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
                     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  Modified   Single  Premium   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)

                        Modified Single Premium Variable
                             Life Insurance Policies

                             RECONCILIATION AND TIE

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


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; Cash
                                                           Benefits; 
                                                           Summary and Diagram
                                                           of the Policy

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;
                                                           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
          underlying securities........................... about AUL, the 
                                                           Separate Account and
                                                           the Funds; Charges
                                                           and Deductions - Fund
                                                           Expenses

17.      Withdrawal or redemption.........................Premium Payments and 
                                                           Allocations -Transfer
                                                           Privilege; 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
                   disposition of income .................   About AUL, 
                                                             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 
          securities....................................   of the Policy;
                                                           General Information 
                                                           About AUL, the
                                                           Separate Account and 
                                                           the Funds; Death
                                                           Benefits; 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


                                       ix

<PAGE>



                                   PROSPECTUS

             MODIFIED SINGLE PREMIUM 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 modified  single  premium  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.

The Policy gives you the  opportunity to allocate  premiums and Account Value to
one or more  Investment  Accounts of the AUL American  Individual  Variable Life
Unit Trust (the "Separate  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

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


<PAGE>


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.

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, 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.  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 THE  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).

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.

                                       2
<PAGE>


                               PROSPECTUS CONTENTS
                                                                         Page

DEFINITIONS OF TERMS......................................................5

SUMMARY AND DIAGRAM OF THE POLICY.........................................8

GENERAL INFORMATION ABOUT AUL, THE SEPARATE ACCOUNT AND THE FUNDS........11
         AUL.............................................................11
         Separate Account................................................11
         The Funds.......................................................12

PREMIUM PAYMENTS AND ALLOCATIONS.........................................15
         Applying for a Policy...........................................15
         Right to Examine Policy.........................................15
         Premiums........................................................15
         Premium Payments to Prevent Lapse...............................16
         Premium Allocations and Crediting...............................16
         Transfer Privilege..............................................17
         Dollar Cost Averaging Program...................................18
         Portfolio Rebalancing Program...................................19

CHARGES AND DEDUCTIONS...................................................19
         Monthly Deduction...............................................19
         Annual Contract Charge..........................................21
         Surrender Charge................................................21
         Taxes...........................................................22
         Special Uses....................................................22
         Fund Expenses...................................................22

HOW YOUR ACCOUNT VALUES VARY.............................................22
         Determining the Account Value...................................22
         Cash Value and Net Cash Value...................................24

DEATH BENEFIT............................................................24
         Amount of Death Benefit Proceeds................................24
         Death Benefit...................................................24
         Selecting and Changing the Beneficiary..........................25

CASH BENEFITS............................................................25
         Policy Loans....................................................25
         Surrendering the Policy for Net Cash Value......................27
         Partial Surrenders..............................................27
         Settlement Options..............................................27
         Specialized Uses of the Policy..................................28

                                       3
 
<PAGE>

        Life Insurance Retirement Plans.................................29
         Risks of Life Insurance Retirement Plans.......................29

ILLUSTRATIONS OF ACCOUNT VALUES, CASH VALUES, DEATH BENEFITS
 AND ACCUMULATED PREMIUM PAYMENTS.......................................30

OTHER POLICY BENEFITS AND PROVISIONS....................................41
         Limits on Rights to Contest the Policy.........................41
         Changes in the Policy or Benefits..............................41
         Exchange for Paid-Up Policy....................................42
         When Proceeds Are Paid.........................................42
         Dividends......................................................43
         Reports to Policy Owners.......................................43
         Assignment.....................................................43
         Reinstatement..................................................43
         Rider Benefits.................................................43

TAX CONSIDERATIONS......................................................44
         Tax Status of the Policy.......................................44
         Tax Treatment of Policy Benefits...............................46
         Estate and Generation Skipping Taxes...........................48
         Life Insurance Purchased for Use in Split Dollar Arrangements..48
         Non-Individual Ownership of Contracts..........................48
         Possible Charge for AUL's Taxes................................49

OTHER INFORMATION ABOUT THE POLICIES AND AUL............................49
         Policy Termination.............................................49
         Resolving Material Conflicts...................................49
         Addition, Deletion or Substitution of Investments..............49
         Voting Rights..................................................50
         Sale of the Policies...........................................51
         AUL Directors and Executive Officers...........................51
         State Regulation...............................................55
         Additional Information.........................................56
         Independent Auditors...........................................56
         Litigation.....................................................56
         Legal Matters..................................................56
         Financial Statements...........................................56

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.

                                       4
<PAGE>


                              DEFINITIONS OF TERMS

ACCOUNT VALUE

     The Account Value is the sum of your  interest in the Variable  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 a death benefit that is described herein. 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 under the Partial Surrender provision.

HOME OFFICE

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

INITIAL MAXIMUM PREMIUM

     An  amount  set to be less  than or  equal  to the  initial  premium  limit
     required to qualify the Policy as life insurance under the Internal Revenue
     Code.

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.

                                       5

<PAGE>


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.

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.

OWNER

     The owner named in the application for a Policy, 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 in your Policy,  or the supplemental  Policy Data Page
     most recently sent to you by us.


                                       6
<PAGE>


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.

RISK AMOUNT

     The Death Benefit divided by 1.00346627 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
     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.
 
