value by
submitting  Proper  Notice  to us.  AUL may  require  return  of the  Policy.  A
surrender charge may apply. See "Surrender  Charge." A surrender request will be
processed as of the date your written  request and all  required  documents  are
received.  Payment will  generally be made within seven calendar days. See "When
Proceeds are Paid." The Net Cash Value may be taken in one lump sum or it may be
applied to a  settlement  option.  See  "Settlement  Options."  The Policy  will
terminate  and  cease to be in force  if it is  surrendered  for one lump sum or
applied to a settlement  option.  It cannot later be reinstated.  Surrenders may
have adverse tax consequences. See "Tax Considerations."

                                       34
<PAGE>

Partial Surrenders

You may make Partial  Surrenders  under your Policy of at least $500 at any time
after the end of the "right to examine"  period by  submitting  Proper Notice to
us. As of the date AUL  receives  Proper  Notice  for a Partial  Surrender,  the
Account  Value and,  therefore,  the Cash  Value will be reduced by the  Partial
Surrender.

When you request a Partial  Surrender,  you can direct how the Partial Surrender
will be deducted from the Investment Accounts. If you provide no directions, the
Partial  Surrender  will be  deducted  from  your Cash  Value in the  Investment
Accounts  and Fixed  Account on a prorata  basis.  Partial  Surrenders  may have
adverse tax consequences. See "Tax Considerations."

If Death  Benefit  Option 1 is in effect,  AUL will reduce the Face Amount by an
amount  equal to the  Partial  Surrender.  AUL will  reject a Partial  Surrender
request if the Partial Surrender would reduce the Face Amount below $50,000,  or
if the  Partial  Surrender  would  cause the Policy to fail to qualify as a life
insurance contract under applicable tax laws, as interpreted by AUL.

Partial Surrender requests will be processed as of the date your written request
is received,  and generally  will be paid within seven  calendar days. See "When
Proceeds Are Paid."

Settlement Options

The Policy  offers  various  options of  receiving  proceeds  payable  under the
Policy,  such  as on  surrender  or  death,  other  than  in a lump  sum.  These
settlement  options  are  summarized  below.  All of these  options are forms of
fixed-benefit  annuities which do not vary with the investment  performance of a
separate account. Any representative  authorized to sell this Policy can further
explain these options upon request.

You may apply  proceeds of $2,000 or more which are payable under this Policy to
any of the following options:

     Option 1 - Income for a Fixed Period. Proceeds are payable in equal monthly
installments for a specified number of years, not to exceed 20.

     Option 2 - Life Annuity.  Proceeds are paid in equal  monthly  installments
for as long as the payee lives. A number of payments can be guaranteed,  such as
120, or the number of payments required to refund the proceeds applied.

     Option 3 -Survivorship  Annuity.  Proceeds are paid in monthly installments
for as long as either the first  payee or  surviving  payee  lives.  A number of
payments  equal  to the  initial  payment  can be  guaranteed,  such as  120.  A
different monthly  installment  payable to the surviving payee can be specified.
Any other  method or  frequency  of  payment  we agree to may be used to pay the
proceeds of this Policy.

                                       35
<PAGE>

Policy proceeds  payable in one sum will accumulate at interest from the date of
death or surrender  to the payment date at the rate of interest  then paid by us
or at the rate specified by statute, whichever is greater. We will determine the
amount  payable  under any option.  The minimum  interest rate used in computing
payments under all options will be 3% per year.

You may  select  or  change an  option  by  giving  Proper  Notice  prior to the
settlement date. If no option is in effect on the settlement date, the payee may
select an option.  If this Policy is assigned or if the payee is a  corporation,
association,  partnership,  trustee  or  estate,  a  settlement  option  will be
available only with our consent.

If a payee  dies and there is no  surviving  payee,  we will pay a single sum to
such  payee's  estate.  The  final  payment  will be the  commuted  value of any
remaining guaranteed payments.

Settlement  option  payments  will be exempt from the claims of creditors to the
maximum extent permitted by law.

     Minimum  Amounts.  AUL  reserves  the right to pay the total  amount of the
Policy in one lump sum, if less than $2,000.  If monthly  payments are less than
$100, payments may be made less frequently at AUL's option.

The  proceeds of this  Policy may be paid in any other  method or  frequency  of
payment acceptable to us.

Specialized Uses of the Policy

Because the Policy provides for an accumulation of Cash Value as well as a Death
Benefit,  the Policy can be used for various  individual and business  financial
planning  purposes.  Purchasing  the  Policy in part for such  purposes  entails
certain risks. For example, if the investment performance of Investment Accounts
to which  Variable  Account  value is  allocated  is poorer than  expected or if
sufficient  premiums  are not paid,  the Policy may lapse or may not  accumulate
sufficient  Variable  Account value to fund the purpose for which the Policy was
purchased.  Partial Surrenders and Policy loans may significantly affect current
and future Account Value, Net Cash Value, or Death Benefit  Proceeds.  Depending
upon Investment Account investment  performance and the amount of a Policy loan,
the loan may cause a Policy to lapse.  Because the Policy is designed to provide
benefits on a long-term  basis,  before  purchasing  a Policy for a  specialized
purpose a purchaser  should consider  whether the long-term nature of the Policy
is consistent with the purpose for which it is being considered.  Using a Policy
for a specialized purpose may have tax consequences. See "Tax Considerations."

Life Insurance Retirement Plans

Any  Owners or  applicants  who wish to  consider  using the Policy as a funding
vehicle  for   (non-qualified)   retirement   purposes  may  obtain   additional
information  from us. An Owner could pay premiums under a Policy for a number of
years, and upon retirement, could utilize a Policy's loan and partial withdrawal
features to access  Account Value as a source of retirement  income for a period
of  time.  This  use of a  Policy  does  not  alter  an  Owner's  rights  or our
obligations  under a Policy;  the Policy would remain a life insurance  contract
that, so long as it remains in force,  provides for a Death Benefit payable when
the Insured dies.

                                       36
<PAGE>

Illustrations are available upon request that portray how the Policy can be used
as a funding mechanism for (non-qualified)  retirement plans, referred to herein
as "life insurance  retirement plans," for individuals.  Illustrations  provided
upon request  show the effect on Account  Value,  Cash Value,  and the net Death
Benefit of premiums paid under a Policy and partial  withdrawals and loans taken
for  retirement  income;  or  reflecting  allocation  of premiums  to  specified
Investment Accounts. This information will be portrayed at hypothetical rates of
return  that are  requested.  Charts and graphs  presenting  the  results of the
illustrations  or a comparison of retirement  strategies  will also be furnished
upon request.  Any graphic  presentations and retirement strategy charts must be
accompanied by a corresponding  illustration;  illustrations must always include
or be accompanied by comparable  information that is based on guaranteed cost of
insurance  rates and that  presents a  hypothetical  gross rate of return of 0%.
Retirement illustrations will not be furnished with a hypothetical gross rate of
return in excess of 12%.

The  hypothetical  rates of return in illustrations  are  illustrative  only and
should  not be  interpreted  as a  representation  of past or future  investment
results.  Policy  values  and  benefits  shown  in the  illustrations  would  be
different if the gross annual investment rates of return were different from the
hypothetical  rates  portrayed,  if  premiums  were not paid when due,  and loan
interest was paid when due.  Withdrawals  or loans may have an adverse effect on
Policy benefits.

Risks of Life Insurance Retirement Plans

Using your Policy as a funding vehicle for retirement  income purposes  presents
several risks,  including the risk that if your Policy is insufficiently  funded
in  relation  to the  income  stream  from your  Policy,  your  Policy can lapse
prematurely and result in significant income tax liability to you in the year in
which the lapse occurs.  Other risks  associated with borrowing from your Policy
also apply.  Loans will be automatically  repaid from the gross Death Benefit at
the death of the Insured,  resulting in the estimated payment to the beneficiary
of the net Death  Benefit,  which will be less than the gross Death  Benefit and
may be less than the Face Amount. Upon surrender, the loan will be automatically
repaid,  resulting in the payment to you of the Net Cash Value. Similarly,  upon
lapse,  the loan will be  automatically  repaid,  and the Policy will  terminate
without value. The automatic  repayment of the loan upon lapse or surrender will
cause the  recognition  of taxable income to the extent that Net Cash Value plus
the amount of the repaid  loan  exceeds  your basis in the Policy.  Thus,  under
certain  circumstances,  surrender  or lapse of your Policy  could result in tax
liability  to you.  In  addition,  to  reinstate a lapsed  Policy,  you would be
required to make certain payments. Thus, you should be careful to fashion a life
insurance  retirement plan so that your Policy will not lapse  prematurely under
various market  scenarios as a result of  withdrawals  and loans taken from your
Policy.

To avoid lapse of your Policy,  it is important to fashion a payment stream that
does not leave your Policy with  insufficient Net Cash Value.  Determinations as
to the amount to  withdraw or borrow each year  warrant  careful  consideration.
Careful  consideration  should also be given to any  assumptions  respecting the
hypothetical  rate of return,  to the duration of withdrawals and loans,  and to
the amount of Account Value that should remain in your Policy upon its maturity.
Poor  investment  performance  can  contribute  to the risk that your Policy may
lapse. In addition,  the cost of insurance  generally  increases with the age of
the Insured,  which can further erode  existing Net Cash Value and contribute to
the risk of lapse.

                                       37
<PAGE>

Further,  interest  on a  Policy  loan is due to us for any  Policy  Year on the
Policy  Anniversary.  If this  interest is not paid when due, it is added to the
amount of the  outstanding  loans and loan  interest,  and  interest  will begin
accruing thereon from that date. This can have a compounding  effect, and to the
extent that the outstanding  loan balance exceeds your basis in the Policy,  the
amounts  attributable  to interest due on the loans can add to your federal (and
possibly state) income tax liability.

You should  consult  with your  financial  and tax  advisers in designing a life
insurance  retirement  plan that is suitable.  Further,  you should  continue to
monitor  the Net Cash Value  remaining  in a Policy to assure that the Policy is
sufficiently funded to continue to support the desired income stream and so that
it will not lapse. In this regard,  you should consult your periodic  statements
to determine the amount of the remaining Net Cash Value.  Illustrations  showing
the effect of charges under the Policy upon existing Account Value or the effect
of future withdrawals or loans upon the Policy's Account Value and Death Benefit
are  available  from  your   representative.   Consideration   should  be  given
periodically  to whether the Policy is  sufficiently  funded so that it will not
lapse prematurely.

Because of the potential risks  associated with borrowing from a Policy,  use of
the  Policy  in  connection  with a life  insurance  retirement  plan may not be
suitable  for all Owners.  These risks  should be  carefully  considered  before
borrowing from the Policy to provide an income stream.

          ILLUSTRATIONS OF ACCOUNT VALUES, CASH VALUES, DEATH BENEFITS
                        AND ACCUMULATED PREMIUM PAYMENTS

The following tables have been prepared to illustrate hypothetically how certain
values under a Policy change with investment performance over an extended period
of time.  The  tables  illustrate  how  Account  Values,  Cash  Values and Death
Benefits  under a Policy  covering  an Insured of a given age on the Policy Date
would vary over time if planned  premium  payments  were paid  annually  and the
return on the assets in each of the Funds were an assumed  uniform  gross annual
rate of 0%, 6% and 12%. The values  would be  different  from those shown if the
returns  averaged  0%, 6% or 12% but  fluctuated  over and under those  averages
throughout the years shown. The tables also show planned premiums accumulated at
5% interest compounded annually. The hypothetical investment rates of return are
illustrative  only and should not be deemed a  representation  of past or future
investment  rates of return.  The tables  may be deemed to be  "forward  looking
statements," and are based on certain assumptions.  Actual performance under the
Policy may differ  materially from performance  described in the tables.  Actual
rates  of  return  for a  particular  Policy  may  be  more  or  less  than  the
hypothetical  investment rates of return and will depend on a number of factors,
including the investment  allocations  made by an Owner and prevailing  interest
rates and rates of inflation.  These illustrations  assume that Net Premiums are
allocated equally among the 16 Investment  Accounts  available under the Policy,
and that no amounts are allocated to the Fixed Account. These illustrations also
assume  that no Policy  loans have been made and that the premium is paid at the
beginning  of each Policy  Year.  Values  would be different if the premiums are
paid with a different frequency or in different amounts.

                                       38
<PAGE>

The illustrations  reflect the fact that the net investment return on the assets
held in the  Investment  Accounts is lower than the gross return of the selected
Portfolios.  The tables assume an average  annual  expense ratio of 0.76% of the
average daily net assets of the Portfolios  available  under the Policies.  This
average  annual  expense  ratio is based on the  expense  ratios  of each of the
Portfolios for the last fiscal year, adjusted, as appropriate,  for any material
changes in expenses  effective for the current  fiscal year of a Portfolio.  For
information on the Portfolios' expenses,  see the prospectuses for the Funds and
Portfolios.

The  illustrations  also reflect the deduction of the premium expense charge and
the Monthly  Deduction.  AUL has the contractual  right to charge the guaranteed
maximum charges. The current cost of insurance charges and,  alternatively,  the
guaranteed  cost of insurance  charges are  reflected in separate  illustrations
tjat follow.  All the  illustrations  reflect the fact that no tax charges other
than the premium tax charge are currently made against the Separate  Account and
assume no outstanding loans and loan interest or charges for rider benefits.

The illustrations are based on AUL's sex distinct rates. Upon request,  an Owner
will be  furnished  with a  comparable  illustration  based  upon  the  proposed
Insured's  individual  circumstances.  Such  illustrations  may assume different
hypothetical  rates of return than those illustrated in the following tables. We
may make a reasonable charge to provide such illustrations.

                                       39
<PAGE>

                     AMERICAN UNITED LIFE INSURANCE COMPANY

                           FLEXIBLE PREMIUM ADJUSTABLE

                             VARIABLE LIFE INSURANCE
<TABLE>
<S>            <C>          <C>                                    <C>                                <C>                           


MALE ISSUE AGE:  40                                                                                       $500,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER                                                                               DEATH BENEFIT OPTION 1

VARIABLE INVESTMENT                     $_____ ANNUAL PREMIUM USING GUARANTEED CHARGES



                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

                                   Assuming Hypothetical              Assuming Hypothetical               Assuming Hypothetical
                PREMIUMS               Gross Annual                        Gross Annual                       Gross Annual
                 ACCUM.            Investment Return of                Investment Return of               Investment Return of
    END          AT 5%       ________________________________    ________________________________   ________________________________
    OF          INTEREST
   YEAR         PER YEAR       0% Gross 6% Gross  12% Gross         0% Gross 6% Gross  12% Gross        0% Gross 6% Gross 12% Gross
                                        
- ------------ --------------- ---------------------------------- ----------------------------------- -------------------------------

     1
     2
     3
     4
     5

     6
     7
     8
     9
    10

    11
    12
    13
    14
    15

    20
    25
    30

</TABLE>


(1)  Assumes that no Policy loans have been made.

(2)  Current values reflect applicable premium expenses charges, current cost of
     insurance  rates,  a monthly  administrative  charge of $30.00 per month in
     year 1 and $5.00 per month  thereafter,  and a mortality  and expense  risk
     charge of 0.75% of assets  during  the first ten  Policy Years, and 0.25%
     thereafter.

(3)  Net investment  returns are calculated as the hypothetical gross investment
     returns less all charges and deductions shown in the Prospectus.

(4)  Assumes that the planned  periodic premium is paid at the beginning of each
     Policy  Year.  Values  would be  different  if the  premiums  are paid with
     different frequency or in different amounts.

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would correspond to approximate net annual rates of ___%,  ____%, and ____%
     respectively,  during the first ten Policy Years, and ___%, ___%, and ____%
     respectively thereafter.


THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAT  THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS  INCLUDING  THE
INVESTMENT  ALLOCATIONS MADE BY AN OWNER AND PREVAILING RATES. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
RATES  OF  RETURN  AVERAGED  0%,  6%,  OR 12% OVER A  PERIOD  OF YEARS  BUT ALSO
FLUCTUATED  ABOVE OR BELOW  THOSE  AVERAGES  FOR  INDIVIDUAL  POLICY  YEARS.  NO
REPRESENTATION  CAN BE MADE BY AUL OR THE  PORTFOLIOS  THAT  THESE  HYPOTHETICAL
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF
TIME.

                                       40
<PAGE>


                     AMERICAN UNITED LIFE INSURANCE COMPANY

                        VARIABLE UNIVERSAL LIFE INSURANCE

<TABLE>
  <S>          <C>             <C>                                <C>                               <C>                           

MALE ISSUE AGE:  40                                                                                       $500,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER                                                                               DEATH BENEFIT OPTION 1

VARIABLE INVESTMENT                     $5,000 ANNUAL PREMIUM USING GUARANTEED CHARGES




                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

                                   Assuming Hypothetical              Assuming Hypothetical               Assuming Hypothetical
                PREMIUMS               Gross Annual                        Gross Annual                       Gross Annual
                 ACCUM.            Investment Return of                Investment Return of               Investment Return of
    END          AT 5%       ________________________________    ________________________________  ________________________________
    OF          INTEREST
   YEAR         PER YEAR        0% Gross 6% Gross  12% Gross   0% Gross 6% Gross  12% Gross        0% Gross 6% Gross 12% Gross
- ------------ --------------- --------------------------------- ----------------------------------- --------------------------------

     1
     2
     3
     4
     5

     6
     7
     8
     9
    10

    11
    12
    13
    14
    15

    20
    25
    30

</TABLE>

(1)  Assumes that no Policy loans have been made.

(2)  Current values reflect applicable premium expenses charges, current cost of
     insurance  rates,  a monthly  administrative  charge of $30.00 per month in
     year 1 and $10.00 per month  thereafter,  and a mortality  and expense risk
     charge of 0.75% of assets  during  the first ten  Policy Years , and 0.25%
     thereafter.

(3)  Net investment  returns are calculated as the hypothetical gross investment
     returns less all charges and deductions shown in the Prospectus.

(4)  Assumes that the planned  periodic premium is paid at the beginning of each
     Policy  Year.  Values  would be  different  if the  premiums  are paid with
     different frequency or in different amounts.

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would correspond to approximate net annual rates of ___%,  ____%, and ____%
     respectively,  during the first ten Policy Years, and ___%, ___%, and ____%
     respectively thereafter.


THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAT  THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS  INCLUDING  THE
INVESTMENT  ALLOCATIONS MADE BY AN OWNER AND PREVAILING RATES. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
RATES  OF  RETURN  AVERAGED  0%,  6%,  OR 12% OVER A  PERIOD  OF YEARS  BUT ALSO
FLUCTUATED  ABOVE OR BELOW  THOSE  AVERAGES  FOR  INDIVIDUAL  POLICY  YEARS.  NO
REPRESENTATION  CAN BE MADE BY AUL OR THE  PORTFOLIOS  THAT  THESE  HYPOTHETICAL
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF
TIME.
                                       41
<PAGE>

                     AMERICAN UNITED LIFE INSURANCE COMPANY


                        VARIABLE UNIVERSAL LIFE INSURANCE


<TABLE>

  <S>          <C>            <C>                                <C>                                 <C>                           
MALE ISSUE AGE:  40                                                                                       $500,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER                                                                               DEATH BENEFIT OPTION 2

VARIABLE INVESTMENT                       $5,000 ANNUAL PREMIUM USING CURRENT CHARGES




                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

                                   Assuming Hypothetical              Assuming Hypothetical               Assuming Hypothetical
                PREMIUMS               Gross Annual                        Gross Annual                       Gross Annual
                 ACCUM.            Investment Return of                Investment Return of               Investment Return of
    END          AT 5%       ________________________________    ________________________________   ________________________________
    OF          INTEREST
   YEAR         PER YEAR       0% Gross 6% Gross  12% Gross         0% Gross 6% Gross  12% Gross        0% Gross 6% Gross 12% Gross
- ------------ --------------- ---------------------------------- ----------------------------------- -------------------------------

     1
     2
     3
     4
     5

     6
     7
     8
     9
    10

    11
    12
    13
    14
    15

    20
    25
    30

</TABLE>

(1)  Assumes that no Policy loans have been made.

(2)  Current values reflect applicable premium expenses charges, current cost of
     insurance  rates,  a monthly  administrative  charge of $30.00 per month in
     year 1 and $5.00 per month  thereafter,  and a mortality  and expense  risk
     charge of 0.75% of assets  during  the first ten  Policy Years , and 0.25%
     thereafter.

(3)  Net investment  returns are calculated as the hypothetical gross investment
     returns less all charges and deductions shown in the Prospectus.

(4)  Assumes that the planned  periodic premium is paid at the beginning of each
     Policy  Year.  Values  would be  different  if the  premiums  are paid with
     different frequency or in different amounts.

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would correspond to approximate net annual rates of ___%,  ____%, and ____%
     respectively,  during the first ten Policy Years, and ___%, ___%, and ____%
     respectively thereafter.



THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAT  THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS  INCLUDING  THE
INVESTMENT  ALLOCATIONS MADE BY AN OWNER AND PREVAILING RATES. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
RATES  OF  RETURN  AVERAGED  0%,  6%,  OR 12% OVER A  PERIOD  OF YEARS  BUT ALSO
FLUCTUATED  ABOVE OR BELOW  THOSE  AVERAGES  FOR  INDIVIDUAL  POLICY  YEARS.  NO
REPRESENTATION  CAN BE MADE BY AUL OR THE  PORTFOLIOS  THAT  THESE  HYPOTHETICAL
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF
TIME.

                                       42
<PAGE>

                   AMERICAN UNITED LIFE INSURANCE COMPANY

                        VARIABLE UNIVERSAL LIFE INSURANCE

<TABLE>
  <S>          <C>            <C>                                <C>                                 <C>                           


MALE ISSUE AGE:  40                                                                                       $500,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER                                                                               DEATH BENEFIT OPTION 2

VARIABLE INVESTMENT                     $5,000 ANNUAL PREMIUM USING GUARANTEED CHARGES



                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

                                   Assuming Hypothetical              Assuming Hypothetical               Assuming Hypothetical
                PREMIUMS               Gross Annual                        Gross Annual                       Gross Annual
                 ACCUM.            Investment Return of                Investment Return of               Investment Return of
    END          AT 5%       ________________________________    ________________________________   ________________________________
    OF          INTEREST
   YEAR         PER YEAR      0% Gross 6% Gross  12% Gross         0% Gross 6% Gross  12% Gross        0% Gross 6% Gross 12% Gross
- ------------ --------------- ---------------------------------- ----------------------------------- ------------------------------

     1
     2
     3
     4
     5

     6
     7
     8
     9
    10

    11
    12
    13
    14
    15

    20
    25
    30

</TABLE>

(1)  Assumes that no Policy loans have been made.

(2)  Current values reflect applicable premium expenses charges, current cost of
     insurance  rates,  a monthly  administrative  charge of $30.00 per month in
     year 1 and $10.00 per month  thereafter,  and a mortality  and expense risk
     charge of 0.75% of assets  during  the  first ten  Policy Years , and 0.25%
     thereafter.

(3)  Net investment  returns are calculated as the hypothetical gross investment
     returns less all charges and deductions shown in the Prospectus.

(4)  Assumes that the planned  periodic premium is paid at the beginning of each
     Policy  Year.  Values  would be  different  if the  premiums  are paid with
     different frequency or in different amounts.

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would correspond to approximate net annual rates of ___%,  ____%, and ____%
     respectively,  during the first ten Policy Years, and ___%, ___%, and ____%
     respectively thereafter.



THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAT  THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS  INCLUDING  THE
INVESTMENT  ALLOCATIONS MADE BY AN OWNER AND PREVAILING RATES. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
RATES  OF  RETURN  AVERAGED  0%,  6%,  OR 12% OVER A  PERIOD  OF YEARS  BUT ALSO
FLUCTUATED  ABOVE OR BELOW  THOSE  AVERAGES  FOR  INDIVIDUAL  POLICY  YEARS.  NO
REPRESENTATION  CAN BE MADE BY AUL OR THE  PORTFOLIOS  THAT  THESE  HYPOTHETICAL
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF
TIME. 
                                       43

<PAGE>

                     AMERICAN UNITED LIFE INSURANCE COMPANY

                        VARIABLE UNIVERSAL LIFE INSURANCE


<TABLE>
<S>          <C>                <C>                                <C>                                <C>                           

MALE ISSUE AGE:  55                                                                                       $500,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER                                                                               DEATH BENEFIT OPTION 1

VARIABLE INVESTMENT                       $_____ ANNUAL PREMIUM USING CURRENT CHARGES



                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

                                   Assuming Hypothetical              Assuming Hypothetical               Assuming Hypothetical
                PREMIUMS               Gross Annual                        Gross Annual                       Gross Annual
                 ACCUM.            Investment Return of                Investment Return of               Investment Return of
    END          AT 5%       ________________________________    ________________________________   ________________________________
    OF          INTEREST
   YEAR         PER YEAR     0% Gross 6% Gross  12% Gross         0% Gross 6% Gross  12% Gross        0% Gross 6% Gross 12% Gross
- ------------ --------------- ---------------------------------- ----------------------------------- ------------------------------

     1
     2
     3
     4
     5

     6
     7
     8
     9
    10

    11
    12
    13
    14
    15

    20
    25
    30

</TABLE>

(1)  Assumes that no Policy loans have been made.

(2)  Current values reflect applicable premium expenses charges, current cost of
     insurance  rates,  a monthly  administrative  charge of $30.00 per month in
     year 1 and $5.00 per month  thereafter,  and a mortality  and expense  risk
     charge of 0.75% of assets  during  the  first ten  Policy Years , and 0.25%
     thereafter.

(3)  Net investment  returns are calculated as the hypothetical gross investment
     returns less all charges and deductions shown in the Prospectus.

(4)  Assumes that the planned  periodic premium is paid at the beginning of each
     Policy  Year.  Values  would be  different  if the  premiums  are paid with
     different frequency or in different amounts.

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would correspond to approximate net annual rates of ___%,  ____%, and ____%
     respectively,  during the first ten Policy Years, and ___%, ___%, and ____%
     respectively thereafter.



THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAT  THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS  INCLUDING  THE
INVESTMENT  ALLOCATIONS MADE BY AN OWNER AND PREVAILING RATES. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
RATES  OF  RETURN  AVERAGED  0%,  6%,  OR 12% OVER A  PERIOD  OF YEARS  BUT ALSO
FLUCTUATED  ABOVE OR BELOW  THOSE  AVERAGES  FOR  INDIVIDUAL  POLICY  YEARS.  NO
REPRESENTATION  CAN BE MADE BY AUL OR THE  PORTFOLIOS  THAT  THESE  HYPOTHETICAL
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF
TIME.
                                       44

<PAGE>

                     AMERICAN UNITED LIFE INSURANCE COMPANY

                        VARIABLE UNIVERSAL LIFE INSURANCE

<TABLE>
<S>            <C>            <C>                                <C>                                 <C>                           


MALE ISSUE AGE:  55                                                                                       $250,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER                                                                               DEATH BENEFIT OPTION 1

VARIABLE INVESTMENT                     $5,000 ANNUAL PREMIUM USING GUARANTEED CHARGES




                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

                                   Assuming Hypothetical              Assuming Hypothetical               Assuming Hypothetical
                PREMIUMS               Gross Annual                        Gross Annual                       Gross Annual
                 ACCUM.            Investment Return of                Investment Return of               Investment Return of
    END          AT 5%       ________________________________    ________________________________   ________________________________
    OF          INTEREST
   YEAR         PER YEAR     0% Gross 6% Gross  12% Gross         0% Gross 6% Gross  12% Gross        0% Gross 6% Gross 12% Gross
- ------------ --------------- ---------------------------------- ----------------------------------- -----------------------------

     1
     2
     3
     4
     5

     6
     7
     8
     9
    10

    11
    12
    13
    14
    15

    20
    25
    30

</TABLE>

(1)  Assumes that no Policy loans have been made.

(2)  Current values reflect applicable premium expenses charges, current cost of
     insurance  rates,  a monthly  administrative  charge of $30.00 per month in
     year 1 and $10.00 per month  thereafter,  and a mortality  and expense risk
     charge of 0.75% of assets  during  the  first ten  Policy Years , and 0.25%
     thereafter.

(3)  Net investment  returns are calculated as the hypothetical gross investment
     returns less all charges and deductions shown in the Prospectus.

(4)  Assumes that the planned  periodic premium is paid at the beginning of each
     Policy  Year.  Values  would be  different  if the  premiums  are paid with
     different frequency or in different amounts.

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would correspond to approximate net annual rates of ___%,  ____%, and ____%
     respectively,  during the first ten Policy Years, and ___%, ___%, and ____%
     respectively thereafter.


THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAT  THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS  INCLUDING  THE
INVESTMENT  ALLOCATIONS MADE BY AN OWNER AND PREVAILING RATES. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
RATES  OF  RETURN  AVERAGED  0%,  6%,  OR 12% OVER A  PERIOD  OF YEARS  BUT ALSO
FLUCTUATED  ABOVE OR BELOW  THOSE  AVERAGES  FOR  INDIVIDUAL  POLICY  YEARS.  NO
REPRESENTATION  CAN BE MADE BY AUL OR THE  PORTFOLIOS  THAT  THESE  HYPOTHETICAL
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF
TIME.
                                       45
<PAGE>

                     AMERICAN UNITED LIFE INSURANCE COMPANY

                        VARIABLE UNIVERSAL LIFE INSURANCE

<TABLE>
<S>          <C>              <C>                                <C>                                 <C>                           

MALE ISSUE AGE:  55                                                                                       $250,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER                                                                               DEATH BENEFIT OPTION 2

VARIABLE INVESTMENT                       $5,300 ANNUAL PREMIUM USING CURRENT CHARGES




                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

                                   Assuming Hypothetical              Assuming Hypothetical               Assuming Hypothetical
                PREMIUMS               Gross Annual                        Gross Annual                       Gross Annual
                 ACCUM.            Investment Return of                Investment Return of               Investment Return of
    END          AT 5%       ________________________________    ________________________________   ________________________________
    OF          INTEREST
   YEAR         PER YEAR       0% Gross 6% Gross  12% Gross         0% Gross 6% Gross  12% Gross        0% Gross 6% Gross 12% Gross
- ------------ --------------- ---------------------------------- ----------------------------------- -------------------------------

     1
     2
     3
     4
     5

     6
     7
     8
     9
    10

    11
    12
    13
    14
    15

    20
    25
    30

</TABLE>

(1)  Assumes that no Policy loans have been made.

(2)  Current values reflect applicable premium expenses charges, current cost of
     insurance  rates,  a monthly  administrative  charge of $30.00 per month in
     year 1 and $5.00 per month  thereafter,  and a mortality  and expense  risk
     charge of 0.75% of assets  during  the  first ten  Policy Years , and 0.25%
     thereafter.

(3)  Net investment  returns are calculated as the hypothetical gross investment
     returns less all charges and deductions shown in the Prospectus.

(4)  Assumes that the planned  periodic premium is paid at the beginning of each
     Policy  Year.  Values  would be  different  if the  premiums  are paid with
     different frequency or in different amounts.

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would correspond to approximate net annual rates of ___%,  ____%, and ____%
     respectively,  during the first ten Policy Years, and ___%, ___%, and ____%
     respectively thereafter.


THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAT  THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS  INCLUDING  THE
INVESTMENT  ALLOCATIONS MADE BY AN OWNER AND PREVAILING RATES. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
RATES  OF  RETURN  AVERAGED  0%,  6%,  OR 12% OVER A  PERIOD  OF YEARS  BUT ALSO
FLUCTUATED  ABOVE OR BELOW  THOSE  AVERAGES  FOR  INDIVIDUAL  POLICY  YEARS.  NO
REPRESENTATION  CAN BE MADE BY AUL OR THE  PORTFOLIOS  THAT  THESE  HYPOTHETICAL
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF
TIME.
                                       46
<PAGE>

                     AMERICAN UNITED LIFE INSURANCE COMPANY

                        VARIABLE UNIVERSAL LIFE INSURANCE
<TABLE>
<S>          <C>            <C>                                <C>                                 <C>                           


MALE ISSUE AGE:  55                                                                                       $250,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER                                                                               DEATH BENEFIT OPTION 2

VARIABLE INVESTMENT                     $5,000 ANNUAL PREMIUM USING GUARANTEED CHARGES




                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

                                   Assuming Hypothetical              Assuming Hypothetical               Assuming Hypothetical
                PREMIUMS               Gross Annual                        Gross Annual                       Gross Annual
                 ACCUM.            Investment Return of                Investment Return of               Investment Return of
    END          AT 5%       ________________________________    ________________________________   ________________________________
    OF          INTEREST
   YEAR         PER YEAR     0% Gross 6% Gross  12% Gross         0% Gross 6% Gross  12% Gross        0% Gross 6% Gross 12% Gross
- ------------ --------------- ---------------------------------- ----------------------------------- -----------------------------

     1
     2
     3
     4
     5

     6
     7
     8
     9
    10

    11
    12
    13
    14
    15

    20
    25
    30

</TABLE>

(1)  Assumes that no Policy loans have been made.

(2)  Current values reflect applicable premium expenses charges, current cost of
     insurance  rates,  a monthly  administrative  charge of $30.00 per month in
     year 1 and $10.00 per month  thereafter,  and a mortality  and expense risk
     charge of 0.75% of assets  during  the  first ten  Policy Years , and 0.25%
     thereafter.

(3)  Net investment  returns are calculated as the hypothetical gross investment
     returns less all charges and deductions shown in the Prospectus.

(4)  Assumes that the planned  periodic premium is paid at the beginning of each
     Policy  Year.  Values  would be  different  if the  premiums  are paid with
     different frequency or in different amounts.

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would correspond to approximate net annual rates of ___%,  ____%, and ____%
     respectively,  during the first ten Policy Years, and ___%, ___%, and ____%
     respectively thereafter.



THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAT  THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS  INCLUDING  THE
INVESTMENT  ALLOCATIONS MADE BY AN OWNER AND PREVAILING RATES. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
RATES  OF  RETURN  AVERAGED  0%,  6%,  OR 12% OVER A  PERIOD  OF YEARS  BUT ALSO
FLUCTUATED  ABOVE OR BELOW  THOSE  AVERAGES  FOR  INDIVIDUAL  POLICY  YEARS.  NO
REPRESENTATION  CAN BE MADE BY AUL OR THE  PORTFOLIOS  THAT  THESE  HYPOTHETICAL
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF
TIME.
                                       46

<PAGE>

                      OTHER POLICY BENEFITS AND PROVISIONS

Limits on Rights to Contest the Policy

     Incontestability.  In the  absence  of fraud,  after the Policy has been in
force during the Insured's  lifetime for two years from the Contract  Date,  AUL
may not  contest  the  Contract.  Any  increase  in the Face  Amount will not be
contested after the increase has been in force during the Insured's lifetime for
two years  following the effective date of the increase.  If you did not request
the Face Amount  increase or if evidence of  insurability  was not required,  we
will not contest the increase.

If a Policy lapses and it is reinstated,  we can contest the  reinstated  Policy
during the first two years after the effective  date of the  reinstatement,  but
only for statements made in the application for reinstatement.

     Suicide  Exclusion.  If the Insured dies by suicide,  while sane or insane,
within two years of the Contract Date or the effective date of any reinstatement
(or less if required by state law),  the amount  payable by AUL will be equal to
the premiums paid less any loan, loan interest, and any Partial Surrender.

If the Insured dies by suicide, while sane or insane, within two years after the
effective  date of any increase in the Face Amount (or less if required by state
law),  the amount payable by AUL on such increase will be limited to the Monthly
Deduction associated with the increase.

                                       47

<PAGE>


Changes in the Policy or Benefits

     Misstatement  of Age or  Sex.  If it is  determined  the  age or sex of the
Insured as stated in the Policy is not  correct,  the Death  Benefit will be the
greater of: (1) the amount  which  would have been  purchased  at the  Insured's
correct age and sex by the most recent cost of insurance  charge  assessed prior
to the date we receive  proof of death;  or (2) the Account Value as of the date
we receive proof of death,  multiplied by the Minimum  Insurance  Percentage for
the correct age.

     Other  Changes.  Upon notice,  AUL may modify the Policy,  but only if such
modification is necessary to: (1) make the Policy or the Separate Account comply
with any applicable law or regulation  issued by a governmental  agency to which
AUL is  subject;  (2) assure  continued  qualification  of the Policy  under the
Internal  Revenue Code or other  federal or state laws relating to variable life
contracts; (3) reflect a change in the operation of the Separate Account; or (4)
provide  additional  Separate  Account and/or fixed  accumulation  options.  AUL
reserves  the right to modify the Policy as  necessary to attempt to prevent the
Owner from being considered the owner of the assets of the Separate Account.  In
the event of any such modification, AUL will issue an appropriate endorsement to
the Policy,  if required.  AUL will  exercise  these rights in  accordance  with
applicable law, including approval of Owners, if required.

Any change of the Policy must be approved by AUL's President,  Vice President or
Secretary.  No  representative is authorized to change or waive any provision of
the Policy.

Change of Insured

While the Policy is in force,  it may be exchanged  for a new Policy on the life
of  a  substitute  Insured.   The  exercise  of  this  exchange  is  subject  to
satisfactory  evidence of insurability for the substitute Insured.  The Contract
Date of the new Policy will  generally be the same as the  Contract  Date of the
exchanged  Policy.  The  Issue  Date of the new  Policy  will be the date of the
exchange.  The initial Cash Value of the new Policy will be the same as the Cash
Value of the  exchanged  Policy  on the date of the  exchange.  Exercise  of the
Change of Insured provision will result in a taxable exchange.

Exchange for Paid-Up Policy

You may exchange the Policy for a paid-up whole life policy by Proper Notice and
upon  returning  the Policy to the Home  Office.  The new policy will be for the
level face  amount,  not greater than the  Policy's  Face  Amount,  which can be
purchased by the Policy's Net Cash Value. The new policy will be purchased using
the  continuous  net single  premium for the  Insured's  age upon the  Insured's
nearest birthday at the time of the exchange.  We will pay you any remaining Net
Cash Value that was not used to purchase the new policy.

At any time after this option is elected,  the cash value of the new policy will
be its net single  premium at the  Insured's  then  attained age. All net single
premiums will be based on 3% interest and the guaranteed cost of insurance rates
of the Policy. No riders may be attached to the new policy.

When Proceeds Are Paid

AUL will  ordinarily  pay any Death Benefit  Proceeds,  loan  proceeds,  Partial
Surrender proceeds,  or Full Surrender proceeds within seven calendar days after
receipt at the Home  Office of all the  documents  required  for such a payment.
Other than the Death Benefit,  which is determined as of the date of death,  the
amount  will be  determined  as of the date of  receipt of  required  documents.
However,  AUL may delay making a payment or processing a transfer request if (1)
the New York  Stock  Exchange  is closed  for other  than a regular  holiday  or
weekend, trading is restricted by the SEC, or the SEC declares that an emergency
exists as a result of which the disposal or valuation of Separate Account assets
is not reasonably  practicable;  or (2) the SEC by order permits postponement of
payment to protect Owners.

                                       48

<PAGE>


Dividends

You will receive any dividends declared by us as long as the Policy is in force.
Dividend  payments  will  be  applied  to  increase  the  Account  Value  in the
Investment Accounts and Fixed Account on a prorata basis unless you request cash
payment. We do not anticipate declaring any dividends.

Reports to Policy Owners

At least  once a year,  you will be sent a report  at your  last  known  address
showing, as of the end of the current report period:  Account Value, Cash Value,
Death  Benefit,  amount of interest  credited  to amounts in the Fixed  Account,
change in value of  amounts  in the  Separate  Account,  premiums  paid,  loans,
Partial  Surrenders,  expense charges,  and cost of insurance  charges since the
prior report.  You will also be sent an annual and a semiannual  report for each
Fund or Portfolio  underlying an Investment  Account to which you have allocated
Account Value, including a list of the securities held in each Fund, as required
by the 1940  Act.  In  addition,  when you pay  premiums  (except  for  premiums
deducted  automatically),  or if you take out a loan, transfer amounts among the
Investment  Accounts and Fixed  Account or take  surrenders,  you will receive a
written confirmation of these transactions.

Assignment

The Policy  may be  assigned  in  accordance  with its  terms.  In order for any
assignment  to be binding  upon AUL, it must be in writing and filed at the Home
Office.  Once AUL has  received a signed  copy of the  assignment,  the  Owner's
rights and the interest of any beneficiary (or any other person) will be subject
to the assignment. If there are any irrevocable  beneficiaries,  you must obtain
their consent before assigning the Policy. AUL assumes no responsibility for the
validity or sufficiency of any assignment.  An assignment is subject to any loan
on the Policy.

Reinstatement

The  Policy  may be  reinstated  within  five  years (or such  longer  period if
required  by  state  law)  after  lapse,  subject  to  compliance  with  certain
conditions,  including  the payment of a necessary  premium  and  submission  of
satisfactory evidence of insurability. See your Policy for further information.

Rider Benefits

The following  rider benefits are available and may be added to your Policy.  If
applicable,  monthly charges for these riders will be deducted from your Account
Value as part of the Monthly Deduction. All of these riders may not be available
in all states.

    Waiver of Monthly Deduction Disability (WMDD)
    Issue Ages:     20-55

    This rider waives the Monthly Deduction during a period of total disability.
    WMDD  cannot  be  attached  to  Policies  with  Face Amounts  in  excess of
    $3,000,000 or rated higher than Table H.

                                       49
<PAGE>

    Monthly  Deductions  are waived for total  disability  following a six month
    waiting  period.  Monthly  Deductions  made during this  waiting  period are
    re-credited  to the  Account  Value  upon the actual  waiver of the  Monthly
    Deductions.  If disability  occurs  before age 60,  Monthly  Deductions  are
    waived as long as total disability  continues.  If disability occurs between
    ages 60-65,  Monthly  Deductions  are waived as long as the Insured  remains
    totally disabled but not beyond age 65.

    Guaranteed Insurance Option (GIO)
    Issue ages:     20-39 (standard risks only)

    This rider  allows  the Face  Amount of the  Policy to be  increased  by the
    option  amount or less,  without  evidence of  insurability  on the Insured.
    These increases may occur on regular option dates or alternate option dates.
    See the rider contract for the specific dates.

    Children's Benefit Rider (CBR)
    Issue Ages:     14 Days - 20 Years (Children's ages)

    This rider provides  level term  insurance on each child of the Insured.  At
    issue,  each  child  must be at least 14 days old and less  than 20 years of
    age,  and the  Insured  must  be  less  than  56  years  old and not  have a
    substandard rating greater than table F. Once CBR is in force, children born
    to the  Insured  are  covered  automatically  after  they  are 14 days  old.
    Children  are  covered  under CBR  until  they  reach age 22,  when they may
    purchase,  without  evidence of  insurability,  a separate policy with up to
    five times the expiring face amount of the rider's coverage.

    Other Insured Rider (OIR)
    Issue Ages:     20-85 (Other Insured's age)

    The Other Insured  Rider is level term life  insurance on someone other than
    the Insured.  The minimum  issue amount is $10,000,  and there is no maximum
    issue  amount.  A maximum  of two OIRs may be added to the  Policy.  The OIR
    amount of coverage may be changed in the future,  but  increases are subject
    to evidence of insurability.

    Prior to the Other Insured's age 70, the OIR may be converted to a permanent
    individual policy without evidence of insurability. The OIR may be converted
    to  permanent  coverage  on the  Monthiversary  following  the  date  of the
    Insured's death.

    Same Insured Rider (SIR)
    Issue Ages:     0-85

    This rider provides  level term life  insurance on the Insured.  The minimum
    issue  amount is $10,000;  the maximum  issue is equal to the Face Amount of
    the Policy. Only one SIR may be added to the Policy. The SIR face amount may
    be changed (increases are subject to evidence of insurability). Prior to age
    70 (55 for substandard  risks), the Insured may convert the SIR to permanent
    coverage without evidence of insurability.

                                       50

<PAGE>


    Waiver of Premium Disability (WPD)
    Issue Ages:     20-55

    This rider pays a designated  premium into the Account Value during a period
    of total disability.  The minimum designated premium is $100. WPD may not be
    added to a policy unless WMDD is already added. If disability  occurs before
    age 60, the designated  premium benefit is paid as long as total  disability
    continues.  If disability occurs between ages 60-65, the designated  premium
    benefit is paid as long as the  Insured  remains  totally  disabled  but not
    beyond age 65.

    Last Survivor Rider (LS)
    Issue Ages:     20-85

    This rider  modifies  the terms of the Policy to  provide  insurance  on the
    lives of two Insureds  rather than one.  When the LS Rider is attached,  the
    Death  Benefit  Proceeds are paid to the  beneficiary  upon the death of the
    last  surviving   Insured.   The  cost  of  insurance  charges  reflect  the
    anticipated  mortality  of the two  Insureds  and the fact  that  the  Death
    Benefit is not paid until the death of the surviving  Insured.  For a Policy
    containing the LS Rider to be reinstated, either both Insureds must be alive
    on the date of the reinstatement; or the surviving Insured must be alive and
    the  lapse   occurred   after  the   death  of  the   first   Insured.   The
    Incontestability,  Suicide, and Misstatement of Age or Sex provisions of the
    Policy apply to either Insured.

    LS Rider also  provides a Policy  Split  Option,  allowing the Policy on two
    Insureds  to be split into two  separate  Policies,  one on the life of each
    Insured.  The LS Rider also  includes an Estate  Preservation  Benefit which
    increases the Face Amount of the Policy under certain conditions. The Estate
    Preservation Benefit is only available to standard risks.

    Joint First-to-Die Level Term Insurance Rider
    Issue Ages: 20-85

    This rider may be attached to a Policy in conjunction with the Last Survivor
    Rider.  The  Joint  First-to-Die  Rider  provides  a  death  benefit  to the
    beneficiary  on the death of the first of the  Insureds to die.  The cost of
    insurance  charges  reflect  the  anticipated  joint  mortality  of the  two
    Insureds.  The  Incontestability,  Suicide,  and  Misstatement of Age or Sex
    provisions of the Policy apply to either Insured.

    Automatic Increase Rider (AIR)
    Issue Ages:     20-55 (standard risks only)

    This rider  increases the Insured's  base coverage by 5% each year,  without
    evidence of  insurability.  The 5% increase is  compounded  annually  and is
    based on the base coverage Face Amount on Policy Anniversaries. No increases
    are made during any period in which the Monthly  Deduction is being  waived.
    Insured's initial base coverage must be at least $100,000.

    AIR terminates on the earliest of the following dates: the date an automatic
    increase  is  rejected,  the date the Face  Amount  is  decreased,  the date
    requested in writing by the Owner,  the date of Policy  termination,  or the
    anniversary date 20 years after issue of this rider.  There is no charge for
    AIR.  New  coverage  generated  by the rider  results in an  increase in the
    target premium and establishes an additional  surrender charge.  All charges
    for any new coverage are based on the  Insured's  nearest age at the time of
    increase.

    Guaranteed Minimum Death Benefit Rider (GMDB)

    This rider  extends the  Guarantee  Period  beyond that listed on the Policy
    Data Page. While the GMDB rider is in force, the Policy will remain in force
    and will not begin the grace period if on each Monthiversary, the sum of the
    premiums paid to date, less any Partial Surrenders, any outstanding loan and
    loan  interest,  equals or exceeds the  Required  Premium for the  Guarantee
    Period  multiplied by the number of Policy  months since the Contract  Date.
    The  guarantee  provided by this rider  terminates if this test is failed on
    any Monthiversary. The guarantee will not be reinstated.

                                       51
<PAGE>

    Accelerated Death Benefit Rider (ABR)

    This  rider  allows for a  prepayment  of a portion  of the  Policy's  Death
    Benefit while the Insured is still alive,  if the Insured has been diagnosed
    as  terminally  ill, and has 12 months or less to live.  The minimum  amount
    available  is $5,000.  The maximum  benefit  payable (in most states) is the
    lesser of $500,000 or 50% of the Face Amount. ABR may be added to the Policy
    at any time while it is still in force. There is no charge for ABR.

Your  determination as to how to purchase a desired level of insurance  coverage
should  be  based  on  your  specific   insurance  needs.   Consult  your  sales
represenative for further information.

Additional rules and limits apply to these rider benefits. Not all such benefits
may be  available  at any time,  and rider  benefits in addition to those listed
above may be made  available.  Please ask your AUL  representative  for  further
information, or contact the Home Office.


                               TAX CONSIDERATIONS

The following  summary provides a general  description of the federal income tax
considerations associated with the Policy and does not purport to be complete or
to cover all situations.  This discussion is not intended as tax advice. Counsel
or  other   competent  tax  advisers  should  be  consulted  for  more  complete
information.  This discussion is based upon AUL's  understanding  of the present
federal tax laws as they  currently  are  interpreted  by the  Internal  Revenue
Service (the "IRS").

Tax Status of the Policy

In order to attain the tax benefits normally associated with life insurance, the
Policy must be classified  for federal  income tax purposes as a life  insurance
contract. Section 7702 of the Internal Revenue Code sets forth a definition of a
life  insurance  contract  for federal  income tax  purposes.  The U.S  Treasury
Department (the "Treasury") is authorized to prescribe regulations  implementing
Section 7702.  While proposed  regulations  and other interim  guidance has been
issued,  final regulations have not been adopted.  In short,  guidance as to how
Section 7702 is to be applied is limited.  If a Policy were determined not to be
a life  insurance  contract for purposes of Section 7702,  such Policy would not
provide the tax advantages normally provided by a life insurance contract.

With respect to a Policy  issued on a standard  basis,  AUL believes that such a
Policy  should meet the Section 7702  definition of a life  insurance  contract.
With respect to a Policy that is issued on a substandard  basis (i.e., a premium
class with extra rating  involving  higher than standard  mortality risk) or one
involving  joint Insureds,  there is less guidance,  in particular as to how the
mortality and other expense  requirements of Section 7702 are to be applied,  in
determining  whether such a Policy meets the Section 7702  definition  of a life
insurance contract.  If the requirements of Section 7702 were deemed not to have
been met, the Policy would not provide the tax benefits normally associated with
life  insurance and the tax status of all contracts  invested in the  Investment
Account to which premiums were allocated under the non-qualifying contract might
be affected.

If it is  subsequently  determined  that a Policy does not satisfy Section 7702,
AUL may take whatever steps are  appropriate  and reasonable to attempt to cause
such a Policy to comply with Section 7702. For these  reasons,  AUL reserves the
right to modify  the  Policy as it deems  necessary  in its sole  discretion  to
attempt to qualify it as a life insurance contract under Section 7702.

Section  817(h) of the Internal  Revenue Code requires that the  investments  of
each of the Investment  Accounts must be "adequately  diversified" in accordance
with Treasury regulations in order for the Policy to qualify as a life insurance
contract  under  Section  7702 of the  Internal  Revenue  Code.  The  Investment
Accounts,  through the  Portfolios,  intend to comply  with the  diversification
requirements  prescribed in Treas.  Reg. Section  1.817-5,  which affect how the
Portfolio's assets are to be invested. AUL believes that the Investment Accounts
will,  thus,  meet  the  diversification  requirements,  and  AUL  will  monitor
continued compliance with this requirement.

                                       52
<PAGE>

In certain  circumstances,  owners of variable life  insurance  contracts may be
considered  the owners,  for federal  income tax purposes,  of the assets of the
investment  accounts used to support their  contracts.  In those  circumstances,
income and gains from the  investment  account assets would be includable in the
variable contract owner's gross income.  The IRS has stated in published rulings
that a  variable  contract  owner  will be  considered  the owner of  investment
account assets if the contract owner  possesses  incidents of ownership in those
assets,  such as the ability to exercise investment control over the assets. The
Treasury has also  announced,  in  connection  with the issuance of  regulations
concerning  diversification,  that those  regulations  "do not provide  guidance
concerning the  circumstances  in which investor control of the investments of a
segregated asset account may cause the investor (i.e.,  the Owner),  rather than
the insurance company, to be treated as the owner of the assets in the account."
This  announcement  also  stated  that  guidance  would  be  issued  by  way  of
regulations or rulings on the "extent to which contract holders may direct their
investments to particular investment accounts without being treated as owners of
the underlying assets."

