AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST, 485APOS, 1999-03-02

AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST
485APOS, 1999-03-02

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<PAGE>

As filed with the Securities and Exchange Commission on March 2, 1999
=========================================================================

File No. 333-32553

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-6

REGISTRATION STATEMENT UNDER THE
[X] SECURITIES ACT OF 1933

[ ] Pre-Effective Amendment No. ____

[X] Post-Effective Amendment No. 2

and/or

REGISTRATION STATEMENT UNDER THE
[ ] INVESTMENT COMPANY ACT OF 1940

[ ] Amendment No._____

(Check appropriate box or boxes)

AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST
(Exact Name of Registrant)

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

One American Square, Indianapolis, Indiana 46282
(Address of Depositor's Principal Executive Offices) (Zip Code)

Depositor's Telephone Number: (317) 285-1877
John C. Swhear, Esq.
Counsel
American United Life Insurance Company(R)
One American Square
Indianapolis, Indiana 46282
(Name and Address of Agent for Service)

Title of Securities Being Registered: Interests in group variable annuity
contracts

It is proposed that this filing will become effective (Check appropriate Space)

immediately upon filing pursuant to paragraph (b) of Rule 485

on pursuant to paragraph (b) of Rule 485
_____ --------------

X
_____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485

_____ on (date) pursuant to paragraph (a)(1) of Rule 485

_____ 75 days after filing pursuant to paragraph (a)(ii)

_____ on (date) pursuant to paragraph (a)(ii) of Rule 485

_____ this post-effective amendment designates a new effective date for a
previously filed amendment.

<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

I. Organization and General Information

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
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(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
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(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

(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
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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

(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

(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

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

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

VII. Policy of Registrant

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

(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

<PAGE>

PROSPECTUS

MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY

American United Life Insurance Company(R)
One American Square
Indianapolis, Indiana 46282

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"). AUL designed the Policy 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"). AUL invests the assets of each Investment
Account in a corresponding mutual fund portfolio (each, a "Portfolio"). The
investment advisers shown below manage each Fund and its Portfolio(s).

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,
American Century VP Capital Appreciation Inc.
Portfolio
American Century VP International Portfolio
Fidelity Variable Insurance Products Fund Fidelity Management & Research Company
VIP Equity-Income Portfolio
VIP Growth Portfolio
VIP High Income Portfolio
VIP Money Market Portfolio
VIP Overseas Portfolio
Fidelity Variable Insurance Products Fund II Fidelity Management & Research Company
VIP II Asset Manager Portfolio
VIP II Contrafund Portfolio
VIP II Index 500 Portfolio
T. Rowe Price Equity Series, Inc. T. Rowe Price Associates, Inc.
T. Rowe Price Equity Income Portfolio

</TABLE>

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

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the prospectus. Any representation to the contrary is a
criminal offense.

This prospectus should be accompanied by the current prospectuses for the fund
or funds being considered. Each of these prospectuses should be read carefully
and retained for future reference.

The Date of this Prospectus is May 1, 1999

2
<PAGE>

PROSPECTUS CONTENTS
Page

DEFINITIONS OF TERMS.....................................................4

SUMMARY AND DIAGRAM OF THE POLICY........................................5

GENERAL INFORMATION ABOUT AUL, THE SEPARATE ACCOUNT AND THE FUNDS....... 8
AUL............................................................ 8
Separate Account............................................... 8
The Funds...................................................... 8
AUL American Series Fund....................................... 8
Alger American Fund............................................ 8
American Century Variable Portfolios, Inc...................... 8
Fidelity Variable Insurance Products Fund...................... 9
Fidelity Variable Insurance Products Fund II................... 9
T. Rowe Price Equity Series, Inc............................... 9

FUND EXPENSE TABLE......................................................10

PREMIUM PAYMENTS AND ALLOCATIONS........................................11
Applying for a Policy..........................................11
Right to Examine Policy........................................11
Premiums.......................................................11
Premium Payments to Prevent Lapse..............................11
Premium Allocations and Crediting..............................11
Transfer Privilege.............................................12
Dollar Cost Averaging Program..................................12
Portfolio Rebalancing Program..................................13

CHARGES AND DEDUCTIONS..................................................13
Monthly Deduction..............................................13
Annual Contract Charge.........................................14
Surrender Charge...............................................14
Taxes..........................................................14
Special Uses...................................................14
Fund Expenses..................................................14

HOW YOUR ACCOUNT VALUES VARY............................................14
Determining the Account Value..................................14
Cash Value and Net Cash Value..................................15

DEATH BENEFIT...........................................................15
Amount of Death Benefit Proceeds...............................15
Death Benefit..................................................16
Selecting and Changing the Beneficiary.........................16

CASH BENEFITS...........................................................16
Policy Loans...................................................16
Surrendering the Policy for Net Cash Value.....................17
Partial Surrenders.............................................17
Settlement Options.............................................17
Specialized Uses of the Policy.................................18
Life Insurance Retirement Plans................................18
Risks of Life Insurance Retirement Plans.......................18

ILLUSTRATIONS OF ACCOUNT VALUES, CASH VALUES, DEATH BENEFITS
AND ACCUMULATED PREMIUM PAYMENTS...............................19

OTHER POLICY BENEFITS AND PROVISIONS....................................29
Limits on Rights to Contest the Policy.........................29
Changes in the Policy or Benefits..............................29
Exchange for Paid-Up Policy....................................29
When Proceeds Are Paid.........................................29
Dividends......................................................29
Reports to Policy Owners.......................................29
Assignment.....................................................29
Reinstatement..................................................29
Rider Benefits.................................................30

TAX CONSIDERATIONS......................................................30
Tax Status of the Policy.......................................30
Tax Treatment of Policy Benefits...............................31
Estate and Generation Skipping Taxes...........................32
Life Insurance Purchased for Use in Split Dollar Arrangements..32
Taxation Under Section 403(b) Plans............................32
Non-Individual Ownership of Contracts..........................33
Possible Charge for AUL's Taxes................................33

OTHER INFORMATION ABOUT THE POLICIES AND AUL............................33
Policy Termination.............................................33
Resolving Material Conflicts...................................33
Addition, Deletion or Substitution of Investments..............33
Voting Rights..................................................34
Sale of the Policies...........................................34
AUL Directors and Executive Officers...........................35
State Regulation...............................................37
Additional Information.........................................37
Independent Auditors...........................................37
Litigation.....................................................37
Legal Matters..................................................37
Year 2000 Readiness Disclosure.................................37
Financial Statements...........................................37

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.

3
<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

The Variable Products Service office at AUL's principal business
office, One American Square, Indianapolis, Indiana 46282.

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.

INVESTMENT ACCOUNTS

One or more of the subdivisions of the Separate Account. Each
Investment Account is invested in a corresponding Portfolio of a
particular mutual fund.

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 as
life insurance 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.

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.

SEPARATE ACCOUNT

AUL American Individual Variable Life Unit Trust. The Separate Account
is segregated into several Investment Accounts, each of which invests
in a corresponding mutual fund portfolio.

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.
Traditionally, in addition to federal holidays, AUL is not open for
business on the day after Thanksgiving and either the day before or
after Christmas or Independence Day.

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

YOU

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

4
<PAGE>

SUMMARY AND DIAGRAM OF THE POLICY

The investor should read the following summary of Prospectus information and
diagram of the Policy 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, typically 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 Owner surrenders the Policy 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 diagram on the following pages summarizes the most important features of the
Policy, such as charges, cash surrender benefits, Death Benefit, and calculation
of Cash Values.

PURPOSE OF THE POLICY. AUL designed the Policy to provide long-term insurance
benefits; and, it may also provide long-term accumulation of Cash Value. You
should evaluate the Policy 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, you should carefully consider replacement 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 ceases to satisfy 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."

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."
AUL generally allocates Premiums 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 7127, Indianapolis, Indiana 46206-7127,
1-800-863-9354.

5
<PAGE>

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.

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:

Mutual Fund Portfolio

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

Alger American Fund Alger American Growth Portfolio

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

Fidelity Variable Insurance Products Fund VIP Equity-Income Portfolio
VIP Growth Portfolio
VIP High Income Portfolio
VIP Money Market Portfolio
VIP Overseas Portfolio

Fidelity Variable Insurance Products Fund II VIP II Asset Manager Portfolio
VIP II Contrafund Portfolio
VIP II Index 500 Portfolio

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

</TABLE>

6
<PAGE>

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.

AUL deducts Investment advisory fees and operating expenses 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.
<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 For all policies, Face Amount generated by the
there is sufficient remaining Net Cash Value. the selection of the initial premium amount.
Partial Surrenders reduce the Face Amount
proportionately.