                                      7

<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 interests.

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  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.  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 Benefit,  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"  below 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,  based on  guaranteed  charges.  See  "Illustrations  of  Account
Values, Net Cash Values, Death Benefits and Accumulated Premium Payments."

     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").  It is  expected  that most
Policies will be treated as modified endowment contracts ("Modified Endowments")
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.  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."

                                       8
<PAGE>

         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."  Premiums are  generally  allocated to the  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 may elect to pay an initial premium payment that is equivalent to 80%, 90%
  or 100% of the  Initial  Maximum  Premium  plan  but are not  required  to pay
  premium payments  according to the plan. You can vary the amount and frequency
  and can skip planned premium payments.  Subsequent premiums may be made at any
  time, and in any amount, subject to limits outlined in the "Premiums" section.

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

 . Extra premium payments may be necessary to prevent lapse.


                              Net Premium Payments

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

                                       9
<PAGE>

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
</TABLE>

                                   Deductions

                               From Account Value

 . Monthly  deduction  for cost of  insurance,  administration  fees,  state  and
  federal  taxes  and  charges  for  any  supplemental  and/or  rider  benefits.
  Administration fees are currently 1/12 of 0.40% of Account Value per month. An
  annual  contract  fee of $30 will be  deducted  on a monthly  basis if Account
  Value is less than $50,000.

                            From Investment Accounts

 . Monthly  charge  at a  guaranteed  annual  rate of 0.90%  from the  Investment
  Accounts  during the first 10 Policy Years and 0.80%  thereafter for mortality
  and expense risks.

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

                                  Account Value

 . Contract  Value is equal to premiums,  as  adjusted  each  Valuation  Date to
  reflect Investment Account investment  experience,  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. 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 Policy,  such as
  the Cash Value,  Net Cash Value and the Death Benefit used to determine  Death
  Benefit Proceeds.

                                       10
<PAGE>
<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, Face Amount generated by the
                                                                 selection of the initial premium amount
 .  The Policy may be surrendered in full at any time
   for its Net Cash Value.  A surrender charge will           .  Death Benefit equal to the specified amount.
   apply during the first ten Policy Years after
   issue.                                                     .  Supplemental and/or rider benefits may be available.

 .  Settlement options are available.

 .  Loans,  Partial  Surrenders,  and Full  Surrenders
   may have adverse tax consequences.
</TABLE>

               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.

                                       11
<PAGE>

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.

     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.
 
                                     12
<PAGE>

     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.

     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.


                                       13
<PAGE>


     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.

     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 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.

                                       14
<PAGE>

                        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 89 on a standard 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."

Right to Examine Policy

You may cancel your Policy for a refund  during your "right to examine"  period.
This period expires 10 days after you receive your Policy. We assume you receive
your Policy 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.

Premiums

The Policy  permits  the Owner to pay a large  single  premium  and,  subject to
restrictions,  additional 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 premium payments you propose to make. You may elect the initial
premium to be 80%,  90% or 100% of the  Initial  Maxmium  Premium.  The  Initial
Maximum  Premium is less than or equal to the maximum  premium  that can be paid
for a given Face  Amount in order for an  insurance  policy to qualify as a life
insurance  contract  for tax  purposes.  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.

                                       15
<PAGE>

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.

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
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.

Each premium after the initial premium must be at least $1,000. AUL may increase
this  minimum  90 days  after we send you a  written  notice  of such  increase.
However AUL reserves  the right to limit the amount of a premium  payment or the
total premium payments paid.

Premium Payments to Prevent Lapse

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

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. The grace period will begin when the notice is sent. 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 reflect a reduction  for the Monthly
Deductions  due on or  before  the  date of the  Insured's  death  (and  for any
outstanding loan and loan interest).  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."

Premium Allocations and Crediting

In the  Policy  application,  you  specify  the  percentage  of a premium  to be
allocated to each Investment  Account.  The sum of your  allocations  must equal
100%,  with at least 1% of the  premium  payment  allocated  to each  Investment
Account selected by you. All 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.

                                       16
<PAGE>

The  initial  premium  generally  is  allocated  to 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 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  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 premiums so allocated. However, we reserve the right to
allocate  premiums  to 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 premium and interest to 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.

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 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  affected  by the  transfer.  The  charge  will be  deducted  from  the
Investment Account(s) from which the transfers are made.

                                       17
<PAGE>
  
     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.

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.

                                       18
<PAGE>

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 plan 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.

                             CHARGES AND DEDUCTIONS

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, (3) mortality and expense
risk  charge,  (4) tax  charges,  and (5) any  charges  for rider  benefits,  as
described below. The Monthly  Deduction is deducted from the Investment  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 may vary  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  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, or, alternatively,
may be a charge  against  Account  Value that does not vary with Attained Age or
gender,  and may vary with underwriting  class. For any Policy, the current cost
of insurance on a  Monthiversary  is calculated  in one of two ways:  (1) if the
Initial Maximum  Premium is paid, the cost of insurance  equals the lesser of an
amount  equal,  on  an  annual  basis,  to a  guaranteed  maximum  monthly  rate

                                       19
<PAGE>

multiplied by the Account Value or an amount equal to the Risk Amount multiplied
by the guaranteed maximum cost of insurance rate set forth in the Policy; or (2)
if less than the  Initial  Maximum  Premium is paid,  the cost of  insurance  is
calculated by multiplying  the current cost of insurance rate for the Insured by
the Risk  Amount  for that  Monthiversary.  We  reserve  the right to change the
current  cost of  insurance  rates,  and,  in the case of payment of the Initial
Maximum  Premium,  to assess a cost of  insurance  charge  calculated  solely by
multiplying  the  current  cost of  insurance  rate for the  Insured by the Risk
Amount for a  Monthiversary,  in the same manner as the cost of insurance charge
currently is calculated  when less than the Initial Maximum Premium is paid. The
Risk Amount on a  Monthiversary  is the  difference  between  the Death  Benefit
divided by 1.00246627 and the Account Value.