The  ownership  rights under the Policy are similar to, but different in certain
respects from,  those described by the IRS in rulings in which it was determined
that contract owners were not owners of investment  account assets. For example,
an Owner has  additional  flexibility  in  allocating  Net Premium  payments and
Account Value.  These  differences could result in an Owner being treated as the
owner  of a  prorata  portion  of the  assets  of the  Investment  Accounts.  In
addition,  AUL does not know what  standards  will be set forth,  if any, in the
regulations  or rulings  which the Treasury has stated it expects to issue.  AUL
therefore  reserves  the right to modify the Policy as  necessary  to attempt to
prevent  an Owner  from  being  considered  the Owner of a prorata  share of the
assets of the Investment Accounts.

The  following  discussion  assumes  that  the  Policy  will  qualify  as a life
insurance contract for federal income tax purposes.

Tax Treatment of Policy Benefits

In General.  AUL believes  that the proceeds  and Account  Value  increases of a
Policy  should be  treated  in a manner  consistent  with a  fixed-benefit  life
insurance  contract for federal  income tax  purposes.  Thus,  the Death Benefit
under the Policy should be excludable  from the gross income of the  beneficiary
under Section  101(a)(1) of the Internal Revenue Code.  However,  if you elect a
settlement option for a Death Benefit other than in a lump sum, a portion of the
payment made to you may be taxable.

Depending  on the  circumstances,  the  exchange  of a  Policy,  a change in the
Policy's Death Benefit option, a Policy loan, a Partial Surrender,  a surrender,
a change in ownership,  or an  assignment of the Policy may have federal  income
tax consequences.  In addition, federal, state and local transfer, and other tax
consequences  of  ownership  or  receipt  of  Policy  proceeds  depends  on  the
circumstances of each Owner or beneficiary.

                                       53
<PAGE>

The  Policy  may also be used in various  arrangements,  including  nonqualified
deferred compensation or salary continuance plans, split dollar insurance plans,
executive  bonus  plans,  retiree  medical  benefit  plans and  others.  The tax
consequences  of such  plans  may vary  depending  on the  particular  facts and
circumstances   of  each   individual   arrangement.   Therefore,   if  you  are
contemplating  the use of a Policy in any arrangement the value of which depends
in part on its tax  consequences,  you should  consult a  qualified  tax adviser
regarding the tax attributes of the particular arrangement.

Generally,  the Owner  will not be deemed to be in  constructive  receipt of the
Account Value, including increments thereof, until there is a distribution.  The
tax  consequences of  distributions  from, and loans taken from or secured by, a
Policy depend on whether the Policy is classified as a Modified Endowment.  Upon
a complete surrender or lapse of a Policy,  whether or not a Modified Endowment,
the excess of the amount received plus the amount of any  outstanding  loans and
loan interest over the total  investment in the Policy will generally be treated
as ordinary income subject to tax.

     Modified  Endowments.  Section 7702A  establishes a class of life insurance
Policies  designated as "Modified  Endowment  Contracts."  The rules relating to
whether a Policy will be treated as a Modified  Endowment are extremely  complex
and cannot be adequately  described in the limited confines of this summary.  In
general, a Policy will be a Modified Endowment if the accumulated  premiums paid
at any time during the first seven  Policy Years exceed the sum of the net level
premiums  which  would  have  been paid on or  before  such  time if the  Policy
provided  for paid-up  future  benefits  after the payment of seven level annual
premiums. A Policy may also become a Modified Endowment after a material change.
The  determination  of  whether a Policy  will be a Modified  Endowment  after a
material change generally depends upon the relationship of the Death Benefit and
Account Value at the time of such change and the additional premiums paid in the
seven years following the material change.

Due to the Policy's  flexibility,  classification  as a Modified  Endowment will
depend on the individual circumstances of each Policy. In view of the foregoing,
a current or  prospective  Owner should  consult with a tax adviser to determine
whether a Policy  transaction  will cause the Policy to be treated as a Modified
Endowment.  However, at the time a premium is credited which in AUL's view would
cause the Policy to become a Modified Endowment,  AUL will attempt to notify the
Owner that unless a refund of the excess premium (with any appropriate interest)
is requested by the Owner, the Policy will become a Modified Endowment. However,
we do not  undertake to provide  such notice.  The Owner will have 30 days after
receiving such notification to request the refund.

Policies  classified as Modified  Endowments  will be subject to the  following:
First, all  distributions,  including  distributions  upon surrender and Partial
Surrender,  from such a Policy are treated as ordinary  income subject to tax up
to the  amount  equal to the excess (if any) of the  Account  Value  immediately
before the distribution  over the investment in the Policy  (described below) at
such time. Second,  loans taken from or secured by such a Policy, are treated as
distributions from the Policy and taxed accordingly. Past due loan interest that
is added to the loan  amount  will be  treated  as a loan.  Third,  a 10 percent
additional  income tax is imposed on the portion of any  distribution  from,  or
loan taken from or secured by,  such a Policy that is included in income  except
where the distribution or loan is made on or after the Owner attains age 59 1/2,
is  attributable  to the Owner's  becoming  disabled,  or is part of a series of
substantially  equal periodic  payments for the life (or life expectancy) of the
Owner or the  joint  lives  (or joint  life  expectancies)  of the Owner and the
Owner's beneficiary.

                                       54
<PAGE>

If a Policy becomes a Modified Endowment after it is issued,  distributions made
during the Policy Year in which it becomes a Modified  Endowment,  distributions
in any  subsequent  Policy Year and  distributions  within two years  before the
Policy  becomes  a  Modified  Endowment  will be  subject  to the tax  treatment
described  above.  This means that a  distribution  from a Policy  that is not a
Modified  Endowment could later become taxable as a distribution from a Modified
Endowment.

All Modified  Endowments  that are issued by AUL (or its affiliates) to the same
Owner  during any  calendar  year are  treated  as one  Modified  Endowment  for
purposes of determining  the amount  includable in an Owner's gross income under
Section 72(e) of the Internal Revenue Code.

Distributions  from a Policy  that is not a  Modified  Endowment  are  generally
treated as first recovering the investment in the Policy  (described  below) and
then,  only  after  the  return  of  all  such  investment  in  the  Policy,  as
distributing  taxable  income.  An  exception to this general rule occurs in the
case of a  decrease  in the  Policy's  Death  Benefit or any other  change  that
reduces  benefits  under the  Policy in the first 15 years  after the  Policy is
issued  and that  results in a cash  distribution  to the Owner in order for the
Policy to continue complying with the Section 7702 definitional  limits.  Such a
cash  distribution  will be taxed in whole or in part as ordinary income (to the
extent of any gain in the Policy) under rules prescribed in Section 7702.

Loans from,  or secured by, a Policy  that is not a Modified  Endowment  are not
treated as distributions. Instead, such loans are treated as indebtedness of the
Owner.

Finally,  neither  distributions  (including  distributions  upon surrender) nor
loans from, or secured by, a Policy that is not a Modified Endowment are subject
to the 10 percent additional income tax.

     Policy Loan Interest. Generally, consumer interest paid on any loan under a
Policy which is owned by an individual is not deductible. The deduction of other
forms of interest paid on Policy loans may also be subject to other restrictions
under the Internal  Revenue  Code. A qualified  tax adviser  should be consulted
before deducting any Policy loan interest.

     Investment in the Policy. Investment in the Policy means: (i) the aggregate
amount of any premiums or other consideration paid for a Policy,  minus (ii) the
aggregate  amount  received under the Policy which is excluded from gross income
of the Owner  (except that the amount of any loan from,  or secured by, a Policy
that is a Modified  Endowment,  to the extent such amount is excluded from gross
income, will be disregarded), plus (iii) the amount of any loan from, or secured
by, a Policy  that is a Modified  Endowment  to the extent  that such  amount is
included in the gross income of the Owner.

Estate and Generation Skipping Taxes

When the Insured dies,  the Death  Benefits will  generally be includable in the
Owner's  estate for  purposes  of federal  estate tax if the  Insured  owned the
Policy.  If the Owner was not the  Insured,  the fair market value of the Policy
would be included in the Owner's estate upon the Owner's death. Nothing would be
includable in the Insured's  estate if he or she neither  retained  incidents of
ownership at death nor had given up ownership within three years before death.

                                       55
<PAGE>

Federal  estate tax is  integrated  with  federal  gift tax under a unified rate
schedule. In general, estates less than $600,000 will not incur a federal estate
tax liability.  In addition, an unlimited marital deduction may be available for
federal estate and gift tax purposes.  The unlimited  marital  deduction permits
the  deferral of taxes until the death of the  surviving  spouse.

If the Owner  (whether or not he or she is the Insured)  transfers  ownership of
the Policy to someone  two or more  generations  younger,  the  transfer  may be
subject to the  generation-skipping  transfer tax, the taxable  amount being the
value of the Policy. The  generation-skipping  transfer tax provisions generally
apply to  transfers  which  would be  subject  to the gift and estate tax rules.
Individuals  are generally  allowed an aggregate  generation  skipping  transfer
exemption  of $1 million.  Because  these rules are  complex,  the Owner  should
consult with a qualified  tax adviser for specific  information  if ownership is
passing to younger generations.

Life Insurance Purchased for Use in Split Dollar Arrangements

On January 26, 1996, the IRS released a technical advice  memorandum  ("TAM") on
the  taxability  of  life  insurance  policies  used  in  certain  split  dollar
arrangements.  A TAM, issued by the National Office of the IRS,  provides advice
as to the internal revenue laws, regulations,  and related statutes with respect
to a specific  set of facts and a specific  taxpayer.  In the TAM,  among  other
things,  the IRS concluded  that an employee was subject to current  taxation on
the excess of the cash  surrender  value of the policy  over the  premiums to be
returned to the employer.  Purchasers of life  insurance  policies to be used in
split dollar  arrangements  are strongly advised to consult with a qualified tax
adviser to determine the tax treatment resulting from such an arrangement.

Non-Individual Ownership of Contracts

If the  Owner  of a Policy  is an  entity  rather  than an  individual,  the tax
treatment may differ from that described above. Accordingly,  prospective Owners
that are entities should consult a qualified tax adviser.

Possible Charge for AUL's Taxes

At the present time,  AUL makes no charge for any federal,  state or local taxes
(other  than the charge for state and local  premium  taxes) that it incurs that
may be attributable to the Investment Accounts or to the Policies.  However, AUL
reserves the right to make additional charges for any such tax or other economic
burden  resulting from the  application of the tax laws that it determines to be
properly attributable to the Investment Accounts or to the Policies.

                                       56

<PAGE>


                  OTHER INFORMATION ABOUT THE POLICIES AND AUL

Policy Termination

The Policy will terminate, and insurance coverage will cease, as of: (1) the end
of the Valuation  Period during which we receive a notice in good order from you
to surrender the Policy;  (2) the expiration of a grace period; or (3) the death
of the  Insured.  See  "Surrendering  the Policy for Net Cash  Value,"  "Premium
Payments to Prevent Lapse," and "Death Benefit and Changes in Face Amount."

Resolving Material Conflicts

The  Funds  presently  serve  as the  investment  medium  for the  Policies.  In
addition,  the Funds  have  advised  us that they are  available  to  registered
separate  accounts of insurance  companies,  other than AUL,  offering  variable
annuity and variable life insurance policies.

We do not currently  foresee any  disadvantages  to you resulting from the Funds
selling  shares as an  investment  medium for products  other than the Policies.
However, there is a theoretical possibility that a material conflict of interest
may arise between Owners whose Cash Values are allocated to the Separate Account
and the  owners  of  variable  life  insurance  policies  and  variable  annuity
contracts  issued by other  companies  whose values are allocated to one or more
other separate accounts investing in any one of the Funds. Shares of some of the
Funds  may  also be sold to  certain  qualified  pension  and  retirement  plans
qualifying under Section 401 of the Internal Revenue Code. As a result, there is
a possibility that a material conflict may arise between the interests of Owners
or owners of other contracts  (including  contracts issued by other  companies),
and such retirement plans or participants in such retirement plans. In the event
of a material conflict, we will take any necessary steps, including removing the
Separate  Account  from  that  Fund,  to  resolve  the  matter.   The  Board  of
Directors/Trustees  of each Fund will  monitor  events in order to identify  any
material  conflicts that may arise and determine what action,  if any, should be
taken in response to those events or conflicts.

Addition, Deletion or Substitution of Investments

We reserve the right, subject to applicable law, to make additions to, deletions
from, or  substitutions  for the shares that are held in the Separate Account or
that the  Separate  Account may  purchase.  If the shares of a Portfolio  are no
longer  available for investment or if, in our judgment,  further  investment in
any  Portfolio  should  become  inappropriate  in  view of the  purposes  of the
Separate  Account,  we may redeem the  shares,  if any,  of that  Portfolio  and
substitute shares of another registered open-end management  investment company.
We will not  substitute  any shares  attributable  to a Policy's  interest in an
Investment  Account  of the  Separate  Account  without  notice to you and prior
approval of the SEC and state insurance  authorities,  to the extent required by
the 1940 Act or other applicable law.

We also reserve the right to  establish  additional  Investment  Accounts of the
Separate  Account,  each of which  would  invest  in shares  corresponding  to a
Portfolio  of a Fund  or in  shares  of  another  investment  company  having  a
specified  investment  objective.  Any  new  Investment  Accounts  may  be  made
available  to existing  Owners on a basis to be  determined  by AUL.  Subject to
applicable  law and any required SEC approval,  we may, in our sole  discretion,
eliminate one or more Investment Accounts if marketing needs, tax considerations
or investment conditions warrant.

                                       57
<PAGE>

If any of these  substitutions  or  changes  are made,  we may,  by  appropriate
endorsement, change the Policy to reflect the substitution or change.

If we deem it to be in the best  interests of persons having voting rights under
the Policies  (subject to any approvals  that may be required  under  applicable
law), the Separate  Account may be operated as a management  investment  company
under the 1940 Act, it may be deregistered  under that Act if registration is no
longer required, or it may be combined with other AUL separate accounts.

Voting Rights

AUL is the legal owner of the shares of the  Portfolios  held by the  Investment
Accounts  of the  Separate  Account.  In  accordance  with its  view of  present
applicable  law, AUL will exercise  voting rights  attributable to the shares of
each  Portfolio  held in the  Investment  Accounts  at any  regular  and special
meetings of the  shareholders  of the Funds or Portfolios  on matters  requiring
shareholder  voting under the 1940 Act. AUL will  exercise  these voting  rights
based on  instructions  received  from  persons  having the voting  interest  in
corresponding  Investment  Accounts of the Separate  Account and consistent with
any requirements  imposed on AUL under contracts with any of the Funds, or under
applicable law. However, if the 1940 Act or any regulations thereunder should be
amended, or if the present interpretation thereof should change, and as a result
AUL determines  that it is permitted to vote the shares of the Portfolios in its
own right, it may elect to do so.

The person having the voting  interest  under a Policy is the Owner.  AUL or the
pertinent  Fund shall send to each Owner a Fund's proxy  materials  and forms of
instruction  by  means  of  which  instructions  may be  given  to AUL on how to
exercise voting rights attributable to the Portfolio's shares.

Unless otherwise  required by applicable law or under a contract with any of the
Funds, with respect to each of the Portfolios, the number of Portfolio shares as
to which voting  instructions  may be given to AUL is determined by dividing the
value of all of the Accumulation  Units of the corresponding  Investment Account
attributable  to a Policy on a particular  date by the net asset value per share
of that  Portfolio as of the same date.  Fractional  votes will be counted.  The
number of votes as to which voting  instructions may be given will be determined
as of the date  coincident  with the date  established by a Fund for determining
shareholders  eligible  to vote at the  meeting  of the  Fund or  Portfolio.  If
required by the SEC or under a contract with any of the Funds,  AUL reserves the
right to determine in a different fashion the voting rights  attributable to the
shares of the Portfolio. Voting instructions may be cast in person or by proxy.

Voting  rights   attributable  to  the  Policies  for  which  no  timely  voting
instructions  are received  will be voted by AUL in the same  proportion  as the
voting  instructions  which are  received  in a timely  manner for all  Policies
participating in that Investment Account. AUL will vote shares of any Investment
Account, if any, that it owns beneficially in its own discretion, except that if
a Fund offers its shares to any insurance  company  separate  account that funds
variable  annuity  contracts  or if  otherwise  required  by  applicable  law or
contract,  AUL will vote its own  shares in the same  proportion  as the  voting
instructions  that are received in timely manner for Policies  participating  in
the Investment Account.

                                       58
<PAGE>

Neither  the  Separate  Account  nor AUL is under any duty to  inquire as to the
instructions  received  or the  authority  of Owners or others to  instruct  the
voting of shares of any of the Portfolios.

If  required  by state  insurance  officials,  AUL may  disregard  Owner  voting
instructions  if such  instructions  would  require  shares to be voted so as to
cause a change in  sub-classification or investment objectives of one or more of
the Portfolios, or to approve or disapprove an investment advisory agreement. In
addition, AUL may under certain circumstances disregard voting instructions that
would require changes in the investment  advisory contract or investment adviser
of one or more of the  Portfolios,  provided that AUL reasonably  disapproves of
such changes in accordance  with  applicable  federal  regulations.  If AUL ever
disregards voting instructions, Owners will be advised of that action and of the
reasons for such action in the next semiannual report. Finally, AUL reserves the
right to  modify  the  manner in which  the  weight to be given to  pass-through
voting instructions is calculated when such a change is necessary to comply with
current federal regulations or the current interpretation thereof.

Sale of the Policies

The Policies will be offered to the public on a continuous  basis, and we do not
anticipate  discontinuing the offering of the Policies.  However, we reserve the
right to discontinue  the offering.  Applications  for Policies are solicited by
representatives  who are licensed by applicable  state insurance  authorities to
sell our variable life contracts and who are also registered  representatives of
AUL. AUL is registered with the SEC under the Securities Exchange Act of 1934 as
a  broker-dealer  and is a member  of the  National  Association  of  Securities
Dealers, Inc.

AUL acts as the  "principal  underwriter,"  as defined  in the 1940 Act,  of the
Policies for the  Separate  Account.  We are not  obligated to sell any specific
number of Policies.

Registered  representatives  may be paid  commissions  on  Policies  they  sell.
Representatives generally will be paid 50% of planned premiums paid in the first
year for premiums up to target premium.  For planned  premiums paid in excess of
target premium,  registered representatives will also receive 3% of that excess.
Additional  commissions may be paid in certain  circumstances.  Other allowances
and overrides also may be paid.

AUL Directors and Executive Officers

The  following  table sets forth the name and principal  occupations  during the
past  five  years of each of AUL's  directors  and  executive  officers.  Unless
otherwise  indicated,  the address of each of the following  individuals  is One
American  Square,  P.O.  Box  368,  Indianapolis,  Indiana  46206-0368,  and the
indicated position is with AUL.


                                       59
<PAGE>

<TABLE>
<S>                                                         <C>

NAME                                                        Principal Occupation During Past Five Years

Jerry D. Semler                                             President and Chief Operating Officer, 1980-1989;
                                                            President & Chief Exec. Officer, 1989-8/91; Chairman of
                                                            the Board, Pres. & CEO, 9/91-present; Mental Health
                                                            Board, State of Indiana, 10/87-10/91; Dir. Jenn
                                                            Foundation Board, 5/92-present; IWC Resources Corp.,
                                                            4/96-present

John H. Barbre                                              Sr. Vice Pres., Individual Div., 5/80-present

William R. Brown                                            General Counsel & Secretary, 1/85-present; Dir., Health
                                                            & Hospital Corp. of Marion County Board, 1/84-1/92;
                                                            Member, Metro Development Com. of Indpls., 1/92-10/93
                                                            Dir., NOLHGA Board, 1/95-present

Charles D. Lineback                                         Sr. Vice Pres. Reinsurance Div., 12/87-present

James W. Murphy                                             Sr. Vice Pres., Corporate Finance, 8/69-present

Jerry L. Plummer                                            Sr. Vice Pres., Human Resources, 1/93-present; V.P.
                                                            Human Res., 1/81-1/93

R. Stephen Radcliffe                                        Executive Vice Pres., 8/94-present; Sr. V.P.,
                                                            Chief Actuary, 5/83-8/94; Director, 2/91-present

G. David Sapp                                               Sr. Vice Pres., Investments, 1/92-Present; V.P.,
                                                            Securities, 8/75-1/92

James P. Shanahan                                           Sr. Vice Pres., Pension Div., 1/83-Present

Gerald T. Walker                                            Sr. Vice Pres., Group Life & Health Div., 10/89-present

Kent R. Adams                                               Vice Pres., Fixed Income Securities, 1/92-present;
                                                            Asst. V.P., Securities, 1/77-1/92

Catherine B. Husman                                         V.P. and Chief Actuary, 7/97-present; V.P. and
                                                            Corporate Actuary, 1/84-7/97 

                                       60
<PAGE>

Scott A. Kincaid                                            V.P. & Chief Information Officer, 1/95-present; V.P.
                                                            Data Center, 9/91-1/95; Asst. V.P. Data Center, 8/83-9/91

Steven C. Berring, M.D.                                     Director, 2/90-present; Director, NIPSCO Industries,
575 McCormick Rd.                                           Inc., 2/86-present; Director, Arvin Industries, Inc.,
West Lafayette, IN 47906                                    11/83-present; Director, Eli Lilly, 4/83-present;
                                                            President, Purdue University, 2/83-present, Director,
                                                            Guidant Corp., 12/94-8/95; Dir., State Life Ins. Co.,
                                                            11/94-present

Arthur L. Bryant                                            Director, 11/94-present; President, The State Life
11817 Sand Dollar Ct.                                       Insurance Company, 9/83-present; Chairman of Board, The
Indianapolis, IN 46256                                      State Life Ins., 2/85-11/94

James M. Cornelius                                          Director, 2/96-present; V.P. & CFO, Eli Lilly & Co.,
1055 Park Place                                             1/83-1995; Chairman, Guidant Corp., 10/95-present; Dir.
Zionsville, IN 46077                                        State Life Ins. Co, 11/94-present; Dir., National Bank
                                                            of Indpls., 11/93-present; Dir. Lilly Industries, Inc.,
                                                            4/96-present

James A. Dora                                               Director, 2/89-present; Chairman/CEO and Owner, General 
5121 Green Braes, E. Dr.                                    Hotels Corp., 1/90-present; President and Owner, General
Indianapolis, IN 46234                                      Hotels Corp., 1967-1989; Dir., Indiana National Bank, 4/83-10/93
                                                            Div., NBD Bank, N.A. (formely Indiana National Bank),
                                                            10/93-present; Dir., State Life, 11/94-present

Otto N. Frenzel                                             Director, 2/71-present (Chairman of Audit Comm.);
11330 Templin Rd.                                           Chairman,, Executive Comm., National City Bank Indiana,
Zionsville, IN 46077                                        1/96-present; Chrmn. National City Bank Indiana,
                                                            10/92-1/96; Dir., National City Corp., 10/92-present;
                                                            Chairman, Merchants National Corp. 4/79-1/93; Vice
                                                            Chrmn., Merchants National Bank & Trust Co. of Indpls.,
                                                            4/86-10/92; Director, Indpls. Water Co., 4/63-present;
                                                            Dir., Indiana Gas Co., Inc., 1/67-present; Dir. Indpls.
                                                            Power & Lights Cop. 4/77-present; Dir. Baldwin & Lyons,
                                                            Inc., 5/79-present; Dir., IPALCO Enterprises, Inc.,
                                                            9/83-present; Dir., IWC Resources Corp., 3/86-present;
                                                            Dir. Indiana Energy, Inc., 10/85-present; Dir., State
                                                            Life Ins. Co., 11/94-present

David W. Goodrich                                           Director, 2/95-present; Exec. Vice Pres., F.C. Tucker
6060 Sunset Ln.                                             Co., 1/86-present; Chrmn., Methodist Hosp. of Indiana
Indianapolis, IN 46228                                      1/93-6/96; Director, The State Life Ins. Co.,
                                                            7/90-present; Director, Irwin Financial Corp.,
                                                            1/88-present; Director, Citizens Gas & Coke Utility,
                                                            9/94-present; Vice Chairman, Clarian Health Partners,
                                                            6/96-present

                                       61
<PAGE>

William P. Johnson                                          Director, 7/78-present; Chairman of the Board & CEO,
19448 Rio Verde Dr.                                         Goshen Rubber Co., 7/91-present, Pres. & Treas., Goshen
Goshen, IN 46526                                            Rubber Co., 9/76-7/91; Pres. & Dir., GNC Corp.,
                                                            9/76-7/91; Pres. & Dir., GSH Corp., 7/91-present; Pres.
                                                            & Dir. GRN Corp., 9/76-7/91; Chrmn., GRN Corp.,
                                                            7/91-present; Pres. & Dir., Goshen Rubber of Canada,
                                                            Ltd., 9/76-7/91; Chrmn., Goshen Rubber of Canada, Ltd.,
                                                            7/91-present; Dir.,  Society Bank Ind. (formely
                                                            Trustcorp Inc.) So. Bend, IN, 2/88-12/95; Member of
                                                            Advisory Comm., Society Bank Ind. Goshen, IN,
                                                            2/88-12/95; Dir., Coachman Industries, 1978-present;
                                                            Chrmn. & CEO, Syracuse Rubber Co., 1981-present; Chrmn.
                                                            & CEO, Bond-Flex Rubber Co., 4/86-present; Dir., Peetro
                                                            Go, Inc., 4/86-5/96; Dir., Flair Inc., 3/86 present;
                                                            Dir., Lightfoot Enterprises, 4/86-present; Chrmn.,
                                                            Palmer Plastics, 10/87-present; Chrmn.,Dayton
                                                            Polymrics, 10/89-present; Chrmn., GR Plastics,
                                                            10/89-present; Chrmn. & CEO, ETI Inc., 9/92-present;
                                                            Chrmn. & CEO, GKI Inc., 7/91-present; Chrmn. & CEO,
                                                            Prolon, Inc., 10/92-present; Chrmn. & CEO, Yeasel, Inc.,
                                                            1/90-present; Chrmn. & CEO, Bower Mfg., 7/91-present;
                                                            Dir., State Life Ins. Co., 11/94-present

James T. Morris                                             Director, 2/87-presnet; Chairman & CEO, Indianapolis
8191 N. Pennsylvania                                        Water Co., 1/92-present; Pres., Indianapolis Water Co.,
Indianapolis, IN 46240                                      1/89-1/92; Pres., Chrmn. & CEO, IWC Resources Corp.,
                                                            1/89-present; Director, MSA Realty Corp., 11/84-9/94;
                                                            Dir., National City Bank Corp, 7/89-present; Advisor,
                                                            Logo 7, Inc., 9/90-12/91; Dir., Paul Harris,
                                                            12/96-present; Dir., State Life Ins. Co., 11/94-present

Thomas E. Reilly, Jr.                                       Director, 2/90-present; Chairman, Reilly Industries,
8877 Pickwick Dr.                                           Inc., 1/90-present; President, Reilly Indus., 1963-1/90;
Indianapolis, IN 46260                                      Director, Lilly Indus. Inc., 4/81-present; Director,
                                                            INB National Bank, 4/84-10/93; Dir. NBD Indiana,
                                                            subsid. of NBD Bancorp, 4/84-1994; Dir., NBD Bancorp,
                                                            3/94-2/95; Dir,. First Chicago NBD Corp., 2/95-present;
                                                            Dir., Herff Jones Corp., 10/95-present; Dir., State Life
                                                            Ins. Co., 11/94-present
                                       62

<PAGE>

William R. Riggs                                            Director, 2/92-present; Attorney (Partner), Ice Miller
7614 Silver Pine Ct.                                        Donadio & Ryan, 6/63-present; Dir, State Life Ins. Co.,
Indianapolis, IN 46250                                      11/94-present

Yvonne H. Shaheen                                           Director,   8/93-present;   Utility
                                                            Pres.  & CEO,  Bright  Sheet  11808
                                                            Rolling    Springs    Dr.    Metal,
                                                            2/87-1/95;  Pres. & CEO, Long Elec.
                                                            Co.,    Indianapolis,    IN   46032
                                                            2/87-present;    Dir.,    Corporate
                                                            Community    Council,    1/93-1/95;
                                                            Director,     Community    Hospital
                                                            Foundation, 1/92-2/96; Dir., Junior
                                                            Achievement,   4/90-present;  Dir.,
                                                            National Elec.  Contractors Assoc.,
                                                            1/91-present;   Dir.,  Indianapolis
                                                            Chamber of Commerce,  1/90-present;
                                                            Dir., Greater Indianapolis Progress
                                                            Committee, 12/88-present; Dir., Boy
                                                            Scouts of  America,  10/91-present,
                                                            Director,   State  Life  Ins.  Co.,
                                                            11/94-present

Frank D. Walker                                             Director, 11/94-present; Chairman of the Board & CEO,
3613 Bay Rd. N. Dr.                                         Walker Information, Inc., 6/60-present; Managing
Indianapolis, IN 46240                                      Partner, W.R. Properties, 6/84-present; Dir., Citizens
                                                            Gas & Coke Utility, 10/87-present; Dir., NBD Bank N.A.
                                                            Indiana, 4/88-present; Dir., State Life Ins. Co.,
                                                            8/88-present; Advisor, Wild Birds Unlimited, Inc.,
                                                            8/95-present
</TABLE>



                                       63
<PAGE>


State Regulation

AUL is subject to  regulation  by the  Department  of  Insurance of the State of
Indiana,  which periodically  examines the financial condition and operations of
AUL.  AUL  is  also  subject  to  the  insurance  laws  and  regulations  of all
jurisdictions  where it does business.  The Policy  described in this Prospectus
has been filed with and, where  required,  approved by,  insurance  officials in
those jurisdictions where it is sold.