The Policy may be surrendered in full at any time Death Benefit equal to the specified amount.
for its Net Cash Value. A surrender charge will
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>

7
<PAGE>

GENERAL INFORMATION ABOUT AUL, THE SEPARATE ACCOUNT AND THE FUNDS

AMERICAN UNITED LIFE INSURANCE COMPANY(R)

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, 1998, AUL had assets of $_____________ and a policy
owners' surplus of $___________.

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. State specific policy forms may reflect some variances
in the provisions outlined in this prospectus.

SEPARATE ACCOUNT

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

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

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

THE FUNDS

Each Fund is registered with the SEC as a diversified, open-end management
investment company under the 1940 Act, although the SEC does not supervise their
management or investment practices and policies. Each of the Funds comprises one
or more of the Portfolios and other series that may not be 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 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.

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.

ALGER AMERICAN FUND

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

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

AMERICAN CENTURY VP CAPITAL APPRECIATION PORTFOLIO. The American Century 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.

AMERICAN CENTURY VP INTERNATIONAL PORTFOLIO. The American Century VP
International Portfolio seeks to achieve its investment objective of capital
growth by investing primarily

8
<PAGE>

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 companies located in developed markets. Investment in securities
of foreign issuers typically involves a greater degree of risk than investment
in domestic securities.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND

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

VIP GROWTH PORTFOLIO. The VIP 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.

VIP HIGH INCOME PORTFOLIO. The VIP 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.

VIP MONEY MARKET PORTFOLIO. The VIP 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.

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

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II

VIP II ASSET MANAGER PORTFOLIO. The VIP II 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 money market instruments.

VIP II CONTRAFUND PORTFOLIO. The VIP II Contrafund Portfolio seeks capital
appreciation by investing primarily in securities of companies that the
investment adviser believes are not fully recognized by the public.

VIP II INDEX 500 PORTFOLIO. The VIP II Index 500 Portfolio seeks to provide
investment results that correspond to the total return (i.e., the combination of
capital changes and income) of a broad range 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.

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.

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<PAGE>

FUND EXPENSE TABLE

The purpose of the following table is to assist investors in understanding the
various costs and expenses that Owners bear indirectly. The table reflects
expenses of the Funds for the fiscal year ended December 31, 1997. Expenses of
the Funds as shown under "Fund Annual Expenses" are not fixed or specified under
the terms of the Policy and may vary from year to year. The fees in this expense
table have been provided by the Funds and have not been independently verified
by AUL. The information contained in the table is not generally applicable to
amounts allocated to payments under Settlement Option.

Fund Annual Expenses (as a percentage of net assets of each Fund)

<TABLE>
<S> <C> <C> <C>
Management/ Total Fund
Portfolio Advisory Fee Other Expenses Annual Expenses

AUL American Series Fund, In.
American Equity Portfolio 0.50%(1) 0.16% 0.66%
American Bond Portfolio 0.50%(1) 0.17% 0.67%
American Managed Portfolio 0.50%(1) 0.17% 0.67%
American Money Market Portfolio 0.40%(1)* 0.16% 0.56%
Alger American Fund
Alger American Growth Portfolio 0.75% 0.04% 0.79%
American Century Variable Portfolios, Inc.
American Century VP Capital Appreciation Portfolio 1.00% 0.00% 1.00%
American Century VP International Portfolio 1.50% 0.00% 1.50%
Fidelity Variable Insurance Products Fund
VIP Equity-Income Portfolio 0.50% 0.08% 0.58%(2)
VIP Growth Portfolio 0.60% 0.09% 0.69%(2)
VIP High Income Portfolio 0.59% 0.12% 0.71%
VIP Money Market Portfolio 0.21% 0.10% 0.31%
VIP Overseas Portfolio 0.75% 0.17% 0.92%(2)
Fidelity Variable Insurance Products Fund II
VIP II Asset Manager Portfolio 0.55% 0.10% 0.65%(2)
VIP II Contrafund Portfolio 0.60% 0.11% 0.71%(2)
VIP II Index 500 Portfolio 0.24% 0.04% 0.28%(3)
T. Rowe Price Equity Series, Inc.
T. Rowe Price Equity Income Portfolio 0.85% 0.00% 0.85%

* The fee for the Money Market portfolio was reduced on May 1, 1999 from .50% to
the present level of .40%.

<FN>

(1)AUL has currently agreed to waive its advisory fee if the ordinary
expenses of a Portfolio exceed 1% and, to the extent necessary, assume any
expenses in excess of its advisory fee so that the expenses of each Portfolio,
including the advisory fee but excluding extraordinary expenses, will not exceed
1% of the Portfolio's average daily net asset value per year. The Adviser may
terminate the policy of reducing its fee and/or assuming Fund expenses upon 30
days written notice to the Fund and such policy will be terminated automatically
by the termination of the Investment Advisory Agreement. During 1998, expenses
did not exceed 1% of the average daily net asset value.

(2) A portion of the brokerage commissions that certain funds pay was used
to reduce funds expenses. In addition, certain funds have entered into
arrangements with their custodian whereby credits realized, as a result of
uninvested cash balances were used to reduce custodian expenses. Including these
reductions, the total operating expenses presented in the table would have been
0.57% for the Equity-Income portfolio, 0.67% for the Growth portfolio, 0.90% for
the Overseas portfolio, 0.64% for the Asset Manager portfolio, and 0.68% for the
Contrafund portfolio.

(3) Fidelity Management & Research Company agreed to reimburse a portion of
Index 500 Portfolio's expenses during the period. Without this reimbursement,
the fund's management fee, other expenses and total expenses would have been
0.27%, 0.13%, and 0.40% respectively for Index 500 Portfolio on an annualized
basis.

</FN>
</TABLE>

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 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 15 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.

10
<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 85 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 all 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 (or a longer period if
required by law). 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 of the Policy to AUL, 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 Maximum 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.

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 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. 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

11
<PAGE>

to these rules, by sending Proper Notice to the Home Office, or by telephone if
written authorization is on file with us. The change will apply to the premium
payments received with or after receipt of your notice.

The initial 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 reserve the right to
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 Investment Account(s) from which the transfer are made.

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
systematically 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, participation in the Dollar Cost
Averaging Program does not assure a Contract Owner of greater profits from the
purchases under the Program, nor will it prevent or necessarily alleviate losses
in a declining market.

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. 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.

12
<PAGE>

We also reserve the right to alter the terms or suspend or eliminate the
availability of the Dollar Cost Averaging Program at any time.

PORTFOLIO REBALANCING PROGRAM

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

13
<PAGE>

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 related 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, although such tax rates range from 0%
to 4%. This charge may be more or less than the amount actually assessed by the
state in which a particular owner lives.

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.

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 first year premium not previously withdrawn. 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 be credited to the total Policy period.

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%

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 persons
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 those for previously 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 performance 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. Account Value may be significantly affected on days when
the New York Stock Exchange is open

14
<PAGE>

for trading but we are closed for business, and you will not have access to Cash
Value on those days. 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.

VARIABLE ACCOUNT VALUE. When you allocate an amount to an Investment Account,
either by premium payment allocation or by transfer, your Policy is credited
with accumulation units in that Investment Account. The number of accumulation
units credited 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.

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 occurs 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 if required by applicable state law from the date of the
Insured's death to the date of payment.

15
<PAGE>

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."

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 written 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.

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 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. A preferred loan may be made available by AUL. The
amount available for a preferred loan is the amount by which the Account 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. Any interest credited in
excess of the minimum guaranteed rate 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

16
<PAGE>

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 Account Value, but the Net Cash Value will be increased
immediately by the amount of the loan repayment. 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 within which you may 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
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 total first
year premium not previously withdrawn 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 Account 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

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

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

OPTION 1 - INCOME FOR A FIXED PERIOD. Proceeds are payable in equal
monthly installments for a specified number of years, not to exceed 20.

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

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

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. Based on the
settlement option selected, we will determine the amount payable. 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

17
<PAGE>

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

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

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

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

SPECIALIZED USES OF THE POLICY

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

LIFE INSURANCE RETIREMENT PLANS

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

Illustrations are available upon request that portray how the Policy can be used
as a funding vehicle 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 whether
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 expected from your Policy, your Policy can
lapse prematurely and result in significant income tax liability to you in the
year in which the lapse occurs. Other risks associated with borrowing from your
Policy also apply. Loans will be automatically repaid from the gross Death
Benefit at the death of the Insured, resulting in the estimated payment to the
beneficiary of the net Death Benefit, which will be less than the gross Death
Benefit and may be less than the Face Amount. Upon surrender, the loan will be
automatically repaid, resulting in the payment to you of the Net Cash Value.
Similarly, upon lapse, the loan will be automatically repaid. 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 design 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 design 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

18
<PAGE>

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 for your particular needs. 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 their 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
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.
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 approximately
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
charges and, alternatively, the guaranteed 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, and
also may reflect allocation of premiums to specified Investment Accounts. Such
illustrations will reflect the expenses of the Portfolios in which such
Investment Accounts invest. We may make a reasonable charge to provide such
illustrations.