AUL  places the  Insured  in a risk class when the Policy is given  underwriting
approval,  based on AUL's underwriting of the application.  AUL currently places
Insureds in a standard class based on underwriting.  An Insured may be placed in
a  substandard  risk  class,  which  involves a higher  mortality  risk than the
standard  classes.  Standard  rates are  available  for  Issue  Ages  0-89.  The
guaranteed  maximum cost of insurance  rate is set forth on the Policy Data Page
of your Policy.

     Monthly Administrative Charge. The monthly administrative charge is a level
monthly charge that is guaranteed  not to exceed,  on an annual basis, a rate of
0.40% of Account  Value.  We reserve the right to charge a lower  current  rate.
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.

     Mortality  and Expense Risk Charge.  AUL deducts a monthly  charge from the
Investment  Accounts prorata based on your amounts in each account.  The current
charge is at an annual rate of 0.90% of Variable  Account value during the first
10 Policy Years, and 0.80% 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.  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.

     Premium Tax Charge. AUL deducts a monthly charge at an annual rate equal to
 .25% of  Account  Value  during  the first 10  Policy  Years for state and local
premium  taxes and  administrative  expenses.  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.

     Federal Tax Charge. AUL also deducts a federal tax charge at an annual rate
equal to 0.15% of Account Value during the first 10 Policy Years.

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

                                       20

<PAGE>


Annual Contract Charge

AUL deducts an annual  contract  charge from Account  Value equal to $30 on each
Policy Anniversary in which the Account Value is less than $50,000.  This charge
is deducted  prorata from each  Investment  Account to which you have  allocated
Account Value.

Surrender Charge

During the first 10 Policy Years, a surrender  charge based on the percentage of
premium  surrendered  will be deducted  from the Account  Value if the Policy is
completely surrendered for cash, or if you make a Partial Surrender in excess of
12% of the  Account  Value as of the  beginning  of the Policy  Year.  The total
surrender charge will not exceed the maximum  surrender charge set forth in your
Policy.

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 10 Policy Years.

                                Table of Surrender Charges

                          Policy Year             Percentage of Premium

                               1                          10%
                               2                           9%
                               3                           8%
                               4                           7%
                               5                           6%
                               6                           5%
                               7                           4%
                               8                           3%
                               9                           2%
                              10                           1%

                                       21
<PAGE>

Taxes

AUL does not  currently  assess a charge  for any  taxes  other  than the  state
premium tax charge and federal tax  charge.  We reserve the right,  however,  to
assess a charge for such taxes,  or taxes  resulting from the performance of the
Separate  Account,  against the Separate Account 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 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,  the Policy  will be in default  and a grace  period will
begin. See "Premium Payments to Prevent Lapse."

Determining the Account Value

On the Contract Date, the Account Value is equal to the initial 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 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  in the Loan  Account,  premium  payments  since the prior
Valuation Date,  charges,  transfers,  Partial  Surrenders and surrender charges
since the prior Valuation Date, loans and loan repayments.

                                       22
<PAGE>

     Variable  Account  Value.  When you  allocate  an amount  to an  Investment
Account,  either by 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 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 is 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 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

         (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.

                                       23
<PAGE>
  
     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 as collateral for Policy loans and for due
and unpaid loan interest,  less amounts transferred from the Loan Account to the
Investment  Accounts 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

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."

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

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.  If
investment  performance  is  favorable,  the  amount  of the Death  Benefit  may
increase.  However,  the Death  Benefit  ordinarily  will not change for several
years to reflect any favorable investment performance and may not change at all.
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."

                                       24
<PAGE>

<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>

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 Variable 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.

                                       25
<PAGE>
  
     Loan Collateral. When a Policy loan is made, an amount sufficient to secure
the loan is transferred  out of the  Investment  Accounts 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 in the same  proportion  that the
Account  Value in each  Investment  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 to the Loan
Account in the same proportion  that each Investment  Account value 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.

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 outstanding  loans and loan interests and the amount  credited to the
Loan Account).  On each  Monthiversary,  the interest earned on the Loan Account
since the previous Monthiversary will be transferred to the Loan Account.

     Preferred  Loan  Provision.  Beginning  in  the  eleventh  Policy  Year,  a
preferred  loan  may be  made  available  by AUL.  The  amount  available  for a
preferred  loan is the amount by which the Cash  Value  exceeds  total  premiums
paid.  The maximum  amount  available  for a  preferred  loan may not exceed the
maximum  loan  amount.  The  preferred  loan  amount  will be  credited  with an
effective annual rate of interest (currently,  6.0%). Thus, the current net cost
of the  preferred  loan is 0% per year.  The  preferred  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. 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.  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 according to the premium
allocation instructions in effect at that time.
    