AUL is required to submit annual statements of operations,  including  financial
statements,  to the insurance  departments of the various jurisdictions where it
does business to determine  solvency and compliance  with  applicable  insurance
laws and regulations.

Additional Information

A  registration  statement  under the Securities Act of 1933 has been filed with
the SEC relating to the offering  described in this Prospectus.  This Prospectus
does not include all the  information set forth in the  registration  statement.
The  omitted  information  may be  obtained  at the  SEC's  principal  office in
Washington, D.C. by paying the SEC's prescribed fees.

Independent Auditors

The  consolidated  balance  sheets for AUL at December  31, 1996 and the related
consolidated  statements of income,  stockholders' equity and cash flows for the
year ended  December  31, 1996  appearing  herein have been audited by Coopers &
Lybrand  LLP,  independent  auditors,  as set  forth  in  their  report  thereon
appearing elsewhere herein, and are included herein in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.

Actuarial  matters  included in this prospectus have been examined by Stephen J.
Pearson,  FSA, MAAA,  Assistant Vice President and Individual Product Actuary of
AUL.

Litigation

The Separate Account is not a party to any litigation. Its depositor, AUL, as an
insurance company,  ordinarily is involved in litigation.  AUL is of the opinion
that such litigation is not material to the Owners of the Policies.

Legal Matters

Dechert  Price & Rhoads of  Washington,  D.C.  has  provided  advice on  certain
matters  relating  to the  federal  securities  laws.  Matters  of  Indiana  law
pertaining to the Policies,  including AUL's right to issue the Policies and its
qualification to do so under applicable laws and regulations  issued thereunder,
have been passed upon by Richard A. Wacker, Associate General Counsel of AUL.

Financial Statements

AUL's  financial  statements as of December 31, 1996 for the year ended December
31, 1996 are included in this Prospectus. The financial statements of AUL should
be distinguished from financial statements of the Separate Account and should be
considered only as bearing upon AUL's ability to meet its obligations  under the
Policies. They should not be considered as bearing on the investment performance
of the assets held in the Separate Account. Because the Separate Account has not
commenced operations before the date of this Prospectus, no financial statements
of the Separate Account are included in this Prospectus.

  
                                [To be provided]


                                       64

<PAGE>

                                     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  regulation of
the  Commission  heretofore  or  hereafter  duly  adopted  pursuant to authority
conferred in that section.

Rule 484 Undertaking
Article  IX,  Section  1 of  the  by-laws  of  American  United  Life  Insurance
Company(R) ("AUL") provides as follows:

         The  corporation  shall  indemnify  any  director  or officer or former
         director or officer of the corporation  against  expenses  actually and
         reasonably  incurred  by  him  (and  for  which  he is not  covered  by
         insurance)  in  connection  with the  defense  of any  action,  suit or
         proceeding (unless such action, suit or proceeding is settled) in which
         he is made a party by reason of being or having  been such  director or
         officer, except in relation to matters as to which he shall be adjudged
         in such action,  suit or  proceeding,  to be liable for  negligence  or
         misconduct in the  performance of his duties.  The corporation may also
         reimburse any director or officer or former  director or officer of the
         corporation for the reasonable  costs of settlement of any such action,
         suit or proceeding, if it shall be found by a majority of the directors
         not  involved  in the matter in  controversy  (whether or not a quorum)
         that it was to the interest of the corporation  that such settlement be
         made and that such  director or officer was not guilty of negligence or
         misconduct.  Such rights of indemnification and reimbursement shall not
         be exclusive of any other rights to which such  director or officer may
         be entitled under any By-law, agreement, vote of members or otherwise.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Depositor pursuant to the foregoing provisions,  or otherwise, the Depositor 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 Depositor of expenses  incurred
or paid by a director,  officer or  controlling  person of the  Depositor 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 Depositor 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.

Section 26(e)(2) Representation

     AUL,  the  sponsoring  insurance  company  of the AUL  American  Individual
Variable Life Unit Trust,  hereby  represents that the fees and charges deducted
under the Policies are  reasonable  in relation to the  services  rendered,  the
expenses expected to be incurred and the risks assumed by AUL.

<PAGE>

Contents of Registration Statement

         This Registration  Statement on Form S-6 comprises the following papers
and documents:

                  The facing sheet.
                  Reconciliation and tie.
                  The   Prospectus    consisting   of   64 pages    (including
                    illustrations).
                  The undertaking to file reports. 
                  The undertaking  pursuant to Rule 484.
                  The representation pursuant to Section 26(e)(2).
                  The signatures.
                  Written consent of the following persons (included
                    in the exhibits shown below):
                    Independent Public Accountants
                    Dechert Price & Rhoads
                    Actuary

The following exhibits:

         1.       (1)      Resolution of the Board of Directors of the Depositor
                           dated July 10, 1997 concerning AUL American
                           Individual Variable Life Unit Trust

                  (2)      Inapplicable

                  (3)      (a) Inapplicable

                           (b) Inapplicable

                           (c) Schedule of Sales Commissions(*)

                  (4)      Inapplicable

                  (5)      (a) Form of Flexible Premium Adjustable Variable Life
                               Insurance Policy

                           (b) Form of Last Survivor Rider

                           (c) Form of Waiver of Monthly Deduction Disability

                           (d) Form of Guaranteed Insurance Option

                                       2
<PAGE>

                           (e) Form of Children's Benefit Rider

                           (f) Form of Other Insured/Same Insured Rider

                           (g) Form of Waiver of Premium Disability

                           (h) Form of Automatic Increase Rider

                           (i) Form of Guaranteed Minimum Death Benefit Rider

                           (j) Form of Accelerated Death Benefit Rider

                           (k) Form of Joint  First-to-Die  Level Term Insurance
                               Rider

                  (6)      (a) Articles of Incorporation of American United Life
                               Insurance Company(R) (1)

                           (b) By-laws  of  American   United   Life   Insurance
                               Company(R) (1)

                  (7)      Inapplicable

                  (8)      (a) Form of Participation  Agreement between American
                               United  Life   Insurance   Company(R)  and  Alger
                               American Fund (2)

                           (b) Form of Participation  Agreement between American
                               United Life  Insurance  Company(R)  and  American
                               Century Variable Portfolios, Inc. (2)

                           (c) Form of Participation  Agreement between American
                               United Life  Insurance  Company(R)  and  Fidelity
                               Variable Insurance Products Fund (1)

                           (d) Form of Participation  Agreement between American
                               United Life  Insurance  Company(R)  and  Fidelity
                               Variable Insurance Products Fund II (1)

                           (e) Form of Participation  Agreement between American
                               United  Life  Insurance  Company(R)  and T.  Rowe
                               Price Equity Series, Inc. (2)

                  (9)      Inapplicable

                  (10)     Form  of   Application   for   Flexible   Premium
                           Adjustable Variable Life Insurance Policy(*)

                                       3
<PAGE>

         2.       Opinion and consent of legal  officer of American  United Life
                  Insurance   Company(R)  as  to  legality  of  Policies   being
                  registered(*)

         3.       Inapplicable

         4.       Inapplicable

         5.       Inapplicable

         6.       Consent of Independent Accountants(*)

         7.       Consent of Dechert Price & Rhoads(*)

         8.       Opinion of Actuary(*)

         9.       Memorandum  Describing  Issuance,   Transfer,  and  Redemption
                  Procedures

         10.      Powers of Attorney
- ---------------

(1)      Incorporated  herein by reference to the registration  statement of AUL
         Unit Trust (File No. 33-31375) on Form N-4.

(2)      Incorporated  herein by reference to the registration  statement of AUL
         American Individual Unit Trust (File No. 33-79562) on Form N-4.

(*)      To be filed by amendment.

<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant,
AUL  American  Individual  Variable  Life  Unit  Trust,  has  duly  caused  this
registration  statement to be signed on its behalf by the undersigned  thereunto
duly authorized,  in the city of Indianapolis,  and the state of Indiana, on the
31st day of July, 1997.

                               AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST
                                            (Registrant)

                               By:  American United Life Insurance Company

                               By:  Jerry D. Semler*
                                    Name:  Jerry D. Semler                    
                                    Title: Chairman of the Board, President,  
                                           and Chief Executive Officer       
                                         

                               AMERICAN UNITED LIFE INSURANCE COMPANY(R)
                                            (Depositor)

                               By:  Jerry D. Semler*
                                    Name:  Jerry D. Semler                  
                                    Title: Chairman of the Board, President,
                                           and Chief Executive Officer     


* By:  /s/ Richard A. Wacker
       ______________________    
       Richard A. Wacker as attorney-in-fact

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
<TABLE>
<S>                       <C>                                                   <C> 

Name                      Capacity                                              Date

Jerry D. Semler*          Director, President, and Chief Executive Officer      July 31, 1997

James W. Murphy*          Principal Financial and Accounting Officer            July 31, 1997 

Arthur L. Bryant*         Director                                              July 31, 1997

James E. Cornelius*       Director                                              July 31, 1997

James E. Dora*            Director                                              July 31, 1997

Otto N. Frenzel III*      Director                                              July 31, 1997

William P. Johnson*       Director                                              July 31, 1997

R. Stephen Radcliffe*     Director                                              July 31, 1997

Yvonne H. Shaheen*        Director                                              July 31, 1997

Frank D. Walker*          Director                                              July 31, 1997

</TABLE>

* By:  /s/ Richard A. Wacker
       _______________________________         
       Richard A. Wacker as attorney-in-fact

* Powers of Attorney included herein.                    

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                               EXHIBITS FILED WITH
                                    FORM S-6



                For Registration Under the Securities Act of 1933
                     of Securities of Unit Investment Trust
                            Registered on Form N-8B-2




                AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST
                  OF AMERICAN UNITED LIFE INSURANCE COMPANY(R)

<TABLE>

<S>                                                 <C>

Exhibit Number                                       Name of Exhibit

1.(1)                                                Resolution  of the Board of
                                                     Directors of the  Depositor
                                                     dated    July   10,    1997
                                                     concerning   AUL   American
                                                     Individual   Variable  Life
                                                     Unit Trust

1.(5)(a)                                             Form of Flexible Premium Adjustable Variable Life Insurance
                                                     Policy

1.(5)(b)                                             Form of Last Survivor Rider

1.(5)(c)                                             Form of Waiver of Monthly Deduction Disability

1.(5)(d)                                             Form of Guaranteed Insurance Option

1.(5)(e)                                             Form of Children's Benefit Rider

1.(5)(f)                                             Form of Other Insured/Same Insured Rider

1.(5)(g)                                             Form of Waiver of Premium Disability

1.(5)(h)                                             Form of Automatic Increase Rider

<PAGE>


1.(5)(i)                                             Form of Guaranteed Minimum Death Benefit Rider

1.(5)(j)                                             Form of Accelerated Death Benefit Rider

1.(5)(k)                                             Form of Joint First-to-Die Level Term Insurance
                                                     Rider
                    
9                                                    Memorandum Describing Issuance, Transfer, and Redemption
                                                     Procedures

10                                                   Powers of Attorney

</TABLE>



                     AMERICAN UNITED LIFE INSURANCE COMPANY
                  CERTIFICATE OF RESOLUTIONS - Separate Account

I, WILLIAM R. BROWN,  do hereby certify that I am the duly elected and qualified
Secretary  of  American  United  Life  Insurance  Company  and the keeper of the
records and corporate seal of said  corporation and that the following is a true
and correct copy of resolutions adopted at a duly convened meeting held July 10,
1997, at which a quorum was present,  of the Executive Committee of the Board of
Directors of said corporation:

         BE IT  RESOLVED,  that  American  United Life  Insurance  Company  (the
"Company"),  pursuant to the  provisions of Section  27-1-5-1  Class 1(c) of the
Indiana  Insurance Code,  hereby  establishes a separate  account which shall be
known as the AUL American Individual Variable Life Separate Account (hereinafter
"Separate Account") as hereinafter set forth:

         FURTHER  RESOLVED,  that the Separate  Account is  established  for the
purpose of  providing  for the funding of  individual  variable  life  contracts
("Contracts")  to be  issued by the  Company  and shall  constitute  a  separate
account into which  allocated  amounts are paid to or held by the Company  under
such Contracts; and

         FURTHER RESOLVED,  that the income,  gains, and losses,  whether or not
realized,  from assets  allocated to the Separate  Account shall,  in accordance
with the  Contracts,  be credited to or charged  against such  Separate  Account
without regard to other income, gains, or losses of the Company; and

         FURTHER  RESOLVED,  that the  Separate  Account  may be divided  into a
number of Variable  Accounts to which net payments  under the Contracts  will be
allocated in accordance with  instructions  received from contract  owners,  and
that the President or a Senior Vice  President be, and hereby is,  authorized to
establish, increase, or decrease the number of Variable Accounts in the Separate
Account as such officer may deem necessary or appropriate; and

         FURTHER RESOLVED,  that each such Variable Account shall invest only in
the shares of an open-end  management  investment company, a single portfolio of
an open-end  management  investment company organized as a series fund, or other
investment vehicle designated in the Contract; and

         FURTHER RESOLVED,  that the appropriate  officers of the Company,  with
the assistance of counsel,  be, and they hereby are,  authorized to take any and
all actions necessary to sponsor and promote an open-end  management  investment
company that will serve as the investment  vehicle for the Contracts and will be
eligible for investment by the Separate Account; and

         FURTHER RESOLVED,  that the President or a Senior Vice President of the
Company be, and hereby is, authorized to establish and change the designation of
the Separate  Account and any Variable  Account  thereof to such  designation as
such officer may deem appropriate; and

<PAGE>

         FURTHER RESOLVED,  that the appropriate  officers of the Company,  with
such assistance from the Company's  auditors,  legal counsel,  or others as such
officers may determine are appropriate,  be, and they hereby are, authorized and
directed to take all action necessary to: (a) register the Separate Account as a
unit investment trust under the Investment Company Act of 1940, as amended;  (b)
register the  Contracts or interests  therein in such  amounts,  which may be an
indefinite  amount,  as the officers of the Company shall from time to time deem
appropriate  under the  Securities  Act of 1933;  and (c) take all other actions
which are necessary in connection  with the offering of said  Contracts for sale
and the operation of the Separate Account in order to comply with the Investment
Company Act of 1940, the Securities  Exchange Act of 1934, the Securities Act of
1933, and other applicable federal laws,  including the filing of any amendments
to  registration  statements,  the  seeking  of  any  interpretations  that  are
necessary or advisable from the Securities and Exchange  Commission or any other
agency of the U.S. government, the provision of any undertakings, and seeking of
any  applications  for orders or exemptions  from the Investment  Company Act of
1940 or other applicable  federal laws as the officers of the Company shall deem
necessary or appropriate; and

         FURTHER RESOLVED,  that the appropriate officers of the Company be, and
they hereby are,  authorized on behalf of the Separate  Account and on behalf of
the Company to take any and all action that they may deem necessary or advisable
to register,  file, or qualify the Contracts for sale, including the preparation
and filing of any registrations or filings, and seeking the qualification of the
Company,  its officers,  agents,  and  employees,  and the  Contracts  under any
applicable  insurance,  securities,  or other  laws of any of the  states of the
United States or other  jurisdictions,  and in connection  therewith to prepare,
execute,   deliver,  and  file  all  such  applications,   reports,   covenants,
resolutions,  applications  for  orders or  exemptions,  consents  to service or
process, surety bonds, and other papers and instruments as may be required under
such  laws,  to pay all  necessary  fees and  expenses,  and to take any and all
further  action which said officers or counsel of the Company may deem necessary
or desirable  (including  entering into whatever agreements and contracts may be
necessary) in order to maintain such registrations or qualifications for as long
as said officers deem it to be appropriate; and

         FURTHER  RESOLVED,  that the President or any Senior Vice  President of
the Company is hereby  authorized to execute such agreement or agreements as are
deemed  necessary and appropriate (a) with any qualified entity under which such
entity will be appointed principal underwriter and distributor for the Contracts
and (b) with one or more qualified banks or other qualified  entities to provide
administrative  and/or custodial  services in connection with the  establishment
and  maintenance  of  the  Separate  Account  and  the  design,   issuance,  and
administration of the Contracts; and

         FURTHER RESOLVED,  that, since it is expected that the Separate Account
will  invest  in the  securities  issued  by one or more  registered  investment
companies,  the President or any Senior Vice  President of the Company is hereby
authorized  to execute  whatever  agreement or agreements as may be necessary or
appropriate to enable such investments to be made; and

         FURTHER  RESOLVED,  that,  the assets of the Separate  Account shall be
insulated from the creditors of AUL's general account to the extent permitted by
Indiana law; and

         FINALLY  RESOLVED,  that the  appropriate  officers  of the Company are
hereby  authorized  and  directed,  on behalf of the  Company  and the  Separate
Account, to take whatever action may be necessary or advisable to do or cause to
be done all such acts and things to carry out the foregoing  resolutions and the
intent and  purposes  thereof,  to  execute  and file all  requisite  papers and
documents,  including but not limited to registration statements,  notifications
of registration,  agreements,  applications,  reports, surety bonds, irrevocable
consents, powers of attorneys, and appointment of agents for service of process,
and to pay all necessary fees and expenses as in such officer's  judgment may be
necessary or advisable.

                                       2
<PAGE>

I further  certify that the  foregoing  resolutions  have not been  rescinded or
modified and are in full force and effect.

IN WITNESS WHEREOF, I have hereunto affixed my name as Secretary and have caused
the  corporate  seal of said  corporation  to be  hereto  affixed  this ____ day
of_____________, 19____.


                                               /s/ William R. Brown
                                               ----------------------
                                               Secretary

Seal




                     American United Life Insurance Company
       One American Square, P.O. Box 368, Indianapolis, Indiana 46206-0368

American  United Life  Insurance  Company  (AUL)(R)  will pay the Death  Benefit
Proceeds to the  beneficiary  if the Insured dies while this policy is in force,
subject to the terms of this policy.

                       10-DAY RIGHT TO EXAMINE THE POLICY

         THIS  POLICY  MAY BE SENT BACK TO AUL OR ITS  REPRESENTATIVE  WITHIN 10
         DAYS AFTER IT IS RECEIVED.  IN SUCH CASE, THIS POLICY WILL BE VOID FROM
         THE BEGINNING.  AUL WILL REFUND THE GREATER OF ANY PREMIUMS PAID OR THE
         ACCOUNT  VALUE  WITHIN  SEVEN  DAYS  AFTER  THIS  POLICY  IS  RETURNED.
         NOTIFICATION  OF THE  RIGHT TO  EXAMINE  PERIOD  WILL BE SENT  WITH THE
         POLICY WHEN ISSUED.

THE DURATION OR AMOUNT OF THE DEATH  BENEFIT MAY BE FIXED OR MAY VARY  DEPENDING
ON THE INVESTMENT  EXPERIENCE AND THE DEATH BENEFIT OPTION  SELECTED.  THE DEATH
BENEFIT IS DESCRIBED IN THE DEATH BENEFIT SECTION.

THE CASH VALUE, WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT,
IS VARIABLE AND MAY INCREASE OR DECREASE. NO MINIMUM CASH VALUE IS GUARANTEED.

     ------------------------------------------------------------------------
                           READ YOUR POLICY CAREFULLY

               FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE
                                  PARTICIPATING
                        PERIOD OF COVERAGE NOT GUARANTEED

           This policy is a legal contract between the owner and AUL.
    ------------------------------------------------------------------------

Signed for American United Life Insurance Company by

                  -------------     -----------------------------
                  Secretary         Chairman of the Board, President, and
                                    Chief Executive Officer

                                              A Mutual Company Established 1877

<PAGE>



                                Table of Contents
                                                                          Page

POLICY DATA PAGE...........................................................4

DEFINITIONS................................................................8

BENEFITS AVAILABLE UNDER THE POLICY.......................................10

GENERAL PROVISIONS........................................................10
         POLICY   10
         RELIANCES........................................................10
         INCONTESTABILITY.................................................10
         SUICIDE  10
         MISSTATEMENT OF AGE OR SEX.......................................11

OWNER AND BENEFICIARY.....................................................11
         OWNERSHIP........................................................11
         ASSIGNMENT.......................................................11
         BENEFICIARY......................................................11
         CHANGE OF OWNER OR BENEFICIARY...................................12

DEATH BENEFIT.............................................................12
         DEATH BENEFIT....................................................12
         DEATH BENEFIT OPTIONS............................................13
         DEATH BENEFIT CHANGES............................................13

PREMIUMS 15
         PAYMENT OF PREMIUM...............................................15
         ALLOCATION OF NET PREMIUM........................................16

POLICY CHARGES............................................................16
         PREMIUM EXPENSE CHARGES..........................................16
         MONTHLY DEDUCTION................................................16
         MONTHLY ADMINISTRATIVE CHARGE....................................17
         COST OF INSURANCE................................................17
         MORTALITY AND EXPENSE RISK CHARGE................................17
         SURRENDER CHARGE.................................................17
         TAXES............................................................17
         CHANGES IN COST FACTORS..........................................18

POLICY VALUES.............................................................18
         ACCOUNT VALUE....................................................18
         CASH VALUE.......................................................18
         NET CASH VALUE...................................................18

                                       2
<PAGE>

VARIABLE ACCOUNT PROVISIONS...............................................19
         SEPARATE ACCOUNT.................................................19
         INVESTMENT ACCOUNTS..............................................19
         VARIABLE ACCOUNT VALUE...........................................19
         CREDITING OF ACCUMULATION UNITS..................................19
         ACCUMULATION UNIT VALUE..........................................19
         NET INVESTMENT FACTOR............................................20
         ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS...............20

FIXED ACCOUNT PROVISIONS..................................................21
         FIXED ACCOUNT VALUE..............................................21
         FIXED ACCOUNT INTEREST RATE......................................21

CASH BENEFITS.............................................................21
         TRANSFERS........................................................21
         LIMITATION ON TRANSFERS FROM THE FIXED ACCOUNT...................22
         LOANS........................................................... 22
         INTEREST CHARGED ON LOANS........................................23
         LOAN ACCOUNT.....................................................23
         REPAYMENT OF LOANS...............................................23
         SURRENDER........................................................24
         PARTIAL SURRENDER................................................24
         FULL SURRENDER...................................................24

TERMINATION OF THE POLICY.................................................24
         GRACE PERIOD.....................................................24
         TERMINATION......................................................24
         CONTINUATION OF INSURANCE GUARANTEE..............................25
         REINSTATEMENT....................................................25

OTHER POLICY PROVISIONS...................................................26
         DEFERRAL OF PAYMENTS.............................................26
         POLICY CHANGES...................................................26
         CHANGE OF INSURED................................................26
         DIVIDENDS........................................................26
         ANNUAL REPORT....................................................26
         CONFORMITY WITH LAWS.............................................27
         COMPUTATIONS.....................................................27
         SETTLEMENT OPTIONS...............................................27

                                       3

<PAGE>


                                POLICY DATA PAGE
- -------------------------------------------------------------------

ISSUE DATE:.......                                   POLICY NUMBER:

CONTRACT DATE:

NAME OF INSURED:..                                   INITIAL PREMIUM:

AGE AT ISSUE:.....                                   PLANNED PREMIUM:
SEX:
RATE CLASS:

FACE AMOUNT OF INSURANCE:                           REQUIRED PREMIUM
                                            FOR THE GUARANTEE PERIOD:
DEATH BENEFIT OPTION:

SEPARATE ACCOUNT:.[        ]


MINIMUM PREMIUM ALLOCATION TO ANY INVESTMENT ACCOUNT OR THE FIXED ACCOUNT:
         [1% of the premium payment]
         All allocations must be in whole percentages.