19
<PAGE>

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

SINGLE LIFE OPTION

$100,000 INITIAL PREMIUM

ISSUE AGE 50 MALE

INITIAL FACE AMOUNT $357,859

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%

(APPROXIMATE NET OF -1.61% DURING FIRST 10 POLICY YEARS, -1.51% THEREAFTER)
<TABLE>
<S> <C> <C> <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
- -------------- ---------------- ------------- ---------- --------- ---------- ------ ---------

1 105,000 96,972 88,475 357,859 95,186 86,867 357,859
2 110,250 94,036 86,653 357,859 90,320 83,271 357,859
3 115,762 91,189 84,854 357,859 85,379 79,509 357,859
4 121,551 88,429 83,079 357,859 80,332 75,549 357,859
5 127,628 85,751 81,326 357,859 75,149 71,360 357,859
6 134,010 83,155 79,597 357,859 69,806 66,915 357,859
7 140,710 80,637 77,892 357,859 64,277 62,186 357,859
8 147,746 78,196 76,210 357,859 58,539 57,142 357,859
9 155,133 75,829 74,552 357,859 52,560 51,749 357,859
10 162,889 73,533 72,918 357,859 46,303 45,960 357,859
11 171,034 71,664 71,664 357,859 39,926 39,926 357,859
12 179,586 69,843 69,843 357,859 33,108 33,108 357,859
13 188,565 68,068 68,068 357,859 25,768 25,768 357,859
14 197,993 66,338 66,338 357,859 17,812 17,812 357,859
15 207,893 64,652 64,652 357,859 9,138 9,138 357,859
16 218,287 63,009 63,009 357,859 0 0 0
17 229,202 61,408 61,408 357,859 0 0 0
18 240,662 59,847 59,847 357,859 0 0 0
19 252,695 58,326 58,326 357,859 0 0 0
20 265,330 56,844 56,844 357,859 0 0 0
21 278,596 55,399 55,399 357,859 0 0 0
22 292,526 53,991 53,991 357,859 0 0 0
23 307,152 52,619 52,619 357,859 0 0 0
24 322,510 51,282 51,282 357,859 0 0 0
25 338,635 49,979 49,979 357,859 0 0 0
26 355,567 48,709 48,709 357,859 0 0 0
27 373,346 47,471 47,471 357,859 0 0 0
28 392,013 46,264 46,264 357,859 0 0 0
29 411,614 45,089 45,089 357,859 0 0 0
30 432,194 43,943 43,943 357,859 0 0 0

- -------------- ---------------- ------------- --------------- --------- ---------------- -------- ----------
</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.

20
<PAGE>

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

SINGLE LIFE OPTION

$100,000 INITIAL PREMIUM

ISSUE AGE 50 MALE

INITIAL FACE AMOUNT $357,859

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%

(APPROXIMATE NET OF 4.34% DURING FIRST 10 POLICY YEARS, 4.44% THEREAFTER)

1 105,000 102,838 93,754 357,859 101,012 92,111 357,859
2 110,250 105,756 97,318 357,859 101,896 93,806 357,859
3 115,762 108,756 101,016 357,859 102,630 95,380 357,859
4 121,551 111,842 104,853 357,859 103,184 96,801 357,859
5 127,628 115,016 108,835 357,859 103,531 98,039 357,859
6 134,010 118,279 112,965 357,859 103,646 99,064 357,859
7 140,710 121,636 117,250 357,859 103,503 99,843 357,859
8 147,746 125,087 121,694 357,859 103,078 100,346 357,859
9 155,133 128,636 126,304 357,859 102,338 100,531 357,859
10 162,889 132,287 131,084 357,859 101,243 100,350 357,859
11 171,034 136,722 136,722 357,859 100,252 100,252 357,859
12 179,586 141,305 141,305 357,859 98,797 98,797 357,859
13 188,565 146,043 146,043 357,859 96,798 96,798 357,859
14 197,993 150,939 150,939 357,859 94,160 94,160 357,859
15 207,893 155,999 155,999 357,859 90,780 90,780 357,859
16 218,287 161,230 161,230 357,859 86,551 86,551 357,859
17 229,202 166,635 166,635 357,859 81,357 81,357 357,859
18 240,662 172,222 172,222 357,859 75,064 75,064 357,859
19 252,695 177,996 177,996 357,859 67,507 67,507 357,859
20 265,330 183,963 183,963 357,859 58,461 58,461 357,859
21 278,596 190,131 190,131 357,859 47,633 47,633 357,859
22 292,526 196,505 196,505 357,859 34,639 34,639 357,859
23 307,152 203,093 203,093 357,859 18,994 18,994 357,859
24 322,510 209,902 209,902 357,859 94 94 357,859
25 338,635 216,939 216,939 357,859 0 0 0
26 355,567 224,212 224,212 357,859 0 0 0
27 373,346 231,729 231,729 357,859 0 0 0
28 392,013 239,499 239,499 357,859 0 0 0
29 411,614 247,528 247,528 357,859 0 0 0
30 432,194 255,827 255,827 357,859 0 0 0

- -------------- ---------------- ------------- --------------- --------- ---------------- -------- ----------
</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.

21
<PAGE>

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

SINGLE LIFE OPTION

$100,000 INITIAL PREMIUM

ISSUE AGE 50 MALE

INITIAL FACE AMOUNT $357,859

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%

(APPROXIMATE NET OF 10.29% DURING FIRST 10 POLICY YEARS, 10.40% THEREAFTER)

1 105,000 108,702 99,032 357,859 106,840 97,356 357,859
2 110,250 118,162 108,607 357,859 114,163 104,969 357,859
3 115,762 128,445 119,129 357,859 122,009 113,209 357,859
4 121,551 139,622 130,689 357,859 130,415 122,126 357,859
5 127,628 151,772 143,386 357,859 139,429 131,784 357,859
6 134,010 164,980 157,331 357,859 149,114 142,258 357,859
7 140,710 179,337 172,643 357,859 159,541 153,639 357,859
8 147,746 194,943 189,455 357,859 170,795 166,031 357,859
9 155,133 211,908 207,910 357,859 182,972 179,553 357,859
10 162,889 230,348 228,165 357,859 196,178 194,336 357,859
11 171,034 251,650 251,650 357,859 211,603 211,603 357,859
12 179,586 274,922 274,922 357,859 228,512 228,512 357,859
13 188,565 300,345 300,345 378,435 247,102 247,102 357,859
14 197,993 328,120 328,120 406,868 267,614 267,614 357,859
15 207,893 358,463 358,463 437,324 290,340 290,340 357,859
16 218,287 391,612 391,612 469,934 315,472 315,472 378,566
17 229,202 427,826 427,826 509,113 342,770 342,770 407,897
18 240,662 467,390 467,390 551,520 372,364 372,364 439,389
19 252,695 510,612 510,612 597,416 404,447 404,447 473,203
20 265,330 557,831 557,831 647,084 439,228 439,228 509,504
21 278,596 609,417 609,417 700,829 476,930 476,930 548,469
22 292,526 665,773 665,773 752,323 518,028 518,028 585,372
23 307,152 727,341 727,341 807,348 562,898 562,898 624,816
24 322,510 794,602 794,602 866,116 611,984 611,984 667,063
25 338,635 868,083 868,083 928,849 665,829 665,829 712,437
26 355,567 948,360 948,360 995,778 725,083 725,083 761,338
27 373,346 1,036,060 1,036,060 1,087,863 789,370 789,370 828,838
28 392,013 1,131,870 1,131,870 1,188,464 859,084 859,084 902,038
29 411,614 1,236,541 1,236,541 1,298,368 934,646 934,646 981,378
30 432,194 1,350,890 1,350,890 1,418,435 1,016,495 1,016,495 1,067,320

- -------------- ---------------- ------------- --------------- --------- ---------------- -------- ----------
</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.