If  the  Death  Benefit  becomes  payable  while  a  loan  is  outstanding,  any
outstanding  loans 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,  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  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

                                       26
<PAGE>

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.  Loans may be currently taxable and subject to a 10% penalty tax. 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.

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
payment 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."

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. A Partial Surrender exceeding,  in any Policy Year, 12% of the Account Value
as of the beginning of the Policy Year may be subject to a surrender charge. See
"Surrender  Charge." As of the date AUL receives a written request 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  on  a  prorata  basis.   Partial   Surrenders  may  have  adverse  tax
consequences. See "Tax Considerations."

AUL will reduce the Face Amount in  proportion  to the  reduction in the Account
Value resulting from the Partial Surrender.  AUL will reject a Partial Surrender
request if the  Partial  Surrender  would  reduce the  Account  Value  below the
minimum Account Value on the Policy Data Page, 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.

                                       27
<PAGE>

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.

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

                                       28
<PAGE>

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.

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
  
                                     29
<PAGE>

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.

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 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

                                       30
<PAGE>

different from those shown if the returns  averaged 0%, 6% or 12% but fluctuated
over and under those  averages  throughout  the years  shown.  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 premiums are allocated equally among the 16 Investment  Accounts  available
under the Policy. These illustrations also assume that no Policy loans have been
made.

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 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   that  follow.   All  the
illustrations  reflect the fact that no tax  charges  other than the premium tax
charge and federal 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.

                                       31
<PAGE>

                   American United Life Insurance Company(R)

                 Modified Single Premium Variable Life Insurance

                               SINGLE LIFE OPTION

                             $10,000 INITIAL PREMIUM

                                ISSUE AGE 50 MALE

                            INITIAL FACE AMOUNT $____

       ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (__NET)


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


End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at                                                    
                  5% Interest Per    Account         Cash              Death            Account           Cash     Death
                  Year                Value          Value             Benefit          Value             Value    Benefits


1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20


25
35
___________________________________________________________________________________________________________________________

</TABLE>

* These values reflect investment results using current cost of insurance rates,
administrative fees, and Mortality and Expense Risk rates.
** These values reflect  investment  results using  guaranteed cost of insurance
rates, administrative fees, and Mortality and Expense Risk rates.

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 RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAT THOSE SHOWN.  THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY
WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE TO
THE POLICY 0%OVER A PERIOD OF YEARS OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY  WOULD ALSO BE  DIFFERENT  FROM SHOWN,  DEPENDING ON THE
INVESTMENT  ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF
THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT  RETURN APPLICABLE TOT HE
POLICY  AVERAGE  0%, BUT VARIED  ABOVE OR BELOW THAT  AVERAGE  FOR THE  SEPARATE
ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN
BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                     32

<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                               SINGLE LIFE OPTION

                             $10,000 INITIAL PREMIUM

                                ISSUE AGE 50 MALE

                            INITIAL FACE AMOUNT $____

       ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (__NET)


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


End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at                                                       
                  5% Interest Per    Account         Cash              Death            Account           Cash     Death
                  Year                Value          Value             Benefit          Value             Value    Benefits


1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20


25
35

___________________________________________________________________________________________________________________________


</TABLE>

*These values reflect  investment results using current cost of insurance rates,
administrative  fees, and mortality and expense risk rates. 
**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 6% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR
THE SEPARATE ACCOUNT.  NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE
OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
  
                                     33

<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                               SINGLE LIFE OPTION

                             $10,000 INITIAL PREMIUM

                                ISSUE AGE 50 MALE

                            INITIAL FACE AMOUNT $____

       ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (__NET)


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


End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at                                                    
                  5% Interest Per    Account         Cash               Death           Account           Cash     Death
                  Year                Value          Value             Benefit           Value            Value    Benefits


1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20


25
35
___________________________________________________________________________________________________________________________

</TABLE>


*These values reflect  investment results using current cost of insurance rates,
administrative fees, and mortality and expense risk rates.
**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY  AVERAGED  12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE
FOR THE SEPARATE ACCOUNT.  NO REPRESENTATION  CAN BE MADE THAT THIS HYPOTHETICAL
RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED  OVER ANY PERIOD OF
TIME.

                                       34

<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                               SINGLE LIFE OPTION

                             $10,000 INITIAL PREMIUM

                                ISSUE AGE 60 MALE

                            INITIAL FACE AMOUNT $____

       ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (__NET)


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


End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at                                                   
                  5% Interest Per    Account         Cash               Death           Account            Cash      Death
                  Year                Value          Value             Benefit           Value             Value    Benefits


1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20


25
35
___________________________________________________________________________________________________________________________

</TABLE>

*These values reflect  investment results using current cost of insurance rates,
administrative fees, and mortality and expense risk rates.
**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 0% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR
THE SEPARATE ACCOUNT.  NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE
OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                       35

<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                               SINGLE LIFE OPTION

                             $10,000 INITIAL PREMIUM

                                ISSUE AGE 60 MALE

                            INITIAL FACE AMOUNT $____

       ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (__NET)

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


End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at                     
                  5% Interest Per    Account         Cash               Death          Account            Cash      Death
                  Year                Value          Value             Benefit          Value             Value    Benefits