MINIMUM PREMIUM PAYMENT SUBSEQUENT TO THE INITIAL PREMIUM:
         [$50 ]

GUARANTEED INTEREST RATE ON THE FIXED ACCOUNT:  [3%]

PREMIUM EXPENSE CHARGES:

        Premium tax charge:       [ 2.5%] of each premium paid
        Sales charge:             [ 3.5%] of each premium paid
                                    during the first ten Policy Years;
                                    [1.5%] of each premium paid thereafter

MONTHLY ADMINISTRATIVE CHARGE:

         Current:          [$30] per month during first Policy Year
                           [$5] per month thereafter
         Guaranteed:       [$10] per month after the first Policy Year

                                       4

<PAGE>


MORTALITY AND EXPENSE RISK CHARGE:

         1/12 of the following percentage of the Variable Account Value:
                  [.75%] during the first [10] Policy Years
         [.25%] thereafter

TRANSFER CHARGE:

         Current:   [0]
         Guaranteed:  [0] for the first [12] transfers in any Policy Year
                      [$25] for each subsequent transfer in the Policy Year


SURRENDER CHARGES

         Policy Year                        Surrender Charge
           1                                .............
           2                                .............
           3
           4
           5
           6
           7
           8
           9
          10
          11
          12
          13
          14
          15 and thereafter               0

INTEREST RATE CHARGED ON LOANS:  [6%]

INTEREST RATE CREDITED ON THE LOAN ACCOUNT:
         Guaranteed rate:  [4%]
         Current rate:  [4% during the first 10 Policy Years, 5% thereafter]


FIRST DATE AN INCREASE IN THE FACE AMOUNT MAY BE REQUESTED:
         [one year after the Contract Date]

FIRST DATE A DECREASE IN THE FACE AMOUNT MAY BE REQUESTED:
         [one year after the Contract Date]

                                       5
<PAGE>

FIRST DATE A CHANGE IN THE DEATH BENEFIT OPTION MAY BE REQUESTED:
         [one year after the Contract Date]

MINIMUM INCREASE IN FACE AMOUNT:  [$5,000],  or if less,  the amount  determined
     under any rider provision

MINIMUM DECREASE IN FACE AMOUNT:   [$5,000]

MINIMUM FACE AMOUNT:  [$50,000]

MINIMUM TRANSFER AMOUNT: [Currently no minimum. AUL may set a minimum of $100.]

MAXIMUM TRANSFER AMOUNT FROM THE FIXED ACCOUNT:
         [20%]  per  Policy  Year of the  amount  in the  Fixed  Account  at the
         beginning of the Policy Year,  less any partial  cash  surrenders  made
         from the Fixed Account since that date.

MINIMUM LOAN AMOUNT:  [$500]


MINIMUM PARTIAL SURRENDER AMOUNT:  [$500]

ASSUMED DATE OF DELIVERY OF THE POLICY,  FOR PURPOSES OF THE TRANSFER AT THE END
     OF THE RIGHT TO EXAMINE PERIOD: [5] days after the Issue Date

HOME OFFICE:
         American United Life Insurance Company
         One American Square, P.O. Box 368, Indianapolis, Indiana 46206-0368

                                       6

<PAGE>


         TABLE OF MONTHLY GUARANTEED COST OF INSURANCE RATES PER $1000 OF
                 RISK AMOUNT, and MINIMUM INSURANCE PERCENTAGES

<TABLE>
<S>     <C>                        <C>                                          <C>

         Attained Age               Monthly Guaranteed                          Minimum
         .........                  Cost of Insurance Rate                       Insurance Percentage
         ................           .........                                   ..........
         ................           .........                                   ..........
























  The minimum insurance percentages are determined to comply with Section 7702
                          of the Internal Revenue Code.

Mortality Table:  1980  Commissioners  Standard  Ordinary  Non-Smoker and Smoker
                       Mortality Table, age last birthday

</TABLE>
                                       7
<PAGE>


                                   DEFINITIONS


ACCOUNT VALUE
         The Account Value is the sum of your interest in the Variable  Account,
         the Fixed Account, and the Loan Account. Details are on page ___.

AGE
         Issue Age means the Insured s age as of the Contract Date. Attained Age
         means the Issue Age increased by one for each complete Policy Year.

CASH VALUE
         The Cash Value is the Account Value less the Surrender Charge.  The Net
         Cash  Value  is the  Cash  Value  less  any  outstanding  loan and loan
         interest.

CONTRACT DATE
         The  date  from  which   Monthiversaries,   Policy  Years,  and  Policy
         Anniversaries are measured.  Suicide and  Incontestability  periods are
         measured from the Contract Date.

DEATH BENEFIT AND DEATH BENEFIT PROCEEDS
         This policy has two death benefit options,  which are described on page
         ____.  The  Death  Benefit  Proceeds  are the  Death  Benefit  less any
         outstanding  loan and loan  interest,  plus any  benefits  provided  by
         rider.

FACE AMOUNT
         The Face  Amount  shown on the  Policy  Data Page,  or as  subsequently
         changed.

FIXED ACCOUNT
         An account which is part of our General Account,  and is not part of or
         dependent on the investment performance of the Variable Account.

GUARANTEE PERIOD
         The period  shown on the Policy Data Page during  which the Policy will
         remain in force if cumulative  premiums,  less any outstanding loan and
         loan  interest  and Partial  Surrenders,  equal or exceed the  Required
         Premium for the Guarantee  Period.  The Guarantee Period  terminates on
         any Monthiversary that the test fails.

HOME OFFICE
         AUL's Home Office as shown on the Policy Data Page.

INSURED
          The Insured named on the Policy Data Page.  The Insured may or may not
          be the Owner.

INVESTMENT ACCOUNTS
         One  or  more  of  the  subdivisions  of  the  Separate  Account.  Each
         Investment Account is invested in a different fund Portfolio.

                                       8
<PAGE>

ISSUE DATE
         The date this policy is issued and coverage becomes effective.

LOAN ACCOUNT
         A portion of the Account  Value which is  collateral  for loan amounts.
         The Loan Account is described in the Loans section on page XX.

MINIMUM INSURANCE PERCENTAGE
         The  minimum  percentage  of  insurance  required to qualify the policy
         under the Internal  Revenue  Code.  A table of these  amounts is on the
         Policy Data Page.

MODIFIED ENDOWMENT
          A  classification  of policies  determined  under the Internal Revenue
          Code to be modified endowment contracts,  which affects the tax status
          of distributions from the policy.

MONTHIVERSARY
         The same date of each month as the Contract  Date.  If a  Monthiversary
         falls on a day which is not a Valuation  Date,  the  processing  of the
         Monthiversary will be the next Valuation Date.

NET CASH VALUE
          The Net Cash Value is the Cash Value less  outstanding  loans and loan
          interest.

NET PREMIUM
         The total premium paid reduced by the Premium  Expense Charges shown on
         the Policy Data Page.

OWNER
         The Owner named in the application, unless changed.

PARTIAL SURRENDER
         A withdrawal of a portion of the Account Value

POLICY ANNIVERSARY
         The same date each year as the Contract Date.

POLICY DATA PAGE
          The  Policy  Data  Page or the  supplemental  Policy  Data  Page  most
          recently sent to You by Us.

POLICY YEAR
         One year from the Contract Date and from each Policy Anniversary.

                                       9
<PAGE>

PORTFOLIO
         A separate investment fund in which the Separate Account invests.

PROPER NOTICE
         Notice that is received at our Home Office in a form acceptable to Us.

REQUIRED PREMIUM FOR THE GUARANTEE PERIOD
         The amount that must be paid on a cumulative  basis to keep this policy
         in force during the Guarantee Period.

RISK AMOUNT
         The Death Benefit divided by 1.00246627 less the Account Value.

SEPARATE ACCOUNT
          The Separate  Account of AUL  identified on the Policy Data Page.  The
          Separate Account is segregated into several Investment Accounts.

VALUATION DATE
         Valuation  Dates  are the dates on which the  Investment  Accounts  are
         valued.  A  Valuation  Date is any  date on which  the New  York  Stock
         Exchange is open for trading and we are open for business.

VALUATION PERIOD
         A Valuation  Period begins at the close of one Valuation  Date and ends
         at the close of the next succeeding Valuation Date.

VARIABLE ACCOUNT
          The  Account  Value of this  policy  which is  invested in one or more
          Investment Accounts.

WE
          We , us or our means AUL.

YOU
          You or your means the Owner of this Policy.

                                       10
<PAGE>



                       BENEFITS AVAILABLE UNDER THE POLICY

This Policy has a Death  Benefit,  a surrender  benefit,  and a loan value.  The
terms of these benefits are described in the Policy.


                               GENERAL PROVISIONS

POLICY

         The entire policy consists of:
                  1.  the basic policy;
                  2.  riders and endorsements, if any;
                  3.  the attached copy of your application.

         This policy is issued in  consideration  of the application and payment
          of the initial premium.

         Any change in this policy must be  approved  by AUL s  President,  Vice
         President or Secretary.  No  Representative  is authorized to change or
         waive any policy provision.


RELIANCES

         All statements made in the  application,  in the absence of fraud,  are
         deemed representations and not warranties.  No statement will void this
         policy  or be  used  in  defense  of a claim  unless  contained  in the
         application.  We are not liable for a request made in  accordance  with
         your instructions.


INCONTESTABILITY

         In the absence of fraud,  we will not contest  this policy after it has
         been in force during the lifetime of the Insured for two years from the
         Contract Date, or for increases in the Face Amount,  two years from the
         effective date of the increase.  If you did not request the Face Amount
         increase or if evidence of insurability  was not required,  we will not
         contest the increase.  If this policy is reinstated,  the incontestable
         period will start over again  beginning  on the  effective  date of the
         reinstatement,  but only for  statements  made in the  application  for
         reinstatement.


SUICIDE

         If the Insured commits suicide,  while sane or insane, within two years
         from the Contract Date or the effective date of any  reinstatement,  we
         will not pay a death benefit.  We will terminate this policy and refund
         the  premiums  paid,  less any loan,  loan  interest,  and any  Partial
         Surrender.

                                       11
<PAGE>
  
          If the Insured commits suicide, while sane or insane, within two years
          of the  effective  date of any  increase  in the Face  Amount that was
          subject to evidence of  insurability,  we will not pay a death benefit
          on that  increase.  We will  refund the  Monthly  Deductions  for that
          increase.


MISSTATEMENT OF AGE OR SEX

          If the  Insured's  age or sex has been  misstated,  the  amount of the
          Death Benefit will be the greater of:
               1.   the amount which would have been  purchased at the Insured s
                    correct  age and sex by the most  recent  cost of  insurance
                    charge assessed prior to the date we receive proof of death;
                    or
               2.   the Account  Value as of the date we receive proof of death,
                    multiplied  by the  Minimum  Insurance  Percentage  for  the
                    correct age.


                              OWNER AND BENEFICIARY


OWNERSHIP

         You have all rights in this policy  while the  Insured is living.  Your
         rights are subject to the  interests  of any  assignee  or  irrevocable
         beneficiary.  If you die before the Insured, any contingent Owner named
         in the  application  will be the new Owner.  If there is no  contingent
         Owner, then your estate becomes the new Owner.


ASSIGNMENT

         You  may  assign  this  policy.  Your  rights  and  the  rights  of any
         beneficiary  will  be  secondary  to the  rights  of the  assignee.  An
         assignment will be subject to any loan on this policy. If there are any
         irrevocable  beneficiaries,   you  must  obtain  their  consent  before
         assigning your policy. We assume no responsibility  for the validity of
         an  assignment.  Any  assignment  will not be binding  upon us until we
         receive Proper Notice.


BENEFICIARY

         The beneficiary  will receive the Death Benefit Proceeds of this policy
         upon the Insured s death. Beneficiaries are as named in the application
         unless later changed by you. You can name more than one beneficiary.

                                       12
<PAGE>

         The interests of a beneficiary who dies before the Insured will pass to
         any  surviving  beneficiaries  unless  you  specify  otherwise.  If  no
         beneficiary survives the Insured, you will be the beneficiary,  or your
         estate if you are the Insured.


CHANGE OF OWNER OR BENEFICIARY

         While the Insured is living,  you may transfer  ownership or change the
         beneficiary of this policy by giving Proper Notice to us. A change will
         take effect on the date the notice is signed. The change will not apply
         to any  payments  made or  actions  taken by us before we  receive  the
         notice. An irrevocable beneficiary may be changed only with the written
         consent of that beneficiary.


                                  DEATH BENEFIT


DEATH BENEFIT

         We will pay the Death Benefit  Proceeds to the beneficiary upon receipt
         of proof that the Insured died while this policy was in force. Coverage
         under this  policy is  effective  on the later of the date the  initial
         premium is paid or the Issue Date.

         The proceeds  may be paid in a lump sum, or in any other way  agreeable
         to you and us. Before the Insured dies, you may choose how the proceeds
         are to be paid.  If you have not made a choice before the Insured dies,
         the  beneficiary may choose how the proceeds are paid. When part or all
         of the proceeds are paid in a lump sum, we will include  interest  from
         the date of death to the payment  date.  The rate will not be less than
         required by law.

         The Death Benefit Proceeds are:

               1.   the Death  Benefit  in force as of the end of the  Valuation
                    Period during which death occurs; less
               2.   any  outstanding  loan and loan  interest  as of the date of
                    death; plus
               3.   any  benefits  provided  by rider  payable at the  Insured s
                    death.

          If the Insured  dies during the grace  period,  the  proceeds  paid on
          death will be equal to:

               1.   the  Death  Benefit  immediately  prior to the  start of the
                    grace period; plus
               2.   any benefits provided by rider; less
               3.   any  outstanding  loan and loan interest and overdue Monthly
                    Deductions  and Mortality and Expense  Charge as of the date
                    of death.

                                     13
<PAGE>

DEATH BENEFIT OPTIONS

         OPTION 1

                  The Death  Benefit is the greater of: (1) the Face Amount;  or
                  (2) the Account  Value  multiplied by  appropriate  percentage
                  from the Table of Minimum Insurance  Percentages on the Policy
                  Data Page.

         OPTION 2

                  The Death  Benefit is the greater of: (1) the Face Amount plus
                  the Account  Value;  or (2) the Account  Value  multiplied  by
                  appropriate  percentage  from the Table of  Minimum  Insurance
                  Percentages on the Policy Data Page.

          The Face Amount and death benefit  option you have chosen are shown on
          the Policy Data Page.


DEATH BENEFIT CHANGES

         You may make  the  following  changes  to this  policy,  as long as the
         policy is not in the grace period.  We reserve the right,  however,  to
         not  accept any  change  which  might  disqualify  this  policy as life
         insurance under federal tax law.

         Increase the Face Amount of Insurance

         You may  request an  increase  of the Face Amount at any time after the
         date  specified on the Policy Data Page, by providing a proper  written
         application and satisfactory  evidence of  insurability.  The amount of
         the increase must be at least equal to the minimum  amount shown on the
         Policy  Data  Page,  and is  subject to our  underwriting  limits.  The
         increase  in  Face  Amount  will  generate  its  own  Surrender  Charge
         schedule.  If the policy is within the Guarantee  Period,  the Required
         Premium will increase.

         The  effective  date of the  increase  will be the  Monthiversary  date
         following our approval of the increase.

         Decrease the Face Amount of Insurance

         You may request a decrease  of the Face Amount by Proper  Notice at any
         time after the date  specified  on the Policy  Data Page.  The  minimum
         amount of any  decrease is shown on the Policy  Data Page.  You may not
         make a decrease  which  reduces the Face Amount of the policy below the
         minimum amount shown on the Policy Data Page.

                                       14
<PAGE>


         A decrease of the Face Amount will be  effective  on the  Monthiversary
         following our receipt of Proper Notice.  If you have made any increases
         to the  policy,  the  decrease  will first be  applied to reduce  those
         increases,  starting with the most recent  increase.  The decrease will
         not cause a decrease in either the Required  Premium for the  Guarantee
         Period or the Surrender Charges.

         Changing the Insurance Option

         You may request a change in the death  benefit  option by Proper Notice
         at any time after the date specified on the Policy Data Page.

         If you request a change from Option 2 to Option 1, the Face Amount will
         be increased by the amount of the Account  Value on the date of change.
         The change will be effective on the Monthiversary following our receipt
         of Proper Notice.

         If you request a change from Option 1 to Option 2, the Face Amount will
         be decreased by the amount of the Account  Value on the date of change.
         We may require satisfactory  evidence of insurability.  The change will
         be effective on the Monthiversary following our approval of the change.
         We will not permit a change which would  decrease the Face Amount below
         the minimum amount shown on the Policy Data Page.

         Exchange for Paid-Up Policy

         You may exchange  this policy for a paid-up whole life policy by Proper
         Notice and  returning  this policy to the Home  Office.  The new policy
         will be for the level face amount,  not greater than this policy s Face
         Amount, which can be purchased by this policy s Net Cash Value. We will
         pay you any Net  Cash  Value  which  is not  used to  purchase  the new
         policy.

         The new  policy  will be  purchased  using the  continuous  net  single
         premium for the Insured s age nearest birthday at the time of exchange.

         At any time after  this  option is  elected,  the cash value of the new
         policy will be its net single  premium at the  Insured s then  attained
         age.  All net  single  premiums  will be based on 3%  interest  and the
         guaranteed cost of insurance rates of this policy.

         No riders may be attached to the new policy.

                                       15

<PAGE>



                                    PREMIUMS


PAYMENT OF PREMIUM

         The initial premium is due on or before  delivery of the policy.  There
         will be no coverage  under this policy  until the later of the date the
         initial premium is paid or the Issue Date.

         You may make  other  premium  payments  at any time and in any  amount,
         subject to the limits  described in this section.  The actual amount of
         premium  payments  will affect the Account Value and the period of time
         the policy remains in force.

         Premium  payments  after the initial  payment  must be made to our Home
         Office.  Each  payment  must be at least equal to the  minimum  payment
         shown on the Policy Data Page.  We reserve  the right to increase  this
         minimum 90 days after we sent you Proper Notice of each  increase.  All
         premiums  combined  may not be more  than  $1,000,000,  unless a higher
         amount is agreed to by us.

         The Planned Premium is the amount for which we will bill you or, in the
         case of our automatic premium plan, the amount for which we will charge
         your account.  The amount and frequency of the Planned Premium at issue
         are shown on the  Policy  Data  Page.  You may  change  the  amount and
         frequency of the Planned Premium by Proper Notice. We reserve the right
         to change  the  Planned  Premium to comply  with our rules for  billing
         amounts and frequency.

         If the  payment of any  premium  would cause an increase in Risk Amount
         because  of  the   Minimum   Insurance   Percentage,   we  may  require
         satisfactory evidence before accepting it. If we accept the premium, we
         will  allocate the Net Premium to your Account Value on the date of our
         acceptance. If we do not accept the premium, we will refund it to you.

         If the payment of any  premium  would cause this policy to fail to meet
         the federal tax definition of a life  insurance  contract in accordance
         with the  Internal  Revenue  Code,  we reserve  the right to refund the
         amount to you with interest  within 60 days after the end of the Policy
         Year in which we receive the premium, but we assume no obligation to do
         so.

         If the  payment of any  premium  would  cause the  contract to become a
         Modified  Endowment,  we will make an effort to notify you; however, we
         are under no  obligation  to notify you.  If we notify you,  consistent
         with the  terms of the  notice,  you may to  determine  if you want the
         premium  refunded to you.  We reserve the right to refund any  premiums
         which cause the Policy to become a modified endowment.

                                       16


<PAGE>


ALLOCATION OF NET PREMIUM

         The initial  Net  Premium is  allocated  to the Fixed  and/or  Variable
         Accounts on the later of the  Contract  Date or the date we receive the
         premium at our Home Office. Subsequent Net Premiums are allocated as of
         the end of the Valuation  Period during which we receive the premium at
         our Home Office.

         All Net Premiums  received prior to the Issue Date are allocated to our
         General Account until the expiration of the Right to Examine period. We
         credit  interest  daily on these funds,  at a rate equal to at least 3%
         annually.  At the end of the Right to Examine period,  we transfer your
         Account Value to the Fixed Account of the Variable Account based on the
         percentages you have selected in the application.  We reserve the right
         to allocate Net Premiums to the accounts you have selected prior to the
         end of the Right to Examine period. For purposes of determining the end
         of the Right to Examine period,  solely as it applies to this transfer,
         we assume that  receipt of this policy  occurs on the date shown on the
         Policy Data Page.

         You may change the allocation of subsequent Net Premiums at any time by
         Proper Notice, or by telephone if written authorization is on file with
         us.


                                 POLICY CHARGES


PREMIUM EXPENSE CHARGES

         The Premium  Expense  Charges  are shown on the Policy  Data Page.  The
         Premium Expense Charges are deducted when the premium is received.  The
         Net Premium is the premium less the Premium Expense Charges.


MONTHLY DEDUCTION

         The Monthly Deduction is a charge made against the Account Value.

         The Monthly Deduction is the sum of:
                  1.  the Monthly Administrative Charge; plus
                  2.  the cost of insurance; plus
                  3.  the cost for any policy riders.

The Monthly Deduction is deducted on the Contract Date and each Monthiversary of
the Contract Date.  Monthly Deductions due on any  Monthiversaries  prior to the
Issue Date are  deducted on the Issue Date.  The Monthly  Deduction  is deducted
prorata from the Investment Accounts and the Fixed Account based on your amounts
in each account.

                                       17
<PAGE>

MONTHLY ADMINISTRATIVE CHARGE

         The Monthly administrative charge is shown on the Policy Data Page.


COST OF INSURANCE

         The  guaranteed  maximum cost of insurance  rate is shown on the Policy
         Data Page. A current cost of  insurance  rate less than the  guaranteed
         maximum cost of insurance rate may be used at our option.  Current cost
         of insurance  rates may vary by Attained Age,  sex, rate class,  Policy
         Year,  and Face Amount of the policy.  If you  increase or decrease the
         Face Amount after issue, each change may have different applicable cost
         of insurance rates.

         The cost of insurance is the current cost of insurance rate  multiplied
         by the Risk Amount determined as of the date of the Monthly  Deduction.
         The Risk Amount is:

               1. the Death Benefit on the Monthiversary  divided by 1.00246627;
               less
               2. the Account Value.

         The Account  Value will first be  considered  part of the initial  Face
         Amount,  then part of any  additional  Face Amounts in the order of the
         increases.


MORTALITY AND EXPENSE RISK CHARGE

         The  Mortality  and  Expense  Risk  Charge  is  compensation   for  our
         assumption  of the  mortality  and expense  risks.  This charge will be
         deducted from the  Investment  Accounts  monthly  prorata based on your
         amounts  in each  account.  The  amount of this  charge is shown on the
         Policy Data Page.


SURRENDER CHARGE

         We will deduct the Surrender  Charge from the Account Value on the date
         this policy is surrendered  for cash. The Surrender  Charge is shown on
         the Policy Data Page.

TAXES

         We  reserve  the right to deduct  any  taxes  levied by any  government
         entity which, at our sole  discretion,  are determined to have resulted
         from the  establishment  or  maintenance  or  operation of the Separate
         Account, or from the investment performance of the Separate Account.
  
                                     18
<PAGE>

CHANGES IN COST FACTORS

         We bear the mortality  and expense risks of this policy.  We may change
         the cost of insurance  rates and monthly  administrative  charges up to
         the maximum guaranteed  amounts stated in this policy.  Changes will be
         made by class and will be based on  changes in  expectations  of future
         experience. Policy cost factors will be reviewed as needed.


                                  POLICY VALUES


ACCOUNT VALUE

         The Account Value is the sum of your interest in the Fixed Account, the
         Variable Account, and the Loan Account.

         The Account  Value on the  Contract  Date of this policy is the initial
         Net Premium  received for this policy as of the Contract Date, less any
         Monthly Deduction charged as of the Contract Date.

         The Account Value on each  Valuation  Date After the Contract Date will
         be:
         1. the Account Value on the prior Valuation Date; plus
         2. interest  credited to the amounts allocated to the Fixed Account and
         the Loan Account; plus
         3. the positive or negative investment  experience on amounts allocated
         to the  Variable  Account,  as  reflected by the change in value of the
         accumulation units; plus
         4. any Net Premium for the policy  allocated  since the prior Valuation
         Date; less
         5. any Partial Surrender paid since the prior Valuation Date; less
         6. any Monthly  Deduction,  Mortality and Expense  Charge,  or transfer
         charges assessed.


CASH VALUE

         The Cash Value of this policy is:
                   
               1.   the Account Value of this policy; less
               2.  the Surrender Charge, if any, shown on the Policy Data Page.


NET CASH VALUE

         The Net Cash Value is the Cash Value less any outstanding loan and loan
         interest.
                                       19
<PAGE>


                           VARIABLE ACCOUNT PROVISIONS


SEPARATE ACCOUNT

         The Separate Account is shown on the Policy Data Page. It is a separate
         account established and owned by us. The assets of the Separate Account
         will be used to provide  values and  benefits  under this  contract and
         similar  contracts,  but  the  assets  of  the  account  equal  to  the
         liabilities may not be charged with liabilities  arising from any other
         business in which we take part.