22
<PAGE>

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

SINGLE LIFE OPTION

$100,000 INITIAL PREMIUM

ISSUE AGE 60 MALE

INITIAL FACE AMOUNT $244,010

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%

(APPROXIMATE NET OF -1.61% DURING FIRST 10 POLICY YEARS, -1.51% THEREAFTER)

1 105,000 96,972 88,475 244,010 94,558 86,303 244,010
2 110,250 94,036 86,653 244,010 88,958 82,031 244,010
3 115,762 91,189 84,854 244,010 83,151 77,459 244,010
4 121,551 88,429 83,079 244,010 77,087 72,531 244,010
5 127,628 85,751 81,326 244,010 70,708 67,185 244,010
6 134,010 83,155 79,597 244,010 63,958 61,360 244,010
7 140,710 80,637 77,892 244,010 56,779 54,988 244,010
8 147,746 78,196 76,210 244,010 49,107 47,994 244,010
9 155,133 75,829 74,552 244,010 40,861 40,284 244,010
10 162,889 73,533 72,918 244,010 31,930 31,731 244,010
11 171,034 71,664 71,664 244,010 22,302 22,302 244,010
12 179,586 69,843 69,843 244,010 11,601 11,601 244,010
13 188,565 68,068 68,068 244,010 0 0 0
14 197,993 66,338 66,338 244,010 0 0 0
15 207,893 64,652 64,652 244,010 0 0 0
16 218,287 63,009 63,009 244,010 0 0 0
17 229,202 61,408 61,408 244,010 0 0 0
18 240,662 59,847 59,847 244,010 0 0 0
19 252,695 58,326 58,326 244,010 0 0 0
20 265,330 56,844 56,844 244,010 0 0 0
21 278,596 55,399 55,399 244,010 0 0 0
22 292,526 53,991 53,991 244,010 0 0 0
23 307,152 52,619 52,619 244,010 0 0 0
24 322,510 51,282 51,282 244,010 0 0 0
25 338,635 49,979 49,979 244,010 0 0 0
26 355,567 48,709 48,709 244,010 0 0 0
27 373,346 47,471 47,471 244,010 0 0 0
28 392,013 46,264 46,264 244,010 0 0 0
29 411,614 45,089 45,089 244,010 0 0 0
30 432,194 43,943 43,943 244,010 0 0 0
- -------------- ---------------- ------------- --------- ---------- ---------- --------
</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.

23
<PAGE>

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

SINGLE LIFE OPTION

$100,0000 INITIAL PREMIUM

ISSUE AGE 60 MALE

INITIAL FACE AMOUNT $244,010

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%

(APPROXIMATE NET OF 4.34% DURING FIRST 10 POLICY YEARS, 4.44% THEREAFTER)

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
- -------------- ---------------- ---------- ------- -------- ---------------- -------- ----------

1 105,000 102,838 93,754 244,010 100,391 91,552 244,010
2 110,250 105,756 97,318 244,010 100,572 92,601 244,010
3 115,762 108,756 101,016 244,010 100,504 93,424 244,010
4 121,551 111,842 104,853 244,010 100,143 93,973 244,010
5 127,628 115,016 108,835 244,010 99,442 94,196 244,010
6 134,010 118,279 112,965 244,010 98,355 94,037 244,010
7 140,710 121,636 117,250 244,010 96,830 93,437 244,010
8 147,746 125,087 121,694 244,010 94,812 92,327 244,010
9 155,133 128,636 126,304 244,010 92,227 90,622 244,010
10 162,889 132,287 131,084 244,010 88,977 88,207 244,010
11 171,034 136,722 136,722 244,010 85,382 85,382 244,010
12 179,586 141,305 141,305 244,010 80,834 80,834 244,010
13 188,565 146,043 146,043 244,010 75,117 75,117 244,010
14 197,993 150,939 150,939 244,010 67,965 67,965 244,010
15 207,893 155,999 155,999 244,010 59,073 59,073 244,010
16 218,287 161,230 161,230 244,010 48,085 48,085 244,010
17 229,202 166,635 166,635 244,010 34,575 34,575 244,010
18 240,662 172,222 172,222 244,010 18,027 18,027 244,010
19 252,695 177,996 177,996 244,010 0 0 0
20 265,330 183,963 183,963 244,010 0 0 0
21 278,596 190,131 190,131 244,010 0 0 0
22 292,526 196,505 196,505 244,010 0 0 0
23 307,152 203,093 203,093 244,010 0 0 0
24 322,510 209,902 209,902 244,010 0 0 0
25 338,635 216,939 216,939 244,010 0 0 0
26 355,567 224,212 224,212 244,010 0 0 0
27 373,346 231,729 231,729 244,010 0 0 0
28 392,013 239,499 239,499 251,473 0 0 0
29 411,614 247,528 247,528 259,904 0 0 0
30 432,194 255,827 255,827 268,618 0 0 0

- -------------- ---------------- ------------- --------------- --------- ---------------- ------ ----------
</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.

24
<PAGE>

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

SINGLE LIFE OPTION

$100,000 INITIAL PREMIUM

ISSUE AGE 60 MALE

INITIAL FACE AMOUNT $244,010

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%

(APPROXIMATE NET OF 10.29% DURING FIRST 10 POLICY YEARS, 10.40% THEREAFTER)

1 105,000 108,702 99,032 244,010 106,226 96,804 244,010
2 110,250 118,162 108,607 244,010 112,888 103,808 244,010
3 115,762 128,445 119,129 244,010 120,027 111,385 244,010
4 121,551 139,622 130,689 244,010 127,695 119,596 244,010
5 127,628 151,772 143,386 244,010 135,958 128,520 244,010
6 134,010 164,980 157,331 244,010 144,902 138,257 244,010
7 140,710 179,337 172,643 244,010 154,637 148,931 244,010
8 147,746 194,943 189,455 244,010 165,293 160,695 244,010
9 155,133 211,908 207,910 247,932 177,030 173,729 244,010
10 162,889 230,348 228,165 267,204 190,033 188,253 244,010
11 171,034 251,650 251,650 289,398 205,585 205,585 244,010
12 179,586 274,922 274,922 310,661 223,102 223,102 252,105
13 188,565 300,345 300,345 333,383 242,426 242,426 269,093
14 197,993 328,120 328,120 357,650 263,566 263,566 287,287
15 207,893 358,463 358,463 383,555 286,756 286,756 306,829
16 218,287 391,612 391,612 411,192 312,275 312,275 327,889
17 229,202 427,826 427,826 449,218 339,962 339,962 356,960
18 240,662 467,390 467,390 490,759 369,986 369,986 388,485
19 252,695 510,612 510,612 536,142 402,529 402,529 422,655
20 265,330 557,831 557,831 585,723 437,779 437,779 459,668
21 278,596 609,417 609,417 639,888 475,932 475,932 499,729
22 292,526 665,773 665,773 699,062 517,185 517,185 543,044
23 307,152 727,341 727,341 763,708 561,738 561,738 589,825
24 322,510 794,602 794,602 834,332 609,799 609,799 640,288
25 338,635 868,083 868,083 911,487 661,585 661,585 694,664
26 355,567 948,360 948,360 995,778 717,331 717,331 753,198
27 373,346 1,036,060 1,036,060 1,087,863 777,286 777,286 816,150
28 392,013 1,131,870 1,131,870 1,188,464 841,711 841,711 883,797
29 411,614 1,236,541 1,236,541 1,298,368 910,879 910,879 956,423
30 432,194 1,350,890 1,350,890 1,418,435 985,068 985,068 1,034,321
- -------------- ---------------- ------------- --------------- --------- -------------- -------- ---------
</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.

25
<PAGE>

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

LAST SURVIVOR

$100,000 INITIAL PREMIUM

ISSUE AGE: 60 MALE \ 60 FEMALE

INITIAL FACE AMOUNT $379,162

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%

(APPROXIMATE NET OF -1.61% DURING FIRST 10 POLICY YEARS, -1.51% THEREAFTER)

1 105,000 97,264 88,738 379,162 97,219 88,697 379,162
2 110,250 94,603 87,169 379,162 94,408 86,992 379,162
3 115,762 92,015 85,614 379,162 91,543 85,180 379,162
4 121,551 89,497 84,072 379,162 88,590 83,228 379,162
5 127,628 87,049 82,546 379,162 85,509 81,099 379,162
6 134,010 84,667 81,034 379,162 82,258 78,745 379,162
7 140,710 82,351 79,537 379,162 78,791 76,119 379,162
8 147,746 80,098 78,055 379,162 75,058 73,166 379,162
9 155,133 77,906 76,588 379,162 71,005 69,825 379,162
10 162,889 75,775 75,137 379,162 66,562 66,016 379,162
11 171,034 74,071 74,071 379,162 61,953 61,953 379,162
12 179,586 72,406 72,406 379,162 56,701 56,701 379,162
13 188,565 70,778 70,778 379,162 50,636 50,636 379,162
14 197,993 69,186 69,186 379,162 43,544 43,544 379,162
15 207,893 67,631 67,631 379,162 35,180 35,180 379,162
16 218,287 66,110 66,110 379,162 25,269 25,269 379,162
17 229,202 64,624 64,624 379,162 13,505 13,505 379,162
18 240,662 63,171 63,171 379,162 0 0 0
19 252,695 61,751 61,751 379,162 0 0 0
20 265,330 60,362 60,362 379,162 0 0 0
21 278,596 59,005 59,005 379,162 0 0 0
22 292,526 57,679 57,679 379,162 0 0 0
23 307,152 56,382 56,382 379,162 0 0 0
24 322,510 55,114 55,114 379,162 0 0 0
25 338,635 53,875 53,875 379,162 0 0 0
26 355,567 52,664 52,664 379,162 0 0 0
27 373,346 51,480 51,480 379,162 0 0 0
28 392,013 50,322 50,322 379,162 0 0 0
29 411,614 49,191 49,191 379,162 0 0 0
30 432,194 48,085 48,085 379,162 0 0 0

- -------------- ---------------- ------------- --------------- --------- ---------------- -------- ----------
</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.