1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20


25
35

___________________________________________________________________________________________________________________________


</TABLE>

*These values reflect  investment results using current cost of insurance rates,
administrative fees, and mortality and expense risk rates.
**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 6% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR
THE SEPARATE ACCOUNT.  NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE
OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                       36

<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                               SINGLE LIFE OPTION

                             $10,000 INITIAL PREMIUM

                                ISSUE AGE 60 MALE

                            INITIAL FACE AMOUNT $____

       ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (__NET)

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


End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at                    
                  5% Interest Per    Account         Cash               Death          Account            Cash      Death
                  Year                Value          Value             Benefit          Value             Value    Benefits


1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20


25
35
___________________________________________________________________________________________________________________________

</TABLE>

*These values reflect  investment results using current cost of insurance rates,
administrative  fees, and mortality and expense risk rates.
**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY  AVERAGED  12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE
FOR THE SEPARATE ACCOUNT.  NO REPRESENTATION  CAN BE MADE THAT THIS HYPOTHETICAL
RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED  OVER ANY PERIOD OF
TIME.


                                       37
<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                              LAST SURVIVOR OPTION

                             $10,000 INITIAL PREMIUM

                         ISSUE AGE: 60 MALE \ 60 FEMALE

                            INITIAL FACE AMOUNT $____

       ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (__NET)

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


End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at                     
                  5% Interest Per    Account         Cash               Death          Account            Cash      Death
                  Year                Value          Value             Benefit          Value             Value    Benefits


1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20


25
35
___________________________________________________________________________________________________________________________

</TABLE>

*These values reflect  investment results using current cost of insurance rates,
administrative fees, and mortality and expense risk rates.
**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 0% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR
THE SEPARATE ACCOUNT.  NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE
OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                       38

<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                               LAST SURVIVOR OPTION

                             $10,000 INITIAL PREMIUM

                         ISSUE AGE: 60 MALE \ 60 FEMALE

                            INITIAL FACE AMOUNT $____

       ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (__NET)


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

End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at                    
                  5% Interest Per    Account         Cash               Death          Account            Cash      Death
                  Year                Value          Value             Benefit          Value             Value    Benefits


1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20


25
35
___________________________________________________________________________________________________________________________

</TABLE>

*These values reflect  investment results using current cost of insurance rates,
administrative fees, and mortality and expense risk rates.
**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 6% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR
THE SEPARATE ACCOUNT.  NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE
OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                       39

<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                              LAST SURVIVOR OPTION

                             $10,000 INITIAL PREMIUM

                         ISSUE AGE: 60 MALE \ 60 FEMALE

                            INITIAL FACE AMOUNT $____

       ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (__NET)

                              LAST SURVIVOR OPTION

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

End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at                     
                  5% Interest Per    Account         Cash               Death          Account            Cash      Death
                  Year                Value          Value             Benefit          Value             Value    Benefits


1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20


25
35

___________________________________________________________________________________________________________________________
</TABLE>


*These values reflect  investment results using current cost of insurance rates,
administrative fees, and mortality and expense risk rates.
**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.
  
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY  AVERAGED  12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE
FOR THE SEPARATE ACCOUNT.  NO REPRESENTATION  CAN BE MADE THAT THIS HYPOTHETICAL
RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED  OVER ANY PERIOD OF
TIME.
                                       40
<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 Policy.

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.

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.

                                       41
<PAGE>

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.

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.

                                       42
<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 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,  change in value of amounts in the  Separate  Account,  premiums
paid, loans, Partial Surrenders, expenses 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, or if you take
out a loan,  transfer amounts among the Investment  Accounts 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.

                                       43

<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.

    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 Ins
    ureds.  The  Incontestability,  Suicide,  and  Misstatement  of  Age  or Sex
    provisions of the Policy apply to either Insured.
    
    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.

                                      44
<PAGE>

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.

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  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

                                       45
<PAGE>

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 sump, a portion of
the payment made to you may be taxable.

Depending  on the  circumstances,  the  exchange of a Policy,  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.

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.

                                       46
<PAGE>

It is  expected  that most  Policies  will be  Modified  Endowments.  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.

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.

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.

                                      47
<PAGE>

     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.

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.

                                       48
<PAGE>


Possible Charge for AUL's Taxes

At the present time,  AUL makes no charge for any federal,  state or local taxes
(other than the  premium tax charge and federal tax charge)  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.

                  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."

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

                                       49
<PAGE>

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.

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.

                                       50
<PAGE>

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.

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 4% of the initial  premium.  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
individual position is with AUL.

                                       51
<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 

                                       52
<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

                                       53
<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
                                       54

<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>

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.

                                       55
<PAGE>

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 had not
commenced operations before the date of this Prospectus, no financial statements
of the Separate Account are included in this Prospectus.

                                [To be provided]


                                       56
<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.
<PAGE>

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.