INVESTMENT ACCOUNTS

         The Separate  Account is subdivided into Investment  Accounts,  each of
         which invests in a different Portfolio.


VARIABLE ACCOUNT VALUE

         The  Variable  Account  value  of this  policy  equals  the sum for all
         Investment  Accounts of: (a) the number of accumulation  units credited
         to  an  Investment   Account;   multiplied   by  (b)  the   appropriate
         accumulation unit value.


CREDITING OF ACCUMULATION UNITS

         We credit amounts  allocated to the Investment  Accounts in the form of
         accumulation  units. The number of accumulation units to be credited is
         determined by dividing:
               1. the  dollar  amount  allocated  to the  particular  Investment
               Account, by
               2. the  accumulation  unit  value for the  particular  Investment
               Account  at the end of the  Valuation  Period  during  which  the
               allocation is made.

         Accumulation  units are credited  when Net  Premiums  are  allocated or
         amounts are transferred into an Investment Account.  Accumulation Units
         are  deducted  when the Monthly  Deduction  and  Mortality  and Expense
         Charge are  assessed  or when  amounts  are  partially  surrendered  or
         transferred out of an Investment Account.


ACCUMULATION UNIT VALUE

         We determine the accumulation unit value for each Investment Account on
         each Valuation Date. The  accumulation  unit value for the Money Market
         account was  initially  set at one dollar ($1) and the value of each of
         the  other  Investment  Accounts  was set at  five  dollars  ($5)  when
         operations commenced. The value for any later Valuation Period is found
         by multiplying:
  
                                     20
<PAGE>

               1.  the  net  investment  factor  for the  particular  Investment
               Account, by
               2. the  accumulation  unit value for the same Investment  Account
               for the preceding Valuation Period.

         The accumulation unit value may increase or decrease from one Valuation
         Period to the next.


NET INVESTMENT FACTOR

         The net investment factor is used to measure the investment performance
         of an Investment Account from one Valuation Period to the next. For any
         Investment Account, the net investment factor for a Valuation Period is
         determined by dividing (a) by (b), where:
                  (a)  is equal to:
                         1. the net asset  value per  share of the  mutual  fund
                         held in the Investment Account determined at the end of
                         the current Valuation Period; plus
                         2. the per share amount of any dividend or capital gain
                         distribution   paid  by  the  mutual  fund  during  the
                         Valuation Period; plus
                         3. the per  share  credit  or charge  with  respect  to
                         taxes,  if any,  paid or reserved  for by us during the
                         Valuation  Period  that  are  determined  by  us  to be
                         attributable   to  the  operation  of  the   Investment
                         Account.
                  (b) is equal to:
                         1. the net asset  value per  share of the  mutual  fund
                         held in the Investment Account determined at the end of
                         the preceding Valuation Period; plus
                         2.  the per  share  credit  or  charge  for  any  taxes
                         reserved  for  the  immediately   preceding   Valuation
                         Period.


ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS

         We reserve the right,  subject to applicable law, to make additions to,
         deletions from, or substitutions for the Portfolio shares that are held
         by the Separate Account or that the Separate  Account may purchase.  We
         reserve  the  right to  eliminate  the  shares  of any of the  eligible
         Portfolios and to substitute shares of another Portfolio, or of another
         open-end,  registered  investment company, if the shares of an eligible
         Portfolio are no longer available for investment, or if in our judgment
         further   investment   in  any   eligible   Portfolio   should   become
         inappropriate in view of the purposes of the Separate Account.  We will
         not  substitute  any  shares   attributable  to  your  interest  in  an
         Investment  Account without written notice to you and prior approval of
         the Securities and Exchange  Commission,  to the extent required by the
         Investment Company Act of 1940.
                                       21
<PAGE>

         We reserve the right to establish additional Investment Accounts,  each
         of which  would  invest in a new  Portfolio,  or in  shares of  another
         open-end  registered  investment  company. We also reserve the right to
         eliminate existing  Investment  Accounts.  If deemed by us to be in the
         best interest of persons  having voting rights under the policies,  the
         Separate  Account  may be operated as a  management  company  under the
         Investment  Company Act of 1940, or it may be  deregistered  under such
         Act in the event such registration is no longer required,  or it may be
         combined with other AUL Separate Accounts.

         We may, by appropriate endorsement, make such changes in this policy as
         may be necessary to reflect any substitution or change.

         The  investment  policy of the  Separate  Account  will not be  changed
         without the  approval  of the  Insurance  Commissioner  of the State of
         Indiana.  If  required,  the  approval  process  is on  file  with  the
         Commissioner of the state in which this policy is issued.


                            FIXED ACCOUNT PROVISIONS


FIXED ACCOUNT VALUE

                  The Fixed Account Value of this policy at any time equals:
      
                    (a) the  total of all Net  Premiums  allocated  to the Fixed
                    Account; plus
                    (b)  the  total  of all  amounts  transferred  to the  Fixed
                    Account from the Variable Account or the Loan Account; plus
                    (c) interest credited to the Fixed Account; minus
                    (d) the  total of all  amounts  transferred  from the  Fixed
                    Account to the Variable Account or the Loan Account; minus
                    (e) the total of all Monthly  Deductions charged against the
                    Fixed Account; minus
                    (f) the  total of all  Partial  Surrenders  from  the  Fixed
                    Account.

FIXED ACCOUNT INTEREST RATE

         The  guaranteed  interest rate credited to amounts in the Fixed Account
         is shown on the Policy  Data  Page.  We may  credit  interest  rates in
         excess of the guaranteed rate.


                                  CASH BENEFITS


TRANSFERS

         You may  transfer  amounts  between the Fixed  Account  and  Investment
         Accounts  or among  Investment  Accounts at any time after the Right to
         Examine  period.  The  transfer  will  be  made  as of  the  end of the
         Valuation Period during which we receive the request.

                                       22
<PAGE>

         The  minimum  transfer  amount is shown on the Policy  Data  Page.  The
         transfer  must be at least for the  minimum  amount,  or, if less,  the
         entire amount in the Fixed  Account or an Investment  Account each time
         that a transfer is made. If after the transfer the amount  remaining in
         any account is less than $25, we have the right to transfer  the entire
         amount.  Any applicable  transfer  charge shown on the Policy Data Page
         will be assessed.  The charge will be deducted from the account(s) from
         which the transfer is made on a prorata basis;  and, if those remaining
         account values are not  sufficient,  from account values  determined by
         us.

         Transfers  are made such that the Account Value on the date of transfer
         will not be affected by the  transfer,  except for the deduction of any
         transfer charge.

         We reserve the right to limit the number of  transfers  to 12 per year,
         or to  restrict  transfers  from  being made on  consecutive  Valuation
         Dates.

         If we determine  that the transfers made by or on behalf of one or more
         Owners is to the  disadvantage  of other  Owners,  we may  restrict the
         rights of certain  Owners.  Such  restrictions  would be applied in any
         manner  reasonably  designed to prevent  transfers  of some Owners from
         being  disadvantageous  to other  Owners.  We also reserve the right to
         limit  the size of  transfers  and  remaining  balances,  to  require a
         minimum  time  period  between  transfers,  to  limit  the  number  and
         frequency of transfers, and to discontinue telephone transfers.

LIMITATION ON TRANSFERS FROM THE FIXED ACCOUNT

         Transfers  from the Fixed  Account  are limited in total for any Policy
         Year to no more than the amount shown on the Policy Data Page.

LOANS

         You may  request a loan at any time after the Right to  Examine  period
         while the policy is not in the grace period. This policy is assigned to
         us as sole security for the loan.

         The minimum  amount of a new loan is shown on the Policy Data Page. The
         maximum amount of a new loan is:
                  1.  90% of the Account Value; less
                  2.  any loan interest due on the next Policy Anniversary; less
                  3.  any applicable Surrender Charges;  less
                  4.  any existing loans and accrued loan interest.

                                       23

<PAGE>


         INTEREST CHARGED ON LOANS

         Interest  accrues  daily from the date of the loan at the rate shown on
         the Policy Data Page.  Interest is due on each Policy  Anniversary.  If
         you do not pay interest when due, we will add that amount to the loan.


         LOAN ACCOUNT

         At the time any loan is issued, we transfer an amount equal to the loan
         from the Investment  Accounts and the Fixed Account into a Loan Account
         as collateral for the loan. On your loan request,  you may specify that
         the transfer is to be made from specific  Investment  Accounts.  If you
         make no  specification,  this  transfer  is made from each  account  in
         proportion  to the Account  Value in the  Investment  Accounts  and the
         Fixed Account.

         The Loan Account will be credited with interest  daily which will be at
         least equal to the rate shown on the Policy Data Page.  We may credit a
         higher rate.

         If you do not pay any loan  interest when it is due, we make a transfer
         from  the  Investment  Accounts  and the  Fixed  Account  into the Loan
         Account as  collateral  for the interest due. The amount we transfer is
         the amount by which the  interest  due exceeds the  interest  which has
         been  credited  on the Loan  Account.  The  transfer  is made from each
         account in proportion to the amount in the account.

         A loan has a permanent  effect on the policy values even if the loan is
         repaid,  since the Account Value held in the Loan Account as collateral
         earns  different  rates  than  it  might  have  experienced  if it were
         invested in the Investment Accounts or the Fixed Account.


         REPAYMENT OF LOANS

         A loan may be paid in full or in part at any time while this  policy is
         in force and the Insured is alive.  When a loan  repayment is made, the
         amount of the Loan Account  equivalent to the amount of loan  repayment
         is transferred  to the Investment  Accounts and the Fixed Account based
         on the proportions in your current premium allocation instructions.

         Unless you request  otherwise  at the time you make any payments to us,
         all amounts  received while a loan is outstanding will be considered as
         premium payments.

                                       24

<PAGE>


SURRENDER

         PARTIAL SURRENDER

         At any time  after  the end of the  Right to  Examine  period,  you may
         surrender  part of this  policy  for cash by Proper  Notice to us.  The
         minimum  amount of any  Partial  Surrender  is shown on the Policy Data
         Page. The amount  surrendered  is deducted from the Account Value,  and
         therefore also reduces the Cash Value.  The deduction will be made from
         the  Investment  Accounts and the Fixed  Account in  proportion to your
         amounts in each  account,  unless you request  deduction  from specific
         Investment Accounts.

         Under  Death  Benefit  Option 1, the Face Amount will be reduced by the
         amount surrendered. The remaining Face Amount must be at least equal to
         the minimum Face Amount shown on the Policy Data Page.


         FULL SURRENDER

         At any time after the Right to Examine  period,  you may surrender this
         policy for the Net Cash Value by Proper Notice to us.


                            TERMINATION OF THE POLICY

GRACE PERIOD

         Unless the  Continuation  of  Insurance  Guarantee  applies,  the grace
         period begins on the Monthiversary when the Net Cash Value is less than
         the Monthly  Deduction.  This policy goes into  default at the start of
         the grace period.  We will send you written notice of the length of the
         grace  period and the amount of premium  due. The amount of premium due
         is the amount  which is required to keep the policy in force during the
         grace period. This notice will be sent to your last known address.  The
         grace  period shall  terminate as of the date  indicated in the notice,
         which shall comply with any applicable state law.

         If the premium due is not paid within the grace  period,  all insurance
         stops and the policy terminates without value.


TERMINATION

         This policy will terminate and all insurance will stop:
               1. as of the end of the Valuation  Period during which we receive
               Proper  Notice in good order from you to surrender  the contract;
               or
               2. when the Insured dies; or 
               3. at the end of the grace period if the premium due is not paid.

                                       25
<PAGE>

CONTINUATION OF INSURANCE GUARANTEE

         During the Guarantee  Period shown on the Policy Data Page,  the policy
         will  remain in force  and will not  begin the grace  period if on each
         Monthiversary,  the sum of the premiums paid to date,  less any Partial
         Surrenders  and any  outstanding  loan and  loan  interest,  equals  or
         exceeds the Required Premium for the Guarantee Period multiplied by the
         number of policy months since the Contract Date. If this test is failed
         on  any   Monthiversary,   the  Continuation  of  Insurance   Guarantee
         terminates. The guarantee will not be reinstated.

         The Required  Premium for the  Guarantee  Period is shown on the Policy
         Data  Page.  If you make  changes to the  policy  within the  Guarantee
         Period,  the Required Premium for subsequent months may change. We will
         send you notice of the new Required Premium.


REINSTATEMENT

         You may reinstate  this policy by Proper Notice to us within 5 years of
         the date the policy terminated if:

               1. the policy had not been  surrendered  for its Net Cash  Value;
               and
               2. satisfactory evidence of insurability is provided to us; and
               3.  payment  is made of  sufficient  premium  to  cover  past due
               Monthly  Deductions  during  the  grace  period  and to keep this
               policy in force for three months; and
               4. interest on any loan amount which is reinstated is paid at the
               annual  rate  applicable  to policy  loans  during  the period of
               lapse, from the date insurance stopped.

         The  effective  date of the  reinstatement  is the  next  Monthiversary
         following our approval of the reinstatement.

         The Account Value on the effective  date of  reinstatement  is equal to
         the Account  Value at the time of  termination,  adjusted  for past due
         charges  during the grace period,  plus the premium paid at the time of
         reinstatement.  The  Surrender  Charge  will be based on the  number of
         Policy Years from the original Contract Date.

                                       26
<PAGE>

                             OTHER POLICY PROVISIONS


DEFERRAL OF PAYMENTS

         For payments from the Fixed Account, we may defer payment for up to six
         months.  If we do,  interest on the Fixed  Account will  continue to be
         earned at the declared  rates.  We will not defer any amounts needed to
         pay premiums for other policies in force with us.

         While  payments  will  generally  be made within 7 days of a request in
         good order,  we may suspend or delay  withdrawal  payments or transfers
         from the Variable Account when permitted under applicable federal laws,
         rules and regulations.


POLICY CHANGES

         This is a flexible life insurance  policy.  You may make changes in the
         death  benefit  option,  Face  Amount,  premium  payments and riders by
         sending us Proper Notice.


CHANGE OF INSURED

         While the Policy is in force,  it may be exchanged  for a new Policy on
         the life of a  substitute  Insured.  The  exercise of this  exchange is
         subject to  satisfactory  evidence of  insurability  for the substitute
         Insured. The Contract Date of the new Policy will generally be the same
         as the Contract Date of the exchanged Policy. The Issue Date of the new
         Policy will be the date of the exchange.  The initial Cash Value of the
         new Policy will be the same as the Cash Value of the  exchanged  Policy
         on the  date  of  the  exchange.  Exercise  of the  Change  of  Insured
         provision will result in a taxable exchange.


DIVIDENDS

         As long as this  policy is in force,  you will  receive  any  dividends
         declared by us. It is  anticipated  that no dividends will be declared.
         The amount of any  dividend  will be applied to  increase  the  Account
         Value unless you request it to be paid in cash.


ANNUAL REPORT

         At least  once a year we will  send you a report  showing  the  current
         Account Value, Cash Value,  Death Benefit,  amount of interest credited
         to  amounts  in the Fixed  Account,  change in value of  amounts in the
         Variable Account,  premiums paid, loans,  Partial  Surrenders,  expense
         charges,  and cost of insurance  charges  since the prior  report.  Any
         other  information  required by the  Insurance  Department of the state
         where the  application  is signed  will also be  included in the annual
         report.

                                       27
<PAGE>

         You may  request  other  information  about this  policy,  including  a
         hypothetical  illustration of future policy benefits and values. We may
         make a reasonable charge to provide this information.


CONFORMITY WITH LAWS

         This policy is subject to the laws of the state  where the  application
         is  signed.  We  reserve  the right to make any  changes  without  your
         consent  which  are  necessary  to  comply  with any  federal  or state
         statute, rule, or regulation.


COMPUTATIONS

         Calculations  are based on the mortality table referenced on the Policy
         Data  Page.  Interest  on  amounts  allocated  to the Fixed  Account is
         compounded daily.

         All of the values are the same as or more than the  minimums set by the
         laws of the state where the  application  was signed.  If required,  we
         have filed a detailed statement with your State Insurance Department.


SETTLEMENT OPTIONS

         OPTIONS

         All or any part of the proceeds payable at death or upon full surrender
         of  this  policy  may be paid  in one  sum or  according  to one of the
         following options:

               1.  Income  for a Fixed  Period.  Proceeds  are  payable in equal
               monthly  installments  for a  specified  number of years,  not to
               exceed 20.

               2. Life Annuity.  Proceeds are paid in equal monthly installments
               for as long as the  payee  lives.  A number  of  payments  can be
               guaranteed,  such as 120, or the number of  payments  required to
               refund the proceeds applied.

               3.   Survivorship   Annuity.   Proceeds   are  paid  in   monthly
               installments  for as long as either the first payee or  surviving
               payee lives.  A number of payments  equal to the initial  payment
               can be guaranteed,  such as 120. A different monthly  installment
               payable to the surviving payee can be specified.

                                       28

<PAGE>

         The  proceeds  of  this  policy  may be  paid in any  other  method  or
         frequency of payment acceptable by us.

         Policy proceeds payable in one sum will accumulate at interest from the
         date of death or  surrender to the payment date at the rate of interest
         then  paid by us or at the rate  specified  by  statute,  whichever  is
         greater.

         SELECTION

         You may select or change an option by giving us Proper  Notice prior to
         the settlement  date. If no option is in effect on the settlement date,
         the payee may select an option.  If this  policy is  assigned or if the
         payee is a corporation,  association, partnership, trustee or estate, a
         settlement option will be available only with our consent.

         PAYMENTS

         We will  determine  the amount  payable  under any option.  The minimum
         interest rate used in computing  payments  under all options will be 3%
         per year.

         The  settlement  option  tables show the  guaranteed  monthly  payments
         available  under  options 1, 2 and 3. The  amounts  shown are for exact
         adjusted ages. The values for other ages and fractional  ages not shown
         will be  calculated  on the  same  basis  as  those  shown  and will be
         furnished upon request.

         If the monthly  payment under a chosen  settlement  option is less than
         $100, we may require that payments be made on a less frequent basis.

         ADJUSTED AGE

         An adjusted age is calculated as follows:

               (a)  Determine  a payee s actual age in years and full  months on
               the date payments are to begin.
               (b) Subtract 1 1/2 months for each year the payee s year of birth
               exceeds 1900.

         DEATH OF LAST PAYEE

         If a payee dies and there is no surviving  payee,  we will pay a single
         sum to such  payee s estate.  The final  payment  will be the  commuted
         value of any remaining guaranteed payments.

         CLAIMS OF CREDITORS

         Settlement  option payments will be exempt from the claims of creditors
         to the maximum extent permitted by law.

                                       29
<PAGE>

                            Settlement Option Tables
                Guaranteed Monthly Income Per $1,000 of Proceeds

                       Option 1 - Income for Fixed Period


Number                Monthly             Number         Monthly 
of Years              Income              of Years       Income

 1                    $84.47              11             $8.86
 2                     42.86              12              8.24
 3                     28.99              13              7.71
 4                     22.06              14              7.26
 5                     17.91              15              6.87
 6                     15.14              16              6.53
 7                     13.16              17              6.23
 8                     11.68              18              5.96
 9                     10.53              19              5.73
 10                     9.61              20              5.51
                                                                      

Quarterly Income is 2.993 times the monthly income and annual income is 11.839

                             Option 2 - Life Annuity

The  amount of income is based on the  adjusted  age of the payee on the date of
the first payment.

                                        Adjusted: Number of Guaranteed Payments
                                        Adjusted: Number of Guaranteed Payments

<TABLE>
<S>       <C>            <C>            <C>           <C>       <C>            <C>             <C>

Age       None           120            Refund*        Age       None           120            Refund*

55        $4.34          $4.30          $4.17          63        $5.21          $5.10          $4.86
56         4.42           4.38           4.24          64         5.35           5.22           4.96
57         4.52           4.47           4.31          65         5.51           5.35           5.08
58         4.61           4.56           4.39          66         5.67           5.49           5.20
59         4.72           4.65           4.47          67         5.85           5.64           5.33
60         4.83           4.76           4.56          68         6.04           5.80           5.46
61         4.95           4.86           4.66          69         6.24           5.96           5.61
62         5.08           4.98           4.75          70         6.46           6.13           5.76
</TABLE>


*The sum of all  guaranteed  payments  will equal the amount  applied under this
option.

                         Option 3 - Survivorship Annuity

The amount of income is based on the  adjusted  age of each of the payees on the
date of the first payment.

<TABLE>
<S>     <C>       <C>      <C>      <C>      <C>           <C>      <C>       <C>      <C>        <C>     <C>

           50% to Survivor                                      100% to Survivor     
       120 Guaranteed Payments                              120 Guaranteed Payments
    Payee #1          Payee #2 Age                          Payee #1          Payee #2 Age    
                                                       

Age    50         55        60       65        70            Age    50         55       60         65      70
50     $3.95      $4.12     $4.31    $4.55     $4.80          50    $3.56      $3.67    $3.76     $3.83    $3.88  
55      4.12       4.30      4.52     4.77      5.05          55     3.67       3.83     3.97      4.08     4.17
60      4.31       4.52      4.76     5.04      5.36          60     3.76       3.97     4.17      4.36     4.51
65      4.55       4.77      5.04     5.35      5.72          65     3.83       4.08     4.36      4.64     4.90
70      4.80       5.05      5.36     5.72      6.13          70     3.88       4.17     4.51      4.90     5.28

</TABLE>

Income for other combinations of ages will be furnished on request.

                                       30




                               Last Survivor Rider

This rider is a part of your  policy.  The  effective  date of this rider is the
Issue  Date shown on the Policy  Data  Page.  This rider may only be  terminated
based on the  termination  provisions  of the  policy  to which it is  attached.
Benefits or options  available  with this rider may be  terminated  as indicated
under the benefit provisions.

This rider provides for coverage  payable at the death of the surviving  insured
of the two Insureds named on the Policy Data Page.

This rider amends the provisions of this Policy as follows:


                               General Provisions

Death Benefit Proceeds

The Death Benefit  Proceeds will be payable to the  beneficiary  upon receipt of
due proof that the surviving  insured s death  occurred while this policy was in
force and will provide all other  benefits of this rider.  No benefit is payable
on the death of the first insured;  however, due proof of death must be given to
us when that death occurs.

Reinstatement

This policy may be reinstated  under the provisions  outlined in the Policy only
if both  Insureds  are  alive or the  surviving  insured  is alive and the lapse
occurred after the death of the first Insured.

Incontestability, Suicide and Misstatement of Age or Sex

The  Incontestability,  Suicide, and Misstatement of Age or Sex provisions apply
to either Insured.

Age

All references to the Insured s age are based on the ages of both Insureds.

Surviving Insured

Surviving  Insured  means the  insured who is living upon the death of the other
insured.  If both insureds die  simultaneously,  or under  conditions  where the
order of death cannot be determined,  Surviving Insured will mean the younger of
the two Insureds.

<PAGE>


Change of Owner or Beneficiary

While  either  insured  is  living,  you may  transfer  ownership  or change the
beneficiary of this policy by giving us written notice.

                               Policy Split Option


While both insureds on this policy are alive You may exchange this policy, under
certain conditions, for a single life policy on each of the insureds. Exercising
this option may result in a taxable event.  Your tax advisor should be consulted
prior to exercising this option.

Policy  Split  Option may not be  available  if either  insured is issued with a
special  class  rating.  Exclusion  of this  benefit is based on  Insureds  of a
similar class and is not determined on an individual basis.  Refer to the Policy
Data Page to determine if this option is included on your policy.

Events

If the Insureds on this policy are married to each other, the option to exchange
may be exercised  without  evidence of  insurability on the occurrence of one of
the following events:

         1)    a change in Section 2056 of the Internal Revenue Code of 1986, or
               its  successor,  to  eliminate  or reduce the federal  estate tax
               marital deduction with respect to the Insureds; or

         2)    a change in the maximum tax rate expressed in Section 2001 of the
               Internal  Revenue Code of 1986, or its  successor,  to reduce the
               rate to 25% or less.

The option to exchange may be exercised at any other time subject to evidence of
insurability  satisfactory to us, while both Insureds are alive and are attained
age 80 or younger.

Election

To elect this option, you must make proper written  application to us while this
policy is in force.  If the election of this option is a result of events (1) or
(2) above,  then such  election  must take place within one year  following  the
occurrence of either of the above events.  The date we receive your  application
will be the effective date of the exchange,  provided that other  conditions for
the exchange have been met.
                                       2
<PAGE>

New Policy

The exchange must be to a variable universal life insurance policy offered by us
on the date of issue of this  policy.  The new policies  will  maintain the same
date of issue of this policy as well as each  insured s sex and age at issue for
this policy. The premium class will be the same as that shown on the Policy Data
Page of this policy if the option is  exercised  as result of events (1) or (2).
Otherwise,  the premium class will be  determined  on the effective  date of the
exchange.

The new policies will not take effect and will not provide any  insurance  until
this policy has terminated.

Policy Adjustments

         Loans

         Any policy loans and loan  interest on this policy will be paid in full
         from the Cash  Value of the  policy  prior to the  termination  of this
         policy.

         Death Benefit

         The maximum  amount of each new policy  will be one-half  the amount of
         the current Death Benefit Proceeds.

         Cash Value

         The Net Cash Value in this  policy will be divided  proportionately  to
         each insured based on the death benefit split percentages elected.

         Assignment

         Any  assignment  of this  policy  will  apply to each new  policy.  The
         assignee(s) written approval must be received by Us prior to exercising
         this option.


New Monthly Deductions

The monthly  deductions for each new policy will be based on each insured s sex,
age at issue and  premium  class.  Monthly  deductions  will be due for each new
policy as of the effective date of exchange.

                                       3
<PAGE>

Other Riders

A Waiver of Monthly  Deduction  rider may be attached to each new policy if that
insured  is issue age 55 or  younger  and has a  similar  rider in force on this
policy.  A Waiver of Monthly  Deduction  benefit will apply only if that insured
becomes totally disabled after the effective date of the exchange.