26
<PAGE>

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

LAST SURVIVOR

$100,000 INITIAL PREMIUM

ISSUE AGE: 60 MALE \ 60 FEMALE

INITIAL FACE AMOUNT $379,162

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%

(APPROXIMATE NET OF 4.34% DURING FIRST 10 POLICY YEARS, 4.44% THEREAFTER)

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
- -------------- ---------------- ---------- --------- --------- ---------- -------- ----------

1 105,000 103,147 94,032 379,162 103,100 93,990 379,162
2 110,250 106,393 97,897 379,162 106,194 97,717 379,162
3 115,762 109,741 101,921 379,162 109,259 101,478 379,162
4 121,551 113,194 106,110 379,162 112,267 105,248 379,162
5 127,628 116,756 110,471 379,162 115,183 108,992 379,162
6 134,010 120,430 115,009 379,162 117,971 112,672 379,162
7 140,710 124,220 119,731 379,162 120,589 116,246 379,162
8 147,746 128,129 124,645 379,162 122,997 119,667 379,162
9 155,133 132,161 129,758 379,162 125,147 122,884 379,162
10 162,889 136,320 135,076 379,162 126,980 125,830 379,162
11 171,034 141,314 141,314 379,162 129,068 129,068 379,162
12 179,586 146,490 146,490 379,162 130,692 130,692 379,162
13 188,565 151,857 151,857 379,162 131,712 131,712 379,162
14 197,993 157,420 157,420 379,162 131,960 131,960 379,162
15 207,893 163,187 163,187 379,162 131,241 131,241 379,162
16 218,287 169,165 169,165 379,162 129,336 129,336 379,162
17 229,202 175,362 175,362 379,162 125,998 125,998 379,162
18 240,662 181,786 181,786 379,162 120,941 120,941 379,162
19 252,695 188,446 188,446 379,162 113,814 113,814 379,162
20 265,330 195,349 195,349 379,162 104,143 104,143 379,162
21 278,596 202,506 202,506 379,162 91,282 91,282 379,162
22 292,526 209,924 209,924 379,162 74,348 74,348 379,162
23 307,152 217,615 217,615 379,162 52,127 52,127 379,162
24 322,510 225,587 225,587 379,162 23,002 23,002 379,162
25 338,635 233,851 233,851 379,162 0 0 0
26 355,567 242,418 242,418 379,162 0 0 0
27 373,346 251,299 251,299 379,162 0 0 0
28 392,013 260,505 260,505 379,162 0 0 0
29 411,614 270,048 270,048 379,162 0 0 0
30 432,194 279,941 279,941 379,162 0 0 0

- -------------- --------------- ------- --------- ------------- --------- ---------- ---------
</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.

27
<PAGE>

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

LAST SURVIVOR OPTION

$100,000 INITIAL PREMIUM

ISSUE AGE: 60 MALE \ 60 FEMALE

INITIAL FACE AMOUNT $379,162

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%

(APPROXIMATE NET OF 10.29% DURING FIRST 10 POLICY YEARS, 10.40 THEREAFTER)

1 105,000 109,029 99,326 379,162 108,982 99,284 379,162
2 110,250 118,874 109,255 379,162 118,672 109,071 379,162
3 115,762 129,607 120,198 379,162 129,118 119,749 379,162
4 121,551 141,310 132,258 379,162 140,372 131,386 379,162
5 127,628 154,069 145,545 379,162 152,488 144,059 379,162
6 134,010 167,980 160,181 379,162 165,532 157,855 379,162
7 140,710 183,147 176,301 379,162 179,579 172,876 379,162
8 147,746 199,684 194,053 379,162 194,724 189,242 379,162
9 155,133 217,714 213,599 379,162 211,077 207,096 379,162
10 162,889 237,372 235,118 379,162 228,765 226,598 379,162
11 171,034 260,102 260,102 379,162 249,190 249,190 379,162
12 179,586 285,010 285,010 379,162 271,517 271,517 379,162
13 188,565 312,302 312,302 379,162 296,010 296,010 379,162
14 197,993 342,209 342,209 379,162 323,010 323,010 379,162
15 207,893 374,979 374,979 401,227 352,967 352,967 379,162
16 218,287 410,887 410,887 431,431 386,239 386,239 405,550
17 229,202 450,233 450,233 472,745 422,591 422,591 443,720
18 240,662 493,348 493,348 518,015 462,240 462,240 485,352
19 252,695 540,591 540,591 567,621 505,461 505,461 530,734
20 265,330 592,359 592,359 621,976 552,539 552,539 580,166
21 278,596 649,083 649,083 681,537 603,775 603,775 633,963
22 292,526 711,239 711,239 746,801 659,477 659,477 692,451
23 307,152 779,348 779,348 818,315 719,963 719,963 755,961
24 322,510 853,979 853,979 896,678 785,555 785,555 824,833
25 338,635 935,756 935,756 982,544 856,595 856,595 899,425
26 355,567 1,025,364 1,025,364 1,076,633 933,436 933,436 980,108
27 373,346 1,123,554 1,123,554 1,179,731 1,016,449 1,016,449 1,067,271
28 392,013 1,231,146 1,231,146 1,292,703 1,106,020 1,106,020 1,161,321
29 411,614 1,349,041 1,349,041 1,416,493 1,202,547 1,202,547 1,262,674
30 432,194 1,478,225 1,478,225 1,552,137 1,306,433 1,306,433 1,371,755

- -------------- ---------------- ------------- --------------- --------- ---------------- -------- ----------
</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.

28
<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 different Separate Account or fixed account accumulation options. AUL
reserves the right to modify the Policy as necessary to attempt to prevent the
Owner from being considered the owner of the assets of the Separate Account. In
the event of any such modification, AUL will issue an appropriate endorsement to
the Policy, if required. AUL will exercise these rights in accordance with
applicable law, including approval of Owners, if required.

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

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 last
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.

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, expense charges, and cost of insurance charges
since the prior report. You will also be sent an annual and a semi-annual 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.

29
<PAGE>

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: 0-55

This rider waives the Monthly Deduction, excluding the mortality and
expense risk charge, 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.

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.

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.

LONG-TERM CARE ACCELERATED DEATH BENEFIT RIDER

Applicants residing in states that have approved the Long-Term Care
Accelerated Death Benefit Rider (the "ADBR") may elect to add it to their
Policy at issue, subject to AUL receiving satisfactory additional evidence
of insurability. This rider may be attached along with a Last Survivor
Rider. The ADBR is not yet available in all states and the form and/or
terms under which it is available may vary from state to state. The ADBR
permits the Owner to receive, at his or her request and upon approval by
AUL in accordance with the terms of the ADBR, an accelerated payment of
part of the Policy's Death Benefit (an "Accelerated Death Benefit") and an
additional extended long-term care benefit when one of the following three
events occurs:

1. Confinement to a Long-Term Care Facility. An Insured is determined
to be Chronically Ill (as defined below) and has been confined to a
Long-Term Care Facility for at least 90 days during a period of 270
consecutive days.

2. Home Health Care. An Insured is determined to be Chronically Ill
(as defined below) and has been receiving home health care (as defined
in the rider) for at least 90 days during a period of 270 consecutive
days.

3. Adult Day Care. An Insured is determined to be Chronically Ill (as
defined below) and has been receiving adult day care (as defined in
the rider) for at least 90 days during a period of 270 consecutive
days.

Chronically Ill means that an Insured has been certified (within the
preceding 12-month period) by a licensed health care practitioner as (1)
being expected to be unable to perform (without substantial assistance from
another individual) at least two activities of daily living, including
bathing, continence, dressing, eating, toileting, and transferring, during
a period of at least 90 days; or (2) requiring substantial supervision to
protect the Insured from threats to health and safety due to severe
cognitive impairment (as such terms are more fully described in the ADBR).
A charge for this rider will be deducted from the Account Value as part of
the monthly deductions.

Tax Consequences of the ADBR. Subject to certain limitations, the benefits
payable under the ADBR will generally be excludible from income for Federal
income tax purposes. See "Tax Considerations."