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  56   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 (1)

                  (2)    Inapplicable

                  (3)    (a) Inapplicable

                         (b) Inapplicable

                         (c) Schedule of Sales Commissions(*)

                  (4)    Inapplicable

                  (5)    (a) Form of  Modified  Single  Premium  Variable  Life
                              Insurance Policy

                         (b) Form of Last Survivor Rider (1)

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

                         (d) Form of Accelerated Death Benefit Rider (1)

                         (e) Form of Joint First-to-Die Level Term Insurance
                              Rider (1)
 
                                      2
<PAGE>

                  (6)    (a) Articles of  Incorporation  of American United Life
                             Insurance Company(R)(2)

                         (b) Bylaws of American United Life Insurance Company(R)
                             (2)

                  (7)    Inapplicable

                  (8)    (a) Form of  Participation  Agreement  between American
                             United Life Insurance Company(R) and Alger American
                             Fund (3)

                         (b) Form of  Participation  Agreement  between American
                             United  Life  Insurance   Company(R)  and  American
                             Century Variable Portfolios, Inc.(3)

                         (c) Form of  Participation  Agreement  between American
                             United  Life  Insurance   Company(R)  and  Fidelity
                             Variable Insurance Products Fund(2)

                         (d) Form of  Participation  Agreement  between American
                             United  Life  Insurance   Company(R)  and  Fidelity
                             Variable Insurance Products Fund II(2)

                         (e) Form of  Participation  Agreement  between American
                             United Life Insurance  Company(R) and T. Rowe Price
                             Equity Series, Inc.(3)

                  (9)    Inapplicable

                  (10)   Form of  Application  for Modified  Single  Premium
                         Variable Life Insurance Policy(*)

         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(*)
 
                                      3


<PAGE>

         9.       Memorandum  Describing  Issuance,   Transfer,  and  Redemption
                  Procedures

         10.      Powers of Attorney(1)
- ---------------

(1)      Incorporated herein by reference to the Registration  Statement for the
         Flexible  Premium  Adjustable  Variable Life Insurance Policy funded by
         AUL American  Individual  Variable Life Unit Trust (File No. 333-_____)
         filed with the Securities and Exchange Commission on July 31, 1997.

(2)      Incorporated herein by reference to the Registration Statement of AUL 
         Unit Trust (File No. 33-31375) on Form N-4.

(3)      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.

                                       4

<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 incorporated by reference 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


Exhibit Number           Name of Exhibit

1.(5)(a)                 Form of Modified Single Premium Variable Life Insurance
                         Policy

9                        Memorandum Describing Issuance, Transfer, and 
                         Redemption Procedures




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


American  United Life  Insurance  Company  (R) (AUL) 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 VARY DEPENDING ON THE INVESTMENT
EXPERIENCE. THE DEATH BENEFIT IS DESCRIBED IN THE DEATH BENEFIT SECTION.

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

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

                 MODIFIED SINGLE PREMIUM 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..................................................................7

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
         AMOUNT OF THE DEATH BENEFIT........................................12
         EXCHANGE FOR PAID-UP POLICY........................................13

PREMIUMS................................................................... 13
         PAYMENT OF PREMIUM.................................................13
         ALLOCATION OF PREMIUM..............................................14

POLICY CHARGES..............................................................14
         MONTHLY DEDUCTION..................................................14
         MORTALITY AND EXPENSE RISK CHARGE..................................15
         ADMINISTRATIVE CHARGE..............................................15
         TAX CHARGES........................................................15
         COST OF INSURANCE..................................................15
         ANNUAL CONTRACT CHARGE.............................................15
         SURRENDER CHARGE...................................................16
         TAXES..............................................................16
         CHANGES IN COST FACTORS............................................16

POLICY VALUES...............................................................16
         ACCOUNT VALUE......................................................16
         CASH VALUE.........................................................17
         NET CASH VALUE.....................................................17

                                       2
<PAGE>

VARIABLE ACCOUNT PROVISIONS.................................................17
         SEPARATE ACCOUNT...................................................17
         INVESTMENT ACCOUNTS................................................17
         VARIABLE ACCOUNT VALUE.............................................17
         CREDITING OF ACCUMULATION UNITS....................................17
         ACCUMULATION UNIT VALUE............................................18
         NET INVESTMENT FACTOR..............................................18
         ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS.................19

CASH BENEFITS...............................................................19
         TRANSFERS..........................................................19
         LOANS..............................................................20
         INTEREST CHARGED ON LOANS..........................................20
         LOAN ACCOUNT.......................................................21
         REPAYMENT OF LOANS.................................................21

SURRENDER...................................................................21
         PARTIAL SURRENDER..................................................21
         FULL SURRENDER.....................................................22

TERMINATION OF THE POLICY...................................................22
         GRACE PERIOD.......................................................22
         TERMINATION........................................................22
         REINSTATEMENT......................................................23

OTHER POLICY PROVISIONS.....................................................23
         DEFERRAL OF PAYMENTS...............................................23
         DIVIDENDS..........................................................23
         ANNUAL REPORT......................................................24
         CONFORMITY WITH LAWS...............................................24
         COMPUTATIONS.......................................................24
         SETTLEMENT OPTIONS.................................................24


                                       3


<PAGE>



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

ISSUE DATE:                                 POLICY NUMBER:

CONTRACT DATE:

NAME OF INSURED:                            INITIAL PREMIUM:

AGE AT ISSUE:                               MINIMUM INITIAL PREMIUM:
                                                [$10,000]

SEX:                                        MAXIMUM INITIAL PREMIUM:
RATE CLASS:                                     [              ]

FACE AMOUNT OF INSURANCE:           ALLOWABLE
                                            PERCENTAGE OF
                                            THE INITIAL MAXIMUM
DEATH BENEFIT OPTION:                       PREMIUM:  [80% to 100%]
         