Any other riders  attached to this policy will be canceled upon  exchange.  Such
riders  may be added to the new  policies  according  to  rules  current  on the
effective date of exchange.

Termination

This option will terminate on the earliest of the following dates:

                 1)      the expiry date of this option shown on the Policy Data
                         Page

                 2)      the date of termination of this policy;

                 3)      the date this policy is surrendered for cash;

                 4)      any  Monthiversary  following  receipt of your  written
                         request; or

                 5)      the date of death of the first of the Insureds to die.




                           Estate Preservation Benefit


Benefit

We will pay the amount of  insurance  provided  by this rider on the date of the
surviving  insured  s death to the  beneficiary,  upon  receipt  of due proof of
death. The amount of insurance is shown on the Policy Data Page. This benefit is
only available if:

                  1)     one or both of the  Insureds  shown on the Policy  Data
                         Page are owners of this Policy;

                  2)     both   Insureds   are  issued  with  a  standard   risk
                         classification; and

                  3)     their issue ages are between 20 and 67.

                                       4
<PAGE>

Exclusion  of this  benefit is based on Insureds  of a similar  class and is not
determined on an individual basis.

Termination

This benefit will terminate on the earliest of the following dates:

         1)       the expiry date of this benefit shown on the Policy Data Page;

         2)       the date this policy is surrendered for cash;

         3)       the date of termination of this policy; or

         4)       any Monthiversary following receipt of your written request.


                     American United Life Insurance Company


                                    Secretary

                                       5



                  Waiver of Monthly Deduction Disability Rider

This rider is part of your  policy.  The date of issue of this rider is the same
as the date of issue of the policy unless otherwise stated on page 3.

Insured                  As used in this  rider,  the insured is the same as the
                         insured for this policy unless  otherwise named on page
                         3.

Benefit                  If the  insured  becomes  totally  disabled  while this
                         rider  is  in  force  and  total  disability  continues
                         without   interruption   for  6  months,   the  monthly
                         deductions for the policy will be waived as follows.

                         1.  Disability   Beginning  Before  Age  60.  If  total
                         disability begins before the policy anniversary nearest
                         the insured s 60th birthday,  we will waive the monthly
                         deductions  becoming due during the continuance of that
                         disability and prior to the policy maturity date.

                         2.  Disability  Beginning  Between  Ages 60 and 65.  If
                         total   disability   begins  on  or  after  the  policy
                         aniversary nearest the insured s 60th birthday, we will
                         waive the monthly  deductions  becoming  due during the
                         continuance of that  disability and prior to the policy
                         anniversary nearest the insured s 65th birthday.

                         If total  disability  begins during the grace period, a
                         premium  sufficient to cover the monthly deductions for
                         the grace  period must be paid to us before any monthly
                         deductions will be waived.

                         When we  begin  to waive  monthly  deductions,  we will
                         increase the account  value of the policy by the amount
                         of any monthly deductions  previously subtracted during
                         a period of total disability.

                         We will not waive any monthly deductions for periods of
                         total  disability  occurring  more than 1 year prior to
                         our receipt of written  notice of a claim  unless it is
                         shown  that  such  notice  was  given  as  soon  as was
                         reasonably possible.

  Total Disability       Total  disability  means  disability which results from
                         accidental bodily injury which occurs or sickness which
                         first appears after the date of issue of this rider and
                         which continues while the insured is living.

                         For the first 24 months of  disability,  the insured is
                         considered to be totally  disabled if he is not able to
                         perform substantially all of the material duties of his
                         regular   occupation.   Thereafter,   the   insured  is
                         considered to be totally  disabled if he is not engaged
                         in  any  gainful   occupation  for  which  he  has  the
                         necessary training, education or experience.

Notice of Claim and      
Proof of Disability      Before we waive any monthly deductions, we must receive
                         written  notice of claim and proof of total  disability
                         while the  insured  is  living  and  totally  disabled.
                         However,  this will not prevent  any monthly  deduction
                         from being  waived if it is shown that such  notice and
                         proof were given as soon as was reasonably possible.

                         Written  notice  should be sent to us after the insured
                         becomes  totally  disabled.  We will then provide claim
                         forms  requesting  proof  of  total  disability.  Forms
                         should  be  completed  and  returned  to us as  soon as
                         possible  after the insured has been  totally  disabled
                         for 6 months.

Proof of Continuation 
of Total Disability      We will require  proof at  reasonable  intervals of the
                         continuation of total  disability.  Proof may include a
                         physical  examination,  at  our  expense,  by a  doctor
                         chosen by us. After total  disability has continued for
                         2 years, we will not ask for proof more often than once
                         a year. If the proof  requested is not furnished,  then
                         we will stop waiving monthly deductions.

Incontestability         This rider will not be  contested  after it has been in
                         force  during the  lifetime  of the insured for 2 years
                         from its date of issue.
<PAGE>



Termination              This  rider  will  terminate  on  the  earliest  of the
                         following dates: 

                         .the date of termination of the policy;
                         .the date the insured dies;
                         .date monthiversary following the date requested by you
                         in writing; or
                         . the policy  anniversary  nearest  the  insureds  65th
                         birthday.  However, this termintion will not affect any
                         beneft payable for total  disability  beginning  before
                         that date.

Cost of Benefit          The cost  for this  rider  is  determined  monthly  and
                         deducted  from the account  value of the policy on each
                         moniversary until the rider terminates.

                         The  standard  monthly  cost factors for this rider are
                         based on the insured s attained  age on the last policy
                         anniversary  and are  shown  in the  table  below.  The
                         monthly  cost for this rider is the monthly cost factor
                         times  the  rating  factor  shown  on page 3 times  the
                         amount of the current monthly deductions  excluding the
                         cost for this rider.

                     WAIVER OF MONTHLY DEDUCTION DISABILITY
      Standard Monthly Cost Factors to be Applied to the Monthly Deductions
<TABLE>
<S>                            <C>              <C>             <C>            <C>                  <C>   

Insured s Attained Age          Monthly         Insured's        Monthly        Insured's           Monthly
                                Cost Factor     Attained Age     Cost Factor    Attained Age        Cost Factor

  0-15                           .0623             32             .0687            49                 .0927                      
   16                            .0624             33             .0693            50                 .0984
   17                            .0626             34             .0699            51                 .1065
   18                            .0629             35             .0704            52                 .1165
   19                            .0632             36             .0709            53                 .1280
   20                            .0635             37             .0715            54                 .1401
   21                            .0639             38             .0722            55                 .1523
   22                            .0643             39             .0731            56                 .1640
   23                            .0648             40             .0743            57                 .1752
   24                            .0652             41             .0759            58                 .1856
   25                            .0656             42             .0779            59                 .1948
   26                            .0661             43             .0801            60                 .0953
   27                            .0665             44             .0823            61                 .0851
   28                            .0669             45             .0843            62                 .0710
   29                            .0673             46             .0858            63                 .0505
   30                            .0677             47             .0872            64                 .0218
   31                            .0682             48             .0893                               
                                                                 
</TABLE>

                     American United Life Insurance Company


                                    Secretary



                      Guaranteed Insurability Option Rider

This rider is part of your  policy.  The date of issue of this rider is the same
as the date of issue of the policy unless otherwise stated on page 3.

Insured               As used in this  rider,  the  insured  is the  same as the
                      insured for this policy unless otherwise named on page 3.

Benefit               You  have the  option  to  increase  the  face  amount  of
                      insurance   under   the   policy   without   evidence   of
                      insurability or change in premium class. The option may be
                      exercised on each option date while this rider is in force
                      subject to the following conditions.
                      1.   You  must  send  us a  written  application  for  the
                           increase  during the 90 days before the option  date.
                           If you exercise an alternative  option,  proof of the
                           marriage, birth adoption, or mortgage, giving rise to
                           the option must accompany the application.
                      2.   The  increase  in face  amount  can be any amount not
                           exceeding the amount of option.
                      3.   The increase  will take effect on the option date. If
                           you exercise an option on an alternative option date,
                           we will  cancel  the  next  regular  option  date not
                           previously canceled.
                      4.   If a Waiver of Monthly Deduction  Disability Rider is
                           attached  to  this  policy,  it  will  apply  to  the
                           increase in face  amount.  If we are waiving  monthly
                           deductions  for this  policy on the option  date,  we
                           will  automatically  increase  the face amount by the
                           amount of option  and  waive the  monthly  deductions
                           applicable  to the  increase  for as long as we waive
                           the monthly deductions for the policy.
                      5.   Increases  in any other  benefits  will be subject to
                           our    consent   and    satisfactory    evidence   of
                           insurability.
                      6.   If an increase in face amount is effective within the
                           first 2 years of this rider, it will be incontestable
                           after it has been in force during the lifetime of the
                           insured  for  the  balance  of  the  2  years.  If an
                           increase is effective after the first 2 years of this
                           rider, it will not be contested.

Option Dates          Regular   option   dates  occur  on  each  of  the  policy
                      anniversaries  on which the insured s attained age nearest
                      birthday is 22, 25, 28, 31, 34, 37, 40 and 43.

                      We will  allow an  alternative  option  date on the  third
                      monthiversary following the date of:
                      .the insured s marriage;
                      .the birth of a living child of the insured s marriage;
                      .the legal adoption by the insured of a child less than 18
                       years of age; or
                      .the obtaining of a new mortgage to purchase a new primary
                       residence (limit of one option date per lifetime).

Amount of Option      The  amount of option  for this rider is stated on page 3.
                      If more than one  child is  adopted  or born  alive on the
                      same day,  the  increase  in face amount  allowed  will be
                      equal to the amount of option  multiplied by the number of
                      children adopted or born alive on that day.

Automatic Term 
Insurance             We will provide automatic term insurance, at no additional
                      cost,  on the insured s life  beginning on the date of the
                      event for which an alternative option may be exercised and
                      expiring on the day before the  alternative  option  date.
                      The amount of automatic term  insurance  equals the amount
                      of option or, in the case of a multiple birth or adoption,
                      the amount of option  multiplied by the number of children
                      adopted or born alive on the same day.

Incontestability      This  rider  will  not be  contested  after it has been in
                      force  during the lifetime of the insured for 2 years from
                      its date of issue.

Suicide               If the  insured  commits  suicide,  while  sane or insane,
                      within 2 years from the date of this rider,  any amount of
                      automatic  term  insurance  in effect on the date of death
                      will not be payable.
<PAGE>


Reinstatement         Reinstatement of the policy will reinstate this rider only
                      as  to   option   dates   occurring   after  the  date  of
                      reinstatement.

Termination           This rider will terminate on the earliest of the following
                      dates: 
                      . the  policy   anniversary nearest  the  insureds  43rd
                        birthday;
                      . the date of termination of the policy;
                      . the alternative option date which cancels the last
                        regular option date; or
                      . the  monthiversary  following the date requested by you
                        in writing.

Cost of  Benefit      The cost for this rider is determined monthly and deducted
                      from the account value of the policy on each monthiversary
                      until the rider terminates.

                      The monthly  cost  factors for this rider are based on the
                      insured  s issue  age for this  rider and are shown in the
                      table  below.  The  monthly  cost  for  this  rider is the
                      monthly  cost  factor  times  the  amount  of  option  (in
                      thousands).


                         Guaranteed Insurability Option
                Monthly Cost Factors Per $1,000 Amount of Option
<TABLE>
<S>                <C>             <C>                <C> 


 Insured s          Monthly        Insured's           Monthly 
 Issue Age          Cost Factor    Issue Age           Cost Factor

   0-8              $.04             30                 $.12 
   9-13              .05             31                  .13 
   14-16             .06             32                  .14 
   17-19             .07             33                  .15 
   20-22             .08             34                  .16 
   23-25             .09             35                  .17 
   26-28             .10            36-37                .18 
     29              .11            38-39                .19 

</TABLE>


                     American United Life Insurance Company






                                    Secretary



                       Children's Insurance Benefit Rider

This rider is part of your  policy.  The date of issue of this rider is the same
as the date of issue of the policy unless otherwise stated on page 3.

Insured               As used in this rider,  the insured  means the insured for
                      the policy.

Insured Child         Insured  child  means each  child,  stepchild,  or legally
                      adopted child of the insured who is older than 14 days and
                      is either:
                      o named in the application and under age 20 on the date of
                      application for this rider, or
                      o after the date of application, born of a marriage of the
                      insured  or  legally  adopted  by the  insured  before the
                      child's 20th  birthday.  Death must occur while this rider
                      is in force.  The  number of units of  insurance  for this
                      rider is shown on page 3. The amount of term insurance per
                      unit on each insured child is $1,000 ($500 before 6 months
                      of age) expiring on the earlier of:
                      o the insured child's 22nd birthday, or
                      o  the  policy  anniversary  nearest  the  insured's  65th
                      birthday.

Paid-Up Term
Insurance           
On Death of Insured   If the insured dies while this rider is in force, the term
                      insurance on each insured child will become fully paid-up.
                      The paid-up term insurance may be surrendered for its cash
                      value  while an insured  child is  living.  The cash value
                      will be equal to the net single premium for this insurance
                      on the date of surrender. Net single premiums are based on
                      the Commissioners'  1980 Standard Ordinary Mortality Table
                      with interest at 4% per year and continuous functions.
                    
Beneficiary           A beneficiary  for the  insurance  payable on the death of
                      each insured  child may be named or changed as provided in
                      the policy.  If no beneficiary is specifically  named, the
                      beneficiary  is the  insured,  if  living,  otherwise  the
                      estate        of        the         insured         child.
               
Owner                 The owner of the policy is the owner of this  rider  while
                      the  insured is living.  Upon the  insured's  death,  each
                      insured  child will be the owner of any  insurance  on his
                      own  life  unless  otherwise   specified  in  the  policy.
            


<PAGE>



Conversion Option     The term  insurance on each insured child may be converted
                      on its expiry  date to a new policy on the same life.  The
                      new policy will be issued without evidence of insurability
                      subject to the following conditions.
                      1.  You must  send us a  written  application  for the new
                      policy  and  pay  the  first  premium  during  the 90 days
                      immediately preceding the date the term insurance expires.
                      2. The new policy will take effect when the term insurance
                      expires.
                      3. The new  policy  will be  issued  for an amount up to 5
                      times the amount of term insurance expiring on the insured
                      child's life.
                      4. Any plan of insurance  (except term insurance)  offered
                      by us on the  date  of  issue  of the  new  policy  can be
                      selected.
                      5. The new policy  will be issued at the  insured  child's
                      age and at the rates in effect on its date of issue.
                      6. A disability waiver rider and a guaranteed insurability
                      rider may be attached to the new policy  without  evidence
                      of  insurability.  A disability  benefit in the new policy
                      will apply only if the total  disability  begins after its
                      date of issue.  The amount of the guaranteed  insurability
                      rider  may  not  exceed  the  amount  of   expiring   term
                      insurance.  The  inclusion  of any other riders in the new
                      policy  will be subject to our  consent  and  satisfactory
                      evidence    of    insurability    for    such    benefits.

Incontestability      This  rider  will  not be  contested  as to the  insurance
                      provided  on the life of any  insured  child  named on the
                      application  for  this  rider  after  it has been in force
                      during the lifetime of that insured child for 2 years from
                      the     date     of      issue     of     this      rider.
                    
Suicide               If the  insured  commits  suicide,  while  sane or insane,
                      within 2 years from the date of issue of this  rider,  the
                      amount  payable  by us under this rider will be limited to
                      the  monthly   deductions   made  for  this  rider  unless
                      otherwise provided in the suicide provision of the policy.
                      This rider will  terminate  without  value when that death
                      occurs.
                  
Cost of Benefit       The cost for this rider is determined monthly and deducted
                      from the account value of the policy on each monthiversary
                      until the rider terminates.

                      The  standard  monthly cost factor for this rider is $.83.
                      The monthly cost for this rider is the monthly cost factor
                      times the rating  factor  shown on page 3 items the number
                      of   units   of   the    insurance    for   this    rider.
                   
Terminations       

                      This rider will terminate on the earliest of the following
                      dates: 
                      o  the  policy  anniversary  nearest  the  insured's  65th
                      birthday;
                      o the date of termination of the policy; or
                      o the monthiversary following the date requested by you in
                      writing.


                   American United Life Insurance Company(R)




                                    Secretary



                    Other Insured Level Term Insurance Rider

This rider is part of your  policy.  The date of issue of this rider is the same
as the date of issue of the policy unless otherwise stated on page 3.

                                  Other Insured

Other insured means each person named under this rider on page 3.


                                     Insured

As used in this rider, insured means the insured for the policy.

                                    Benefit

We will pay to the  beneficiary the amount of insurance upon receipt of proof of
an other insured s death. Death must occur while this rider is in force prior to
the expiry date of coverage.  The amount of insurance on each other  insured and
the expiry date of coverage for each other insured is shown on page 3.

                                   Beneficiary

The  beneficiary  for each other  insured s insurance may be named or changed as
provided in the policy. If no beneficiary is specifically named, the beneficiary
is the owner of the policy.

                                Conversion Option

On any conversion  date, the insurance on an other insured may be converted to a
new policy on that other insured s life.  The new policy will be issued  without
evidence of  insurability  or change in premium  class  subject to the following
conditions. 

1. You must send us a written  application  for the new policy wile the coverage
for that other insured is in force.

2. The date of issue of the new policy will be the conversion date following the
date we receive your application.  The coverage being converted under this rider
will end on the conversion  date.  Coverage under the new policy will begin when
the coverage under this rider ends.

3. The new  policy can be issued  for any  amount  not  exceeding  the amount of
insurance in force on the other insured.

4. Any plan of insurance  (except term  insurance)  offered by us on the date of
issue of the new policy can be selected.

5. The new policy will be issued at the other  insured s age and at the rates in
effect on its date of issue.

6. The  inclusion  of any rider in the new policy will be subject to our consent
and satisfactory evidence of insurability.

                                 Conversion Date

If an other insured is in a standard  premium class,  conversion  dates occur on
each  monthiversary  prior to his attained  age 70. If an other  insured is in a
special premium class, conversion dates occur on each monthiversary prior to his
attained age 55 or for 5 years after the date the  insurance was  effective,  if
longer (but not beyond attained age 70).

                                Incontestability

Except  for  increases  in the  amount of  insurance,  we will not  contest  the
insurance on another  insured after that  insurance has been in force during the
lifetime of that person for 2 years from its effective date. We will not contest
any increase in the amount of insurance  on another  insured  after the increase
has been in force  during  the  lifetime  of that  person  for 2 years  from its
effective date.
<PAGE>


                                     Suicide

If another insured commits  suicide,  while sane or insane,  within 2 years from
the date of issue of his coverage,  the amount  payable by us will be limited to
the monthly deductions made for his insurance.

If another insured commits suicide,  while sane or insane, 2 or more years after
the date of issue of his coverage, but within 2 years of the date an increase in
his amount of insurance becomes  effective,  the amount payable by us applicable
to  that  increase  will be  limited  to the  monthly  deductions  made  for the
increase.
                                                                                
                           Misstatement of Age or Sex

If an other insured s age or sex has been  misstated the amount of the insurance
under this rider will be that which would have been purchased by the most recent
cost of insurance at the other insured s correct age and sex.

                                Cost of Insurance

The cost of insurance for each other insured is determined  monthly and deducted
from the account value of the policy on each monthiversary until the expiry date
of coverage.  Deductions  are  determined  separately  for each  increase in the
amount of insurance.

The guaranteed  monthly cost of insurance  rates per $1,000 of initial amount of
insurance on each other insured are attached to this policy.  We can use cost of
insurance rates which are lower than the guaranteed  rates, but we can never use
rates greater than the  guaranteed  rates.  Any lower rates will be based on our
expectation  of future  experience.  The rates we use will be on a uniform basis
for persons of the same age, sex and premium  class whose  insurance has been in
force the same length of time.

The guaranteed  monthly cost of insurance  rates for any increase in face amount
will be based on the other  insured s attained age, sex and premium class at the
time of increase.

The monthly  cost of  insurance  for each other  insured is the monthly  cost of
insurance rate times his amount of insurance (in thousands).

                                   Termination


This rider will  terminate on the earliest of the  following  dates:

 . the last expiry date shown for this rider on page 3;
 . the date of termination of the policy;
 . the date the insured dies; or
 . the monthiversary following the date requested by you in writing.



                     American United Life Insurance Company




                                    Secretary




                      Waiver of Premium Disability Benefit

Agreement  attached to and made part of the policy when listed by the Company on
Page 3.

                                     Benefit

If, while this agreement is in force and before the policy  anniversary  nearest
the Insured s 65th birthday,  the Insured becomes totally disabled as the result
of accidental  bodily injury  occurring or sickness  beginning after the date of
this agreement,  and if the total disability  continues without interruption for
at least six months  while the Insured is living,  the  Company,  subject to the
terms of this agreement, will waive payment of premiums as follows.


1. Disability Beginning Before Age 60. If the total disability begins before the
policy anniversary nearest the Insured s 60th birthday, any premium becoming due
during the continuance of such total disability will be waived.


2. Disability  Beginning  Between Ages 60 and 65. If the total disability begins
on or after the policy  anniversary  nearest  the  Insured s 60th  birthday  and
before the policy anniversary  nearest the Insured s 65th birthday,  any premium
becoming due during the  continuance  of such total  disability and prior to the
policy  anniversary  nearest the  Insured s 65th  birthday  will be waived. 

If total disability begins during the grace period of a premium in default, such
premium  must be paid to the  Company  with  interest  at 6% per year before any
premium will be waived.

No premium  due more than one year  prior to receipt of written  notice of claim
will be waived  unless it is shown  that  such  notice  was given as soon as was
reasonably possible. 

Any dividends or policy values available under the policy will be the same as if
the waived premiums had been paid in cash.

                                Total Disability

Until  the  period of total  disability  for which  the  Insured  qualifies  for
benefits  under this agreement  exceeds 24 months,  total  disability  means the
complete  inability  of  the  Insured  to  engage  in  his  regular  occupation.
Thereafter,  total  disability  means the  complete  inability of the Insured to
engage for  remuneration or profit in any occupation or business for which he is
or becomes reasonably fitted by education, training or experience. Except in the
case of "Specified  Disabilities,"  total disability will not be deemed to exist
while  the  Insured  is  actually  engaged  for  remuneration  or  profit in any
occupation or business.

                             Specified Disabilities

The entire and  irrecoverable  loss of the sight of both eyes,  or of the use of
both hands, or both feet, or of one hand and one foot, will be considered  total
disability for as long as such entire loss may continue.

                 Notice of Claim and Proof of Total Disability

Before  any  premium  is  waived,  written  notice  of claim  and proof of total
disability  must be received at the Home Office  while the Insured is living and
during the continuance of total disability and not later than one year after (a)
the policy anniversary nearest the Insured s 65th birthday,  (b) the due date of
a premium in  default,  and (c) the  termination  of the policy.  However,  this
provision  will not prevent any  premium  from being  waived if it be shown that
such notice and proof were given as soon as was reasonably possible.

                    Proof of Continuance of Total Disability


The Company may at reasonable  intervals require due proof of the continuance of
total disability,  including  medical  examination of the Insured by a physician
designated  by the  Company,  but not more often  than once a year  after  total
disability has continued for two full years. If such proof is not furnished,  no
further premiums will be waived.


<PAGE>

                                Incontestability


The Incontestability  provision of the policy applies to this agreement but only
after this  agreement  has been in force  during the lifetime of the Insured for
two years from the date of this agreement.

                                    Premiums


The premium for this  agreement is payable as part of each premium on the policy
in the amount and for the number of years shown on Page 3 of the policy or until
the prior termination of this agreement.

                                   Termination


This agreement will automatically  terminate (a) if any premium on the policy is
in  default  beyond  the  end of its  grace  period  or  (b)  if the  policy  is
surrendered for cash or continued as paid-up or extended term insurance,  or may
be  terminated  on any  premium due date by filing  written  request at the Home
Office and presenting the policy for endorsement.

The date on this  agreement is the Date of Issue of the policy unless  otherwise
stated on Page 3 of the policy.


                     American United Life Insurance Company




                                    Secretary




                            Automatic Increase Rider


This rider is part of your  policy.  The date of issue of this rider is the same
as the date of issue of the policy .

                                     Insured
As used in this rider, the insured is the same as the insured for the policy.

                                     Benefit

We will  automatically  increase  the face amount of the basic  policy once each
policy year without evidence of  insurability.  The increase will take effect on
the anniversary date of the policy.

The amount of the increase will be 5% of the face amount in effect on the policy
anniversary.

The maximum number of years for automatic increases is 20.

                                    Increase

The increase will be in the same premium class and have the same restrictions as
the initial face amount.

We will send you an endorsement each time the face amount increases prior to the
increase date. It will show the new face amount.

You may reject an increase by sending us a written  request  and  returning  the
policy  endorsement  we send to you. The rejection must be received by us within
30 days from the date of our endorsement.

Any rejection of an automatic increase will terminate the rider.

                             Limitations Of Benefits

This policy may also contain a rider for waiver of monthly deduction  disability
benefits.  No increase will be allowed if, on the anniversary the increase is to
take effect, monthly deductions are being waived.

An increase may take place during the 6 month waiting  period as provided in the
rider for waiver of monthly deduction disability rider.

An  increase  may also take place after the  waiting  period,  but before we are
notified of the insured s total  disability.  In this case, the increase will be
reversed and the face amount will be changed back to the amount of benefit prior
to that increase.

                                  Terminations

This rider will terminate on the earliest of the following  dates: 
 .the date you reject an automatic increase;
 .the date you decrease the face amount;
 .the date requested by you in writing;
 .the date the policy terminates; or
 .the anniversary date 20 years after issue of this rider.

                                 Cost Of Benefit

There is no  additional  cost for this rider.  Each increase in face amount will
generate an additional  monthly  specified  premium and its own surrender charge
schedule.

                     American United Life Insurance Company


                                   Secretary



                         GUARANTEED DEATH BENEFIT RIDER


This rider is a part of your  policy.  The  effective  date of this rider is the
Issue Date shown on the Policy Data Page.