Amount of the Accelerated Death Benefit. The ADBR provides for monthly
payments subject to a long-term care benefit balance not to exceed the
current policy Death Benefit less any outstanding policy loans and loan
interest, and additional long-term care benefit payments equal to twelve
monthly payments. Subject to a maximum monthly benefit of $10,000, the
monthly benefits under the ADBR will be the actual cost of long-term care
expenses up to a maximum of 1/36th of the Death Benefit for care in a
long-term care facility or home health care; or the actual expenses up to a
maximum of 1/72nd of the Death Benefit for adult day care.

Long-Term Care Accelerated Death Benefit Rider Conditions for Receipt of
the Accelerated Death Benefit. In order to receive benefits from this
rider, the Policy and rider must be in force and an Owner must submit
Proper Notice of the claim to us at our Home Office. Proper Notice means
notice that is received at our Home Office in a form acceptable to us.

We may request additional medical information from the Insured's physician
and/or may require an independent physical examination (at our expense)
before approving the claim for payment of benefits. We will not approve any
benefits under the rider for a claim which is the result of intentionally
self-inflicted injury or participation in a felony or if the benefits are
payable under Medicare or services are provided outside of the United
States. Any additional exclusions may be noted in the ADBR.

Effect on Existing Policy. The Death Benefit Proceeds otherwise payable
under a Policy at the time of an Insured's death will be reduced by the
amount of the payments. If the Owner makes a request for a long-term care
accelerated death benefit payment, the Policy's Net Cash Value will be
reduced proportionally. Therefore, depending upon the number and amount of
payments, this may result in the Net Cash Value being reduced to zero.

Your determination as to how to purchase a desired level of insurance coverage
should be based on specific insurance needs. Consult your sales representative
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 contract the Home Office.

TAX CONSIDERATIONS

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

TAX STATUS OF THE POLICY

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

With respect to a Policy issued on a standard basis, AUL believes that such a
Policy should meet the Section 7702 definition of a life insurance contract.
With respect to a Policy that is issued on a substandard basis (i.e., a premium
class with extra rating involving higher than standard mortality risk), 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 it deems in its sole discretion as necessary 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.

30
<PAGE>

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 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
rulings which the Treasury has stated it expects to issue. AUL therefore
reserves the right to modify the Policy as necessary to attempt to prevent an
Owner from being considered the Owner of a prorata share of the assets of the
Investment Accounts.

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

TAX TREATMENT OF POLICY BENEFITS

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

Depending on the circumstances, the exchange of a Policy, a 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 continuation 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 any of outstanding loans and
loan interests 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.

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

31
<PAGE>

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 for federal or state
income tax purposes. The deduction of other forms of interest paid on Policy
loans may also be subject to other restrictions under the Internal Revenue Code.
A qualified tax adviser should be consulted before deducting any Policy loan
interest.

INVESTMENT IN THE POLICY. Investment in the Policy means: (1) the aggregate
amount of any premiums or other consideration paid for a Policy, minus (2) 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 (3) 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.

TAX TREATMENT OF LONG-TERM CARE ACCELERATED DEATH BENEFIT RIDER. It is intended
that the Long-Term Care Accelerated Death Benefit Rider benefits provided by
this policy qualify as tax-free benefits under section 7702B(b) and/or section
101(g) of the Internal Revenue Code. Benefit amounts from this policy plus any
per diem long-term care insurance benefits will be includible in income if they
exceed the limits set in section 7702B(b).

Charges for this rider may be treated as a taxable distribution from the policy
(and might also be subject to the 10% penalty tax if the Policy is a Modified
Endowment Contract as discussed previously). The Long-Term Care Accelerated
Death Benefit Rider may be issued in certain States as a "non-qualified" rider;
i.e., it would not constitute qualified long-term care insurance under section
7702B(b) of the Code. Tax treatment of non-qualified benefits is uncertain at
this time.

The tax comments in this section reflect our understanding of the current
federal tax laws as they relate to the Long-Term Care Accelerated Death Benefit
Rider. Since these laws are subject to interpretation and change, we recommend
you seek individual advice from your tax advisor.

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. 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 (when the Death Benefits would be
available to pay taxes due and other expenses incurred).

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 with 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. 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.

TAXATION UNDER SECTION 403(B) PLANS

PURCHASE PAYMENTS. Under Section 403(b) of the Code, payments made by certain
employers (i.e., tax-exempt organizations meeting the requirements of Section
501(c)(3) of the Code, or public educational institutions) to purchase Policies
for their employees are excludible from the gross income of employees to the
extent that such aggregate purchase payments do not exceed certain limitations
prescribed by the Code. This is the case whether the purchase payments are a
result of voluntary salary reduction amounts or employer contributions. Salary
reduction payments, however, subject to FICA (social security) taxes.

TAXATION OF DISTRIBUTIONS. Distributions from a Section 403(b) Policy are taxed
as ordinary income to the recipient. Taxable distributions received before the
employee attains Age 59 1/2

32
<PAGE>

generally are subject to 10% penalty tax in addition to regular income tax.
Certain distributions are excepted from this penalty tax including distributions
following the employee's death, disability, separation from service after age
55, separation from service at any age if the distribution is in the form of an
annuity for the life (or life expectancy) of the employee (or the employee and
Beneficiary) and distributions not in excess of deductible medical expenses. In
addition, no distributions of voluntary salary reduction amounts made for years
after December 31, 1988 (plus earnings thereon and earnings on Policy Values as
of December 31, 1988) will be permitted prior to one of the following events:
attainment of age 59 1/2 by the employee or the employee's separation from
service, death, disability or hardship. (Hardship distributions will be limited
to the lesser of the amount of the hardship or the amount of salary reduction
contributions, exclusive of earnings thereon.)

REQUIRED DISTRIBUTIONS. At retirement or on April 1 of the calendar year
following the calendar year in which the employee attains the age 70 1/2, the
Policy must be surrendered or one of the settlement options (other than the
interest option) must be put into effect. Otherwise, the Surrender Value becomes
reportable taxable income.

If the insured dies after the commencement of payments under a settlement
option, other than an interest option, any remaining portion of such interest
will be distributed at least as rapidly as under the method of distribution
being used on the date of such death. If the insured dies before commencement of
payments under a settlement option, or after payments commenced under the
interest option, the entire interest in the Policy will be distributed (1)
within 5 years after such death, or (2) as annuity payments which will begin
within one year of such death and which will be made over the life of the
designated beneficiary (who must be a natural person under this option) or over
a period not extending beyond the life expectancy of that beneficiary. However,
if the beneficiary is the insured's surviving spouse, the surviving spouse may
elect an option with payments extending more than five years after the insured's
death (but not to exceed the beneficiary's life or life expectancy) at any time
until the later of (1) the end of the calendar year following the year of the
insured's death, or (2) the end of the calendar year in which the insured would
have attained the age of 70 1/2.

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 advisor.

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 Proper Notice 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 Separate Account and,
therefore, indirectly for the Policies. In addition, the Funds have advised us
that they are available to registered separate accounts of insurance companies,
other than AUL, offering variable annuity and variable life insurance policies.

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

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

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

We also reserve the right to establish additional Investment Accounts of the
Separate Account, each of which would invest

33
<PAGE>

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.

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 will generally be paid 4% of the initial premium.
Representatives will generally be paid 4% of the initial premium. Additional
commissions may be paid in certain circumstances. Other allowances and overrides
also may be paid.

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<PAGE>

AUL DIRECTORS AND EXECUTIVE OFFICERS

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

<PAGE>

Name

Jerry D. Semler Principal Occupation During Past Five Years
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

William T. Tindall Sr. Vice Pres., Pension Div., 8/97-present; Sr. Vice
Pres., Massachusetts Mutual Life Insurance Co.,
1993-1997; Vice Pres., Pension Marketing, Massachusetts
Mutual Life Insurance Co., 1987-1993.

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

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

Scott A. Kincaid Sr. 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, Inc.
575 McCormick Rd. 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. & CEO, 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; Dir., NBD Bank, N.A. (formerly Indiana
National Bank), 10/93-present; Dir., State Life,
11/94-present

35
<PAGE>

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 Corp. 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
<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. (formerly Trustcorp
Inc.) Co. 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-present; 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., Herif
Jones Corp., 10/95-present; Dir., State Life Ins. Co.,
11/94-present

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
11808 Rolling Springs Dr. Sheet 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

John C. Scully Director, 11/97-present; President and CEO, LIMRA International
2636 Ocean Dr., # 505 (6/92-11/97); Director, State Life Ins. Co.
Vero Beach, Florida

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

36
<PAGE>

STATE REGULATION

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

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

ADDITIONAL INFORMATION

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

INDEPENDENT AUDITORS

The consolidated balance sheets for AUL at December 31, 1997 and the related
consolidated statements of income, stockholders' equity and cash flows for the
year ended December 31, 1997, appearing herein have been audited by
PricewaterhouseCoopers 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, at present, 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.