SEPARATE ACCOUNT:.[         ]


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

MINIMUM PREMIUM PAYMENT SUBSEQUENT TO THE INITIAL PREMIUM:
         [ $1,000 ]

ADMINISTRATIVE CHARGE:
         1/12 of [.4%] of the Account Value

TAX CHARGES:
         PREMIUM TAX  CHARGE:  1/12 of [.25%] of the  Account  Value  during the
             first [10]  Policy  Years           
         FEDERAL  TAX  CHARGE:  1/12 of [.15%] of the Account Value during the
             first [10] Policy Years

MORTALITY AND EXPENSE RISK CHARGE:
         1/12 of the following  percentage of the Variable Account Value:
         [.90%] during the first [10] Policy Years
         [.80%]  thereafter

                                       4
<PAGE>

ANNUAL  CONTRACT
         CHARGE:  [$30] if the Account Value on the Policy  Anniversary  is less
         than [$50,000]
 
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 CHARGE:

         Policy year                Percent of premium surrendered:
         [     1                         [  10%
               2                             9%
               3                             8%
               4                             7%
               5                             6%
               6                             5%
               7                             4%
               8                             3%
               9                             2%
               10                            1%
               11+]                          0%]

ANNUAL WITHDRAWAL  AMOUNT:  [12% of the premiums which have not been  previously
     surrendered]

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 on
         loaned  amounts equal to total  premiums  paid, 6% on loaned amounts in
         excess of total premiums paid}]

MINIMUM ACCOUNT VALUE:  [$5,000]

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

MINIMUM LOAN AMOUNT:  [$500]
MINIMUM PARTIAL SURRENDER AMOUNT:  [$500]

                                       5
<PAGE>

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

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


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






















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

                  Mortality Table: 1980 Commissioners Standard
                   Ordinary Mortality Table, age last birthday


                                       6

<PAGE>



                                   DEFINITIONS


ACCOUNT VALUE
         The Account Value is the sum of your  interest in the Variable  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 form the Contract Date.

DEATH BENEFIT AND DEATH BENEFIT PROCEEDS
         The Death  Benefit  is  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 under the partial cash surrender provision.

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

INITIAL MAXIMUM PREMIUM
         An amount  set to be less than or equal to the  initial  premium  limit
         required to qualify  this policy as life  insurance  under the Internal
         Revenue Code.

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.  The
         Investment Accounts are shown on the Policy Data Page.

                                       7
<PAGE>

ISSUE DATE
         The date this policy is issued.

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.

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.

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.

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.

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

                                       8

<PAGE>


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.


                                       9

<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 agent 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. 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.

                                       10

<PAGE>


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.

         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.

                                       11


<PAGE>


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 we receive proof 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. loans and loan interest and overdue  Monthly  Deductions as of
               the date of death.

AMOUNT OF THE DEATH BENEFIT

         The Face Amount is shown on the Policy Data Page.  The Death Benefit is
         the  greater  of:  (1)  the  Face  Amount;  or (2)  the  Account  Value
         multiplied  by the  appropriate  percentage  from the Table of  Minimum
         Insurance  Percentages on the Policy Data Page.  Partial Surrenders may
         decrease the Face Amount, as described in the Surrender section.
  
                                     12
<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.


                                    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. The initial premium must be
         at least equal to the Minimum  Initial Premium shown on the Policy Data
         Page.  The initial  premium must also be within the  percentages of the
         Maximum Initial Premium shown on the Policy Data Page.

         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  the
         minimum  initial  and  subsequent  premiums  90 days  after we send 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.

         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  premium to your  Account  Value on the date of our
         acceptance. If we do not accept the premium, we will refund it to you.

                                       13
<PAGE>

         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.


ALLOCATION OF PREMIUM

         The initial 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 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 Investment  Accounts 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  premiums at any time by
         Proper Notice, or by telephone if written authorization is on file with
         us.


                                 POLICY CHARGES


MONTHLY DEDUCTION

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

         The Monthly Deduction is the sum of:
                  1.  the Mortality and Expense Charge; plus
                  2.  the Administration Charge; plus
                  3.  the Tax Charges; plus
                  4.  the cost of insurance; plus
                  5.  the cost for any policy riders.


                                       14
<PAGE>
  
         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
         based on your amounts in each account.


MORTALITY AND EXPENSE RISK CHARGE

         The  Mortality  and  Expense  Risk  Charge  is  compensation   for  our
         assumption  of the  mortality  and  expense  risks.  The amount of this
         charge is shown on the Policy Data Page.


ADMINISTRATIVE CHARGE

         The administrative charge is shown on the Policy Data Page.


TAX CHARGES

         The  Premium  Tax Charge and Federal Tax Charge are shown on the Policy
         Data Page.


COST OF INSURANCE

         The  guaranteed  maximum cost of insurance  rate is shown on the Policy
         Data Page.
         
         The maximum cost of insurance is the 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.

         A current cost of  insurance  charge less than the  guaranteed  maximum
         cost of insurance charge may be used at our option.


ANNUAL CONTRACT CHARGE

         The Annual Contract Charge is deducted on each Policy  Anniversary.  It
         is deducted  prorata from the amounts in each Investment  Account.  The
         amount of the charge is shown on the Policy Data Page.