During the Guaranteed  Death Benefit Rider Period shown on the Policy Data Page,
this policy will remain in force and will not begin the grace period if:

         1.       this rider has not terminated; and
         2.       the sum of the  premiums  paid to date,  less any  Partial
                  Surrenders,  outstanding  loans and loan  interest,  equals or
                  exceeds the Guaranteed Death Benefit Rider Premium  multiplied
                  by the number of policy months since the Contract Date.

The Guaranteed Death Benefit Rider Premium is shown on the Policy Data Page. Any
change to this policy,  including changes in death benefit option,  Face Amount,
or riders,  may  result in a revised  Guaranteed  Death  Benefit  Rider  Premium
applicable for the months  following the policy change.  We will send you notice
of the revised Guaranteed Death Benefit Rider Premium.

MONTHLY COST

The monthly cost for this rider is shown on the Policy Data Page. We will deduct
the monthly cost as part of this Monthly Deduction, until the rider terminates.

TERMINATION OF RIDER

This rider terminates at the earliest of the following:

           1.       when the policy terminates; or
           2.       on any  Monthiversary  when the sum of the premiums  paid to
                    date,  less any partial  surrenders,  outstanding  loans and
                    loan interest, does not equal ro exceed the Guaranteed Death
                    Benefit  Rider  Premium  multiplied  by the number of policy
                    months  since  the  Contract  Date.
           3.       at the end of the  Guaranteed  Death  Benefit  Rider  Period
                    shown on the Policy Data Page.

This rider may not be reinstated once terminated.



                     American United Life Insurance Company


                                    Secretary




                            Accelerated Benefit Rider

NOTE:     RECEIPT  OF THE  ACCELERATED  BENEFIT  MAY  BE  TAXABLE.  PLEASE  SEEK
          ASSISTANCE FROM A PERSONAL TAX ADVISOR.

Benefits  advanced  under the terms of this rider will  reduce the amount of the
death benefit payable under the policy.

This rider is  attached to and made part of the policy.  The  effective  date of
this rider is the same as the date of issue of the policy  unless  this rider is
added after issue.

 Definitions       Eligible  Amount means the amount payable at the death of the
                   insured at the time the first  notice of claim is received at
                   our  home  office.  The  eligible  amount  includes  the base
                   policy,  any level term riders  which may still be  converted
                   under the terms of the  policy,  and any  paid-up  additional
                   insurance.  This benefit  extends only to the primary insured
                   under the base policy and not to any other individual covered
                   for additional benefits.

                   Terminal Illness means an incurable  medical  condition that,
                   despite  appropriate  medical care, is reasonably expected to
                   result in the death of the insured  within 12 months from the
                   date of the physician s statement.

                   Physician means any licensed practitioner of the healing arts
                   practicing within the scope of his or her license.  Physician
                   must be a person other than the insured or owner, a member of
                   the  insured s or owner s  immediate  families  or a business
                   associate. Immediate Family means the spouse, child, brother,
                   sister, parent or grandparent of the insured or the owner.

                   Benefit Ratio  means the result of dividing (a) by (b) where:
                      (a) is the requested portion of the eligible amount; and
                      (b) the eligible amount.

Benefit            If the insured is  diagnosed  with a terminal  illness  while
                   covered under the policy to which this rider is attached, the
                   owner may request payment of the Accelerated Benefit, subject
                   to the conditions of this rider.

                   The requested  portion of the eligible amount will be subject
                   to the following adjustments and deductions.
                   1.    An  actuarial   discount  will  be  deducted  from  the
                         requested portion of the eligible amount. This discount
                         reflects  the early  payment of amounts  held under the
                         policy.  It will be based on an  annual  interest  rate
                         which  has been  declared  by us and the  then  current
                         premium or cost of insurance rate, both of which are in
                         effect as of the date  notice of claim is  received  at
                         our home office.  The maximum  interest rate used shall
                         be the greater of the yield on 90 day treasury bills or
                         the maximum  statutory  adjustable policy loan interest
                         rate in effect upon the date of request.

                   2.    If, on the date we approve a request, there is a policy
                         loan outstanding on the policy,  the benefit payable to
                         you  will  be  reduced  by an  amount  equal  to:  (The
                         outstanding   loan  balance)  x  (Benefit  ratio)  This
                         reduction  is used to  repay a  portion  of the  policy
                         loan.

                   3.    A deduction  will be made for any  premiums  due within
                         the policy s grace  period  that are unpaid at the time
                         we approve the request for Accelerated Benefit payment.

                   The  minimum  Accelerated  Benefit  payable  on the policy is
                   $5,000. The maximum Accelerated Benefit payable is the lesser
                   of $500,000 or 50% of the eligible amount.

<PAGE>
                                                                               
Conditions         To be eligible to request payment of the Accelerated Benefit:


                   1.    The policy must be in force other than as extended term
                         or reduced paid-up insurance.

                   2.    The insured must be diagnosed  with a terminal  illness
                         while  covered  under the policy to which this rider is
                         attached.

                   3.    We will require  written  consent from all  irrevocable
                         beneficiaries,  if any, and all assignees,  if any, and
                         the owner of the policy, if different from the insured.


                   4.    This rider provides for an  accelerated  payment of the
                         death beneift of the life insurance  policy to which it
                         is attached.  This is not meant to cause  involuntarily
                         access   to   proceeds   ultimately   payable   to  the
                         beneficiary.  Therefore,  this benefit is not available
                         if:   
                         either the  insured or the owner is  required by law to
                         use this  benefit  to meet  the  claims  of  creditors,
                         whether in bankruptcy or otherwise; or
                         either  the  insured  or the  owner  is  required  by a
                         government agency to use this benefit in order to apply
                         for,  obtain orw therwise keep a government  benefit or
                         entitlement.

Limitations              No benefit  will be  provided by this rider if terminal
                         illness  results  from   intentionally   self-inflicted
                         injuries.  

Adjustments to the
Policy                   After an  Accelerated  Benefit  payment  is  made,  the
                         policy and all riders will  remain in force  subject to
                         to the Policy the following adjustments:

                         1. The primary  insured s death benefit or current face
                         amount,  its current and guaranteed cash value, if any,
                         its account  value,  if any, and the  required  premium
                         attributable to the primary insured s coverage, if any,
                         will be reduced by the benefit ratio.
                       
                         2. Any  outstanding  policy loan will be reduced by the
                         portion of the policy  loan repaid as  specified  under
                         the Benefit provision.

                         3. We will  provide a new  policy  Specifications  Page
                         showing the decrease in policy  values  resulting  from
                         the  Accelerated  Benefit  payment. 

Notice  of  Claim        Written notice of claim must be given to us at any time
                         after the date the insured  develops a terminal illness
                         as defined in this rider. The notice must identify the
                         insured  and be sent to us at our  home  office.

Claim Forms              After we receive the written  notice of claim,  we will
                         send claim forms within 10 days. If we do not, proof of
                         terminal illness requirements will be met if we receive
                         a written  statement from a physician  acceptable to us
                         detailing   the  nature  and  extent  of  the  terminal
                         illness.
<PAGE>

Proof of 
Terminal Illness         Written proof of the insured s terminal illness must be
                         received   by  us  before  we  will  make  an  Terminal
                         Accelerated Benefit payment.  This proof will include a
                         properly   completed   claim  form  and  a   physicians
                         statement  acceptable to us. We may request  additional
                         medical  information from the physician  submitting the
                         statement or any physician or  institution  we consider
                         necessary.

Physical
Examination              We can  have a  physician  of our  choice  examine  the
                         insured  for a  second  opinion  prior  to  making  any
                         Examination  Accelerated Benefit payment. The physician
                         selected  to  provide  the  second   opinion   must  be
                         acceptable to both you and us. Any second opinion shall
                         be  done  at  the   company  s  expense  and  shall  be
                         conclusive  as to  whether or not the  insured  suffers
                         from a terminal illness.


Payment of
Claims                   Accelerated  Benefit payments will be paid to the owner
                         of the  policy  as of the  date of the  benefit  Claims
                         payment.


Reinstatement            If the  policy is  reinstated,  this rider will also be
                         reinstated provided the maximum Accelerated Benefit has
                         not been paid under the rider. 

Termination


                         This  rider  will  terminate  on  the  earliest  of the
                         following dates:

                         1.receipt  of  written  request  from the  policyowner,
                           provided there is no outstanding Accelerated

                         2.terminationin of the policy;

                         3. the date the maximum Accelerated Benefit is paid; or

                         4. the death of the insured.

This rider is subject to the terms of the policy  unless  otherwise  provided in
this rider.


                     American United Life Insurance Company



                                    Secretary




                  Joint First-To-Die Level Term Insurance Rider

This rider is part of your  policy.  The date of issue of this rider is the same
as the date of issue of the policy unless this rider is added after issue.

                                     Insured

As used in this rider,  the insureds are the same as the insureds for the policy
unless otherwise stated on page 3.

                                     Benefit

We will pay the amount of  insurance  provided by this rider to the  beneficiary
upon  receipt of due proof of death of the first of the  insureds  to die.  This
death must occur while this rider was in force. The amount of insurance is shown
on page 3.

                                Incontestability

We will not contest this rider after it has been in force during the lifetime of
each insured for 2 years from its date of issue.

                           Misstatement of Age or Sex

If either insured s age or sex has been misstated, any amount payable by us will
be adjusted to the amount the premiums paid would have  purchased at the correct
age and sex according to the rates in effect on the date of issue.

                                     Suicide

If either insured commits suicide, while sane or insane, within 2 years from the
date of issue of this rider,  the amount we pay under this rider will be limited
to the premiums paid for this rider.

                                   Beneficiary

The  beneficiary for this rider will receive the proceeds of this rider upon the
death of the  first  of the  insureds  to die.  Beneficiaries  are  named in the
application   unless  you  change  them  later.  You  can  name  more  than  one
beneficiary.  The  interests of a  beneficiary  who dies before the first of the
insureds  to die will pass to any  surviving  beneficiaries  unless you  specify
otherwise.  If no  beneficiary  survives  the first of the  insureds  to die the
rights to rider proceeds will vest in you.

                                    Premiums

The premium for this rider is payable at our home office as part of each premium
on the policy in the  amount and for the number of years  shown on page 3 of the
policy, or until prior termination of this rider.

                                    Dividends

We will  determine the share of divisible  surplus of this rider each year.  The
share will be credited as a dividend and will be applied under the same dividend
option as selected for the policy.


<PAGE>



                                   Termination

This rider will automatically terminate on the earliest of the following dates:

1.  the expiry date of this rider shown on page 3;

2.  the date of termination of the policy;

3. the  date  the  policy  is  surrendered  for  cash or  continued  as  paid-up
   insurance;

4.  the date of death of the first of the insureds to die; or

5. on any premium due date following your written request.

                               American United Life Insurance Company


                                   Secretary




                    AMERICAN UNITED LIFE INSURANCE COMPANY(R)
                DESCRIPTION OF TRANSFER AND REDEMPTION PROCEDURES


This  document  sets  forth,  as  required  by  Rule   63-3(T)(b)(12)(ii),   the
administrative  procedures  that  will  be  followed  by  American  United  Life
Insurance  Company(R)  ("AUL") in  connection  with the issuance of its Flexible
Premium Adjustable  Variable Life Insurance policy (the "Policy"),  the transfer
of  assets  held  thereunder,  and the  redemption  by  Policy  Owners  of their
interests in said Policies.

                       TRANSFER AND REDEMPTION PROCEDURES

I.     PURCHASE AND RELATED TRANSACTIONS

       A.     PREMIUM SCHEDULES AND UNDERWRITING STANDARDS

              This Policy is a flexible  premium  policy.  During the  Guarantee
              Period,  if the Minimum  Required Premium for the Guarantee Period
              is made, the Policy will remain in force. Initial premiums for the
              Policies  will not be the same for all Policy Owners as the amount
              of the minimum  initial  premium is based upon the Insured's  Age,
              premium  class and the  Initial  Face  Amount of the  Policy.  The
              policy  permits the Policy Owner to choose from two Death  Benefit
              options,  option 1 (A level Death  Benefit)  and option 2 (A Death
              Benefit that fluctuates with the Account Value). The Policies will
              be offered and sold pursuant to established underwriting standards
              and in accordance with state insurance laws, which prohibit unfair
              discrimination  among Policy  Owners,  but recognize that premiums
              must be based upon factors such as age, health or occupation.

<PAGE>


       B.     APPLICATION AND INITIAL PREMIUM PROCESSING

              Upon receipt of a completed  application,  AUL will follow certain
              insurance  underwriting  (i.e.,  evaluation  of risks)  procedures
              designed to determine  whether the  applicant is  insurable.  This
              process  may  involve  such  verification  procedures  as  medical
              examinations and may require that further  information be provided
              by the  proposed  Insured  before a  determination  can be made. A
              policy  will not be issued and  consequently  a Policy  Issue Date
              established, until this underwriting procedure has been completed.

              If an initial  premium is submitted  with the Policy  application,
              insurance  coverage will begin immediately if the proposed Insured
              is  insurable  at a  standard  rate  under a  conditional  receipt
              agreement.  Otherwise, insurance coverage will not begin until the
              Policy's Issue date.

              If a premium is not paid with the application,  insurance coverage
              will begin and the Policy  will be  effective  on the later of the
              Policy Issue Date or the date the initial premium is received.

       C.     PREMIUM ALLOCATION

              In the application for a Policy, the Policy Owner can allocate the
              initial  premium among the Fixed Account and Investment  Accounts.
              AUL  will  generally  allocate  all net  premiums  to our  general
              account. At a later date, the value of the Policy Owner's interest
              in the General  Account will be allocated to the Fixed Account and
              the  Investment  Accounts in  accordance  with the Policy  Owner's
              instructions in the  application  for insurance.  An allocation to
              the Fixed  Account or  Investment  Accounts must be at least 1% in
              whole percentages.

       D.     POLICY LOANS

              A Policy  Owner may obtain a cash loan from AUL,  which is secured
              by the Policy,  any time after the "Right to Examine" period while
              the policy is not in the grace period. The maximum amount of a new
              loan is:
              1.    90% of the Account Value; less
              2.    any loan interest due on the next Policy Anniversary; less
              3.    any applicable Surrender Charges; less
              4.    any existing loans and accrued loan interest.

                                       2
<PAGE>

              The  amount of each loan will be  transferred  on a pro rata basis
              from each of the Investment Accounts and the Fixed Account (unless
              the Policy Owner  specifies  otherwise) to the Loan  Account.  The
              Loan  Account is a mechanism  used to ensure that any  outstanding
              loans  and loan  interest  remains  fully  secured  by the  policy
              values.

              LOAN INTEREST

              Interest will accrue daily on the  indebtedness at the Policy Loan
              Interest  Rate  indicated  in the Policy . Interest is due on each
              Policy Anniversary.

              CREDITED INTEREST

              During the first ten Policy Years, any amounts in the Loan Account
              will be credited  with interest at a rate equal to the Policy Loan
              Rate,  minus 2%, but never  less than 4%. For Policy  Years 11 and
              beyond,  the Loan Account will be credited with interest at a rate
              equal to the Policy Loan Rate, minus 1%, but never less than 4%.

              LOAN REPAYMENTS

              If loan  interest  is not paid  when it is due,  AUL  will  make a
              transfer from the  Investment  Accounts and the Fixed Account into
              the Loan Account as  collateral  for the interest  due. The amount
              transferred  is the amount by which the  interest  due exceeds the
              interest which has been credited on the Loan Account. The transfer
              is made from  each  account  in  proportion  to the  amount in the
              account.

 
                                      3
<PAGE>

              A loan  may be paid in full  or in  part at any  time  while  this
              policy is in force and the Insured is alive. When a loan repayment
              is made,  the amount of the Loan Account  equivalent to the amount
              of loan repayment is  transferred  to the Investment  Accounts and
              the Fixed Account based on the current premium allocation.

              TERMINATION DUE TO EXCESSIVE INDEBTEDNESS

              A loan may affect the length of time the Policy  remains in force.
              The Policy will lapse when Net Cash Value is insufficient to cover
              the monthly  deduction  against the Policy and the minimum payment
              required is not made during the 61 day grace period.

              EFFECT OF LOANS ON ACCOUNT VALUE

              A loan, whether or not repaid, will have a permanent effect on the
              Death Benefit and Policy values because the investment  results of
              the  Investment  Accounts  of the  Separate  Account  and  current
              interest rates credited on Account Value in the Fixed Account will
              apply only to the  non-loaned  portion of the Account  Value.  The
              longer the loan is  outstanding,  the greater the effect is likely
              to be.  Depending  on the  investment  results  of the  Investment
              Accounts  while  the  loan is  outstanding,  the  effect  could be
              favorable or unfavorable.  Policy loans may increase the potential
              for lapse if  investment  results of the  Investment  Accounts are
              less than  anticipated.  Also,  loans could,  particularly  if not
              repaid,  make  it more  likely  than  otherwise  for a  Policy  to
              terminate.

                                       4
<PAGE>

II.    TRANSFER AMONG INVESTMENT DIVISIONS

       The Separate Account currently has 16 Investment Accounts,  each of which
       invests  in  shares  of an  open-end  diversified  management  investment
       company  registered  with the SEC and a Fixed Account.  At any time after
       the "Right to Examine" period,  the Policy Owner may transfer value among
       the Investment Accounts and the Fixed Account.  AUL reserves the right to
       limit the size of transfers,  remaining balances, and to limit the number
       and frequency of transfers.

       A transfer  between the Loan Accounts and the Investment  Accounts or the
       Fixed  Account  incident to the  repayment  or making of a loan under the
       Policy will not be  considered  a transfer.  A transfer  from the general
       account at the end of the Right to Examine  Period or a transfer  arising
       because  of a  substitution  of  securities  by  AUL  will  also  not  be
       considered  a  transfer.   Currently   transfers  through  the  Portfolio
       Rebalancing  Program,  or Dollar Cost  Averaging  Program  will not count
       against the limited number of transfers.


III.   "REDEMPTION" PROCEDURES: SURRENDER AND RELATED TRANSACTIONS

       A.     SURRENDER FOR NET CASH VALUE

              At any time after the end of the Right to Examine period,  you may
              surrender part of this policy for cash by Proper Notice to us. The
              minimum  amount of any Partial  Surrender  is shown in the Policy.
              The amount  surrendered  is deducted from the Account  Value,  and
              therefore also reduces the Cash Value.  The deduction will be made
              from the  Investment  Accounts and the Fixed Account in proportion
              to the  amounts in each  account,  unless  specific  accounts  are
              requested.
                                       5

<PAGE>

              Under Death  Benefit  Option 1, the Face Amount will be reduced by
              the amount surrendered. The remaining Face Amount must be at least
              equal to the minimum Face Amount shown on the Policy Data Page.

              At any time after the Right to Examine Period and while the Policy
              is in force, the Policy Owner may completely  surrender the Policy
              by submitting  Proper Notice to us. The surrender payment from the
              Investment Accounts will generally be made within seven days after
              AUL receives Proper Notice,  unless payment is postponed  pursuant
              to the relevant  provision of the Investment  Company Act of 1940.
              The  surrender  payment from the Fixed Account may be postponed up
              to six months  under state law. The  surrender  payment will equal
              the Policy Owner's Net Cash Value.

       B.     BENEFIT CLAIMS

              As long as the Policy remains in force, AUL will generally pay the
              Death  Proceeds to the named  Beneficiary  within seven days after
              receipt of due proof of death of the Insured  unless the Policy is
              contested.  Payment  of the Death  Proceeds  may be  postponed  as
              permitted  pursuant to the relevant  provisions of the  Investment
              Company  Act of 1940 and up to six  months if the  Account  Values
              were in the Fixed Account.

              The Death Benefit  Proceeds equal the Death Benefit in force as of
              the end of the Valuation Period during which death occurs less all
              outstanding  loans and loan interest plus any benefits provided by
              rider payable at Insured's death.

                                       6
<PAGE>

              If the Insured dies during the grace period,  the proceeds paid on
              death will be equal to the Death Benefit  immediately prior to the
              start of the  grace  period,  plus any  benefits  provided  by the
              rider,  less any  outstanding  loans  and loan  interest  and less
              overdue Monthly Deductions as of the date of death.

              In lieu of  payment  of the death  proceeds  in a single  sum,  an
              election  may be made to apply  all or a portion  of the  proceeds
              under one of the settlement options described in the Policy or the
              election  may be made by the Policy  Owner  during  the  Insured's
              lifetime.  The  Beneficiary  may make or  change  an  election  of
              settlement  option unless the Policy Owner has made an irrevocable
              election.

              The following  changes may be made to this policy,  as long as the
              policy  is  not in the  grace  period.  AUL  reserves  the  right,
              however,  to not accept any change  which  might  disqualify  this
              policy as life insurance under federal tax law.

              Increase the Face Amount of Insurance

              An increase of the Face Amount may be  requested at any time after
              the date  specified on the Policy Data Page, by providing a proper
              written application and satisfactory evidence of insurability. The
              amount  of the  increase  must be at least  equal  to the  minimum
              amount shown in the Policy,  and is subject to AUL's  underwriting
              limits.  The  increase  in  Face  Amount  will  generate  its  own
              Surrender Charge  schedule.  If the policy is within the Guarantee
              Period, the Required Premium will increase.

                                       7
<PAGE>

              The effective date of the increase will be the Monthiversary  date
              following the approval of the increase.

              Decrease the Face Amount of Insurance
              A decrease of the Face Amount may be requested by Proper Notice at
              any time  after the date  specified  in the  Policy.  The  minimum
              amount of any decrease is shown in the Policy.  A decrease may not
              be made which  reduces  the Face  Amount of the  policy  below the
              minimum amount shown in the Policy.

              A  decrease  of  the  Face  Amount  will  be   effective   on  the
              Monthiversary  following  receipt of Proper Notice.  If there have
              been any  increases  to the  policy,  the  decrease  will first be
              applied to reduce those  increases,  starting with the most recent
              increase.  The  decrease  will not cause a decrease  in either the
              Required  Premium  for  the  Guarantee  Period  or  the  Surrender
              Charges.

       C.     POLICY LAPSATION

              Grace  Period:  Unless the  Continuation  of  Insurance  Guarantee
              applies, the grace period begins on the Monthiversary when the Net
              Cash Value is less than the  Monthly  Deduction.  This policy goes
              into default at the start of the grace period. The grace period is
              a 61 day period to make a premium  payment  sufficient  to prevent
              lapse.  AUL will send  written  notice of the  length of the grace
              period and the amount of premium due. The amount of premium due is
              the amount  which is required  to keep the policy in force  during
              the grace  period.  This  notice  will be sent to your last  known
              address.  If the premium due is not paid within the grace  period,
              all insurance stops and the policy terminates without value.

                                       8
<PAGE>

             Continuation of Insurance  Guarantee:  During the Guarantee Period
              shown in the Policy,  the policy will remain in force and will not
              begin the grace  period if on each  Monthiversary,  the sum of the
              premiums  paid  to  date,   less  any  Partial   Surrenders,   any
              outstanding  loans  and  loan  interest,  equals  or  exceeds  the
              Required Premium for the Guarantee Period multiplied by the number
              of policy  months since the Contract  Date. If this test is failed
              on any  Monthiversary,  the  Continuation  of Insurance  Guarantee
              terminates. The guarantee will not be reinstated.

              The  Required  Premium  for the  Guarantee  period is shown in the
              Policy.  If changes  are made to the policy  within the  Guarantee
              Period,  the Required Premium for subsequent months may change. We
              will send you notice of the new Required Premium.

       D.     REINSTATEMENT

              You may  reinstate  this  policy by  Proper  Notice to us within 5
              years of the date the policy terminated if:
                        1. the policy had not been  surrendered for its Net Cash
                           Value; and

                        2. satisfactory  evidence of insurability is provided to
                           AUL; and

                        3.payment  is made of  sufficient  premium to cover past
                          due monthly deductions  during the grace period and to
                          keep this policy in force for three months; and

                        4. interest on any loan amount  which is  reinstated  is
                           paid at the  annual rate applicable  to policy  loans
                           during the period of lapse,  from the date  insurance
                           stopped.

              The effective date of the reinstatement is the next  Monthiversary
              following approval of the reinstatement.

       E.     POLICY LOANS

               See "Purchase and Related  Transactions,"  Section I.D. on page 3
               of this Exhibit.

                                       9


                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.




                                       Dated:________________________________


                                       --------------------------------------
                                       Steven C. Beering, M.D.


<PAGE>


                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                  Dated:_________7/28/97________________


                                   ___/s/ Arthur L. Bryant___________________
                                   Arthur L. Bryant


<PAGE>


                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.




                                   Dated:______7/28/97___________________


                                    ___/s/ James M. Cornelius_____________
                                    James M. Cornelius


<PAGE>

                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                      Dated:___7/28/97______________________


                                      __/s/ James E. Dora___________________
                                      James E. Dora


<PAGE>


                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                        Dated:_________7/28/97________________


                                         ___/s/ Otto N. Frenzel III____________
                                         Otto N. Frenzel III


<PAGE>



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                      Dated:________________________________


                                      --------------------------------------
                                      David W. Goodrich


<PAGE>



                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                       Dated:___7/28/97______________________

                                       __/s/ William P. Johnson______________
                                        William P. Johnson


<PAGE>


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                     Dated:________________________________


                                     --------------------------------------
                                     James T. Morris


<PAGE>

                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                    Dated:_______7/28/97_________________


                                    __/s/ James W. Murphy________________
                                    James W. Murphy


<PAGE>


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                     Dated:_____7/25/97____________________


                                     ___/s/ R. Stephen Radcliffe___________
                                     R. Stephen Radcliffe


<PAGE>
                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                     Dated:________________________________


                                     --------------------------------------
                                     Thomas E. Reilly Jr.


<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.



                                     Dated:________________________________


                                     --------------------------------------
                                     William R. Riggs


<PAGE>



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                      Dated:_______7/25/97__________________


                                      ____/s/ Jerry D. Semler_______________
                                      Jerry D. Semler


<PAGE>


                                POWER OF ATTORNEY



         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.




                                      Dated:___7/28/97______________________


                                      _/s/ Yvonne H. Shaheen_________________
                                      Yvonne H. Shaheen 


<PAGE>




                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                     Dated:________7/28/97___________________


                                     _/s/ Frank D. Walker____________________
                                     Frank D. Walker



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