Year 2000 Readiness Disclosure

In recent years, the Year 2000 problem has received extensive publicity.
The problem arises because most computer systems and programs were written with
dates expressed as a 2 digit code. Unless corrective steps are taken, on January
1, 2000, many systems may read the year "2000" as "1900" and date-related
computations either would not be processed or would be processed incorrectly.
This could have a material and adverse effect on financial institutions, such as
banks and insurance companies with unit investment trusts such as the AUL
American Individual Variable Life Unit Trust, as well as on the contractholders
and participants under the Contracts sold by AUL. To prevent this, AUL began
assessing the potential impact in early 1996 and adopted a detailed written work
plan in June, 1997 to deal with Year 2000 issues in AUL's systems, as well as
those of service providers who deal with AUL.

Due to the complexity of this issue and the ever-increasing
interrelationships of computer systems in the United States, it would be
extremely difficult for any company to state that it has or will achieve
complete Year 2000 compliance or to guarantee that its systems will not be
affected in any way on January 1, 2000. However, AUL currently believes that all
critical computer systems and software (those systems or software, which would
cause great disruption to AUL if they were inoperable for any length of time or
if they were to generate erroneous data) will, before January 1, 2000, be able
to function after that date. AUL is addressing its Year 2000 issues by using
both internal staff and external consultants to make necessary system changes,
by replacing hardware, operating systems, and application software, and by
remediating current application software. Although AUL has no reason to believe
that these steps will not be sufficient to avoid any material adverse impact
from Year 2000 issues, there can be no assurance that AUL's efforts will be
sufficient to avoid any adverse impact. This project is currently expected to
require more than 285,000 hours of labor at a cost of approximately $17,000,000,
which will be expensed against current operating funds.

As a part of its plan, AUL has also surveyed other primary service
providers to be sure that steps have been taken to address the Year 2000 issues.
Of course, there can be no assurances that the service providers will completely
address all challenges posed by Year 2000 issues. AUL will continue to
periodically monitor the status of such Year 2000 efforts.

FINANCIAL STATEMENTS

AUL's financial statements as of December 31, 1997, 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.

37
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
American United Life Insurance Company
Indianapolis, Indiana

We have audited the accompanying combined balance sheet of American United Life
Insurance Company(R) and affiliates as of December 31, 1997 and 1996, and the
related combined statements of operations, policyholders' surplus and cash flows
for the years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of American United Life
Insurance Company(R) and affiliates as of December 31, 1997 and 1996, and the
results of their operations their cash flows for the years then ended in
conformity with generally accepted accounting principles.

/s/ PricewaterhouseCoopers LLP

Indianapolis, Indiana
February 27, 1998

38
<PAGE>

COMBINED BALANCE SHEET

December 31, 1997 and 1996 1997(in millions)1996
-------------------------------------------------------------------------

Assets
Investments:
Fixed Maturities:
Available for sale at fair value ........... $ 1,653.8 $ 1,593.4
Held to maturity at amortized cost ......... 2,902.2 3,013.6
Equity securities at fair value ............. 18.6 15.2
Mortgage loans .............................. 1,120.4 1,114.6
Real estate ................................. 52.1 52.3
Policy loans ................................ 143.1 143.5
Short term and other invested assets ........ 102.0 43.8
Cash and cash equivalents ................... 41.2 20.2
-------------------------------------------------------------------------
Total investments ........................... 6,033.4 5,996.6

Accrued investment income ................... 79.3 82.1
Reinsurance receivables ..................... 244.3 209.5
Deferred acquisition costs .................. 421.2 348.2
Property and equipment ...................... 55.5 54.0
Insurance premiums in course of collection .. 72.9 47.5
Other assets ................................ 17.2 35.7
Assets held in separate accounts ............ 1,674.0 1,078.7
-------------------------------------------------------------------------
Total assets ................................ $ 8,597.8 $ 7,852.3
-------------------------------------------------------------------------
Liabilities and policyholders' surplus
Liabilities
Policy reserves ............................ $ 5,642.9 $ 5,688.6
Other policyholder funds ................... 175.2 176.2
Pending policyholder claims ................ 164.3 137.6
Surplus notes .............................. 75.0 75.0
Other liabilities and accrued expenses ..... 201.8 123.4
Liabilities related to separate accounts ... 1,674.0 1,078.7
-------------------------------------------------------------------------
Total liabilities ........................... 7,933.2 7,279.5
-------------------------------------------------------------------------
Unrealized appreciation of securities,
net of deferred income tax ................. 36.5 19.0
Policyholders' surplus ...................... 628.1 553.8
-------------------------------------------------------------------------
Total policyholders' surplus ................ 664.6 572.8
-------------------------------------------------------------------------
Total liabilities and policyholders' surplus $ 8,597.8 $ 7,852.3
-------------------------------------------------------------------------

39
<PAGE>

COMBINED STATEMENT OF POLICYHOLDERS' SURPLUS

Policyholders' surplus at beginning of year .... $ 572.8 $ 548.9
Net income ..................................... 74.3 52.1
Change in unrealized appreciation (depreciation)
of securities, net ............................. 17.5 (28.2)
- ----------------------------------------------------------------------------
Policyholders' surplus at end of year .......... $ 664.6 $ 572.8
- ----------------------------------------------------------------------------

COMBINED STATEMENT OF OPERATIONS

December 31, 1997 and 1996 1997(in millions)1996
- ---------------------------------------------------------------------------

Revenues:
Insurance premiums and other
considerations ............................... $ 413.9 $ 401.1
Policy and contract charges ................... 69.3 50.4
Net investment income ......................... 464.9 471.8
Realized investment gains ..................... 13.7 6.6
Other income .................................. 5.9 1.2
- ----------------------------------------------------------------------------
Total revenues ................................. 967.7 931.1
- ----------------------------------------------------------------------------
Benefits and expenses:
Policy benefits ............................... $ 386.2 $ 381.9
Interest expense on annuities and
financial products ........................... 257.3 261.6
Underwriting, acquisition and
insurance expenses ........................... 126.6 111.2
Amortization of deferred acquisition costs .... 53.2 49.8
Dividends to policyholders .................... 25.0 26.3
Interest expense on surplus notes ............. 5.8 5.1
Other operating expenses ...................... 9.5 8.7
- ----------------------------------------------------------------------------
Total benefits and expenses ................... 863.6 844.6
- ----------------------------------------------------------------------------
Income before income tax expense .............. 104.1 86.5
Income tax expense ............................ 29.8 34.4
- ----------------------------------------------------------------------------
Net income .................................... $ 74.3 $ 52.1
- ----------------------------------------------------------------------------

The accompanying notes are an integral part of the financial statements.

40
<PAGE>

COMBINED STATEMENT OF CASH Flows

December 31, 1997 and 1996 1997(in millions)1996
- ---------------------------------------------------------------------------
Cash flows from operating activities:
- ---------------------------------------------------------------------------
Net Income ..................................... $ 74.3 $ 52.1

Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization of deferred acquisition costs ..... 53.2 49.8
Depreciation ................................... 10.1 9.2
Deferred taxes ................................. 7.3 1.8
Realized investment gains ...................... (13.7) (6.6)
Policy acquisition costs capitalized ........... (90.8) (69.3)
Interest credited to deposit liabilities ....... 252.1 254.7
Fees charged to deposit liabilities ............ (32.9) (19.8)
Amortization and accrual of investment income .. (8.2) (6.2)
Increase in insurance liabilities .............. 140.2 93.9
Increase in noninvested assets ................. (66.3) (44.4)
Increase in other liabilities .................. 35.1 19.6

Net cash provided by operating activities ...... 360.4 334.8

Cash flows from investing activities:
Purchases:
Fixed maturities, Held to Maturity ............. (120.8) (194.4)
Fixed maturities, Available for Sale ........... (348.3) (477.7)
Equity securities .............................. (9.4) (24.7)
Mortgage loans ................................. (155.4) (169.1)
Real estate .................................... (1.9) (3.9)
Short term and other invested assets ........... (43.3) (2.6)

Proceeds from sales, calls or maturities:
Fixed maturities, Held to Maturity ............. 241.2 158.8
Fixed maturities, Available for Sale ........... 335.1 466.4
Equity securities .............................. 7.2 28.7
Mortgage loans ................................. 149.7 175.0
Real estate .................................... 4.3 3.1
Short term and other invested assets ........... 1.6 27.6

Net cash provided (used) by investing activities 60.0 (12.8)

Cash flows from financing activities:
Proceeds from issuance of surplus notes ........ 0 75.0
Deposits to insurance liabilities .............. 713.6 595.2
Withdrawals from insurance liabilities ......... (1,112.5) (984.6)
Change in policyholder dividend liability ...... (.9) 3.6
Decrease (increase) in policy loans ............ .4 (1.9)

Net cash used by financing activities .......... (399.4) (312.7)

Net increase in cash and cash equivalents ...... 21.0 9.3

Cash and cash equivalents beginning of year .... 20.2 10.9

Cash and cash equivalents end of year .......... $ 41.2 $ 20.2

The accompanying notes are an integral part of the financial statements.