                                       15
<PAGE>


SURRENDER CHARGE

         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.


CHANGES IN COST FACTORS

         We bear the mortality  and expense risks of this policy.  We may change
         the cost of insurance rates up to the maximum guaranteed amounts stated
         in this  policy.  Changes  will be made by  class  and will be based on
         changes in expectations for 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 Variable  Account
         and the Loan Account.

         The Account  Value on the  Contract  Date of this policy is the initial
         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 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 premium for the policy allocated since the prior Valuation
               Date; less
               5.  any  Partial  Surrender  and  associated   Surrender  Charges
               deducted since the prior Valuation Date; less
               6. any Monthly  Deduction,  Annual Contract  Charge,  or transfer
               charges assessed.
                                       16
<PAGE>

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.


                           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.

                                       17
<PAGE>
  
         Accumulation  units are credited when premiums are allocated or amounts
         are  transferred  into an Investment  Account.  Accumulation  units are
         deducted  when the Monthly  Deduction  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:
               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

                                       18

<PAGE>



               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 Proper Notice to you and prior approval of
         the Securities and Exchange  Commission,  to the extent required by the
         Investment Company Act of 1940.

         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  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.


                                  CASH BENEFITS


TRANSFERS

         You may transfer  amounts 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.

                                       19
<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  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 on or 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,  require a minimum
         time period  between  transfers,  to limit the number and  frequency of
         transfers, and to discontinue telephone transfers.


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 Variable 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.


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.

                                       20
<PAGE>

LOAN ACCOUNT

         At the time any loan is issued, we transfer an amount equal to the loan
         from the Investment  Accounts 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 in  proportion  to the  Account  Value  in each
         Investment 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 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.


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 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.


                                    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 Surrender  Charge is applicable to any amount  surrendered in
         excess of the Annual  Withdrawal  Amount shown on the Policy Data Page.
         The amount you request  plus any  associated  Surrender  Charge will be
         deducted from the Account  Value,  and therefore  also reduces the Cash
         Value.  The  deduction  will be made from the  Investment  Accounts  in
         proportion  to  your  amounts  in  each  account,  unless  you  request
         deduction from specific Investment Accounts.

                                       21
<PAGE>

         The Face Amount will be reduced  proportional  to the  reduction in the
         Account Value resulting from the partial cash surrender.

         The  remaining  Account  Value  must be at least  equal to the  minimum
         Account Value shown on the Policy Data Page.


FULL SURRENDER

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


                            TERMINATION OF THE POLICY


GRACE PERIOD

         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 Proper 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 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.

                                       22
<PAGE>

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.


                             OTHER POLICY PROVISIONS


DEFERRAL OF PAYMENTS

         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.


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.

                                       23


<PAGE>


ANNUAL REPORT

         At least  once a year we will  send you a report  showing  the  current
         Account Value, Cash Value, Death Benefit, 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.

         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.

         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.

                                       24
<PAGE>

               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.

         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.

                                       25
<PAGE>
  
       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.


                                       26

<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

<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.


                                       27




                    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 Modified
Single Premium  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

              The Policy  permits  the Owner to pay a large  single  premium and
              additional  premiums  subject to  restrictions.  The initial  Face
              Amount for the Policies will not be the same for all Policy Owners
              as the  amount of the is based  upon the  Insured's  Age,  premium
              class and the Initial Premium of the Policy.  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.

       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.

                                       1
<PAGE>

              If a 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 Investment Accounts.  AUL will generally
              allocate  the net  initial  premium 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  Investment  Accounts in
              accordance with the Policy Owner's instructions in the application
              for insurance.  An allocation to any Investment Account must be at
              least 1% in whole percentages.


                                       2
<PAGE>
 
      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.

              The  amount of each loan will be  transferred  on a pro rata basis
              from each of the  Investment  Accounts  (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 remain 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 .

              PREFERRED LOANS

              Beginning  in the eleventh  Policy  Year, a preferred  loan may be
              made  available by AUL. The amount  available for a Preferred Loan
              is the amount by which the Cash Value exceeds total premiums paid.
              The maximum  amount  available for a preferred loan may not exceed
              the maximum loan amount.

              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%.
              The Preferred  Loan amount will be credited at a rate equal to the
              Policy Loan Rate, but never less than 4%.
 
                                      3
<PAGE>

              LOAN REPAYMENTS

              If loan  interest  is not paid  when it is due,  AUL  will  make a
              transfer  from the  Investment  Accounts  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.

              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 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.

                                       4
<PAGE>

              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 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.

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. At any time after the "Right to Examine
       Period",  the  Policy  Owner may  transfer  value  among  the  Investment
       Accounts.  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 Separate 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 Plan or Dollar Cost Averaging
       Program will not count against the limited number of transfers.

                                       5
<PAGE>

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 in proportion to the amounts in
              each account, unless specific Accounts are requested.

              The Face Amount will be reduced in  proportion to the reduction in
              the  Account  Value  resulting  from the  Partial  Surrender.  The
              remaining  Account  Value  must be at least  equal to the  minimum
              Account Value shown in the Policy.

              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  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.

              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  loan 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.

       C.     POLICY LAPSATION

              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.

                                       7
 

<PAGE>

      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;
                    an

                    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.




                                       8


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