41
<PAGE>

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

American United Life Insurance Company (AUL) is an Indiana domiciled mutual life
insurance company with headquarters in Indianapolis. AUL is licensed to do
business in 48 states and the District of Columbia and is an authorized
reinsurer in all states. AUL offers individual life and annuity products through
its career agent distribution system. AUL's qualified group retirement plans,
tax deferred annuities and other non-medical group products are marketed through
independent agents and brokers, as well as career agents who are supported by 29
regional sales offices located throughout the country. Life and pooled
reinsurance is marketed directly to other insurance companies. In 1997, AUL
International began operations to develop reinsurance partners in Central and
South America. The combined Company financial statements include the accounts of
AUL and its affiliate, The State Life Insurance Company (State Life).
Significant intercompany transactions have been excluded.

The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles (GAAP). AUL and State Life file
separate financial statements with insurance regulatory authorities which are
prepared on the basis of statutory accounting practices which are significantly
different from financial statements prepared in accordance with GAAP. These
differences are described in detail in Note 9 - Statutory Information.

The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

INVESTMENTS

Fixed maturity securities which may be sold to meet liquidity and other needs of
the Company are categorized as available for sale and are stated at fair value.
Fixed maturity securities which the Company has the positive intent and ability
to hold to maturity are categorized as held-to-maturity and are stated at
amortized cost. Equity securities are stated at fair value. Mortgage loans on
real estate are carried at amortized cost less an impairment allowance for
estimated uncollectible amounts. Real estate is reported at cost less allowances
for depreciation. Depreciation is provided (straight line) over the estimated
useful lives of the related assets. Investment real estate is net of accumulated
depreciation of $31.7 million and $28.8 million at December 31, 1997 and 1996,
respectively. Depreciation expense for investment real estate amounted to $2.5
million and $2.4 million for 1997 and 1996, respectively. Policy loans are
carried at their unpaid balance. Other invested assets are reported at cost plus
the Company's equity in undistributed net equity since acquisition. Short term
investments include investments with maturities of one-year or less and are
carried at cost which approximates market. Short term certificates of deposit
and savings certificates are considered to be cash equivalents. The carrying
amount for cash and cash equivalents approximates market.

Realized gains and losses on sale or maturity of investments are based upon
specific identification of the investments sold and do not include amounts
allocable to separate accounts. At the time a decline in value of an investment
is determined to be other than temporary, a provision for loss is recorded which
is included in realized investment gains and losses. Unrealized gains and
losses, resulting from carrying available-for-sale securities at fair value, are
reported in policyholders' surplus, net of deferred taxes.

DEFERRED POLICY ACQUISITION COSTS

Those costs of acquiring new business, which vary with and are primarily related
to the production of new business, have been deferred to the extent that such
costs are deemed recoverable. Such costs include commissions, certain costs of
policy underwriting and issue and certain variable agency expenses. These costs
are amortized with interest as follows:

For participating whole life insurance products, over the lesser of 30
years or the lifetime of the policy in relation to the present value of
estimated gross margins from expenses, investments and mortality,
discounted using the expected investment yield.

For universal life-type policies and investment contracts, over the lesser
of the lifetime of the policy or 30 years for life policies or 20 years for
other policies in relation to the present value of estimated gross profits
from surrender charges and investment, mortality and expense margins,
discounted using the interest rate credited to the policy.

For term life insurance products and life reinsurance policies, over the
lesser of the benefit period or 30 years for term life or 20 years for life
reinsurance policies in relation to the ratio of anticipated annual premium
revenue to the anticipated total premium revenue, using the same
assumptions used in calculating policy benefits.

For miscellaneous group life and individual and group health policies,
straight line over the expected life of the policy.

For credit insurance policies, the deferred acquisition cost balance is
primarily equal to the unearned premium reserve multiplied by the ratio of
deferrable commissions to premiums written.

Recoverability of the unamortized balance of deferred policy acquisition costs
is evaluated regularly. For universal life-type contracts, investment contracts
and participating whole life policies, the accumulated amortization is adjusted
(increased or decreased) whenever there is a material change in the estimated
gross profits or gross margins expected over the life of a block of business in
order to maintain a constant relationship between cumulative amortization and
the present value of gross profits or gross margins. For most other contracts,
the unamortized asset balance is reduced by a charge to income only when the
present value of future cash flows, net of the policy liabilities, is not
sufficient to cover such asset balance.

42
<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued)

ASSETS HELD IN SEPARATE ACCOUNTS

Separate accounts are funds on which investment income and gains or losses
accrue directly to certain policies, primarily variable annuity contracts and
equity-based pension and profit sharing plans. The assets of these accounts are
legally segregated, and are valued at fair value. The related liabilities are
recorded at amounts equal to the underlying assets; the fair value of these
liabilities is equal to their carrying amount.

PROPERTY AND EQUIPMENT

Property and equipment includes real estate owned and occupied by the Company.
Property and equipment is carried at cost, net of accumulated depreciation of
$41.6 million and $37.2 million as of December 31, 1997 and 1996, respectively.
The Company provides for depreciation of property and equipment using the
straight-line method over its estimated useful life. Depreciation expense for
1997 and 1996 was $7.6 million and $6.8 million, respectively.

PREMIUM REVENUE AND BENEFITS TO POLICYHOLDERS

The premiums and benefits for whole life and term insurance products and certain
annuities with life contingencies (immediate annuities) are fixed and
guaranteed. Such premiums are recognized as premium revenue when due. Group
insurance premiums are recognized as premium revenue over the time period to
which the premiums relate. Benefits and expenses are associated with earned
premiums so as to result in recognition of profits over the life of the
contracts. This association is accomplished by means of the provision for
liabilities for future policy benefits and the amortization of deferred policy
acquisition costs.

Universal life policies and investment contracts are policies with terms that
are not fixed and guaranteed. The terms that may be changed could include one or
more of the amounts assessed the policyholder, premiums paid by the policyholder
or interest accrued to policyholder balances. The amounts collected from
policyholders for these policies are considered deposits, and only the
deductions during the period for cost of insurance, policy administration and
surrenders are included in revenue. Policy benefits and claims that are charged
to expense include interest credited to contracts and benefit claims incurred in
the period in excess of related policy account balances.

RESERVES FOR FUTURE POLICY AND CONTRACT BENEFITS

Liabilities for future policy benefits for participating whole life policies are
calculated using the net level premium method and assumptions as to interest and
mortality. The interest rate is the dividend fund interest rate and the
mortality rates are those guaranteed in the calculation of cash surrender values
described in the contract. Liabilities for future policy benefits for term life
insurance and life reinsurance policies are calculated using the net level
premium method and assumptions as to investment yields, mortality and
withdrawals. The assumptions are based on projections of past experience and
include provisions for possible unfavorable deviation. These assumptions are
made at the time the contract is issued. Liabilities for future policy benefits
on universal life and investment contracts consist principally of policy account
values plus certain deferred policy fees which are amortized using the same
assumptions and factors used to amortize the deferred policy acquisition costs.
If the future benefits on investment contracts are guaranteed (immediate
annuities with benefits paid for a period certain) the liability for future
benefits is the present value of such guaranteed benefits. Claim liabilities
include provisions for reported claims and estimates based on historical
experience, for claims incurred but not reported.

INCOME TAXES

The provision for income taxes includes amounts currency payable and deferred
income taxes resulting from the temporary differences in the assets and
liabilities determined on a tax and financial reporting basis.

43
<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued)

2. INVESTMENTS:

The book value and fair value of investments in fixed maturity securities by
type of investment were as follows:
<TABLE>
<CAPTION>

December 31, 1997
- ----------------------------------------------------------------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
- ----------------------------------------------------------------------------------------------------------------
Available for sale: (in millions)
<S> <C> <C> <C> <C>

Obligations of U.S. government states,
political subdivisions end foreign governments $ 47.8 $ 4.0 $0.0 $ 51.8
Corporate securities ......................... 1,064.1 55.5 1.8 1,117.8
Mortgage-backed securities ................... 456.8 27.6 0.2 484.2
- ----------------------------------------------------------------------------------------------------------------
$ 1,568.7 $ 87.1 $2.0 $ 1,653.8
- ----------------------------------------------------------------------------------------------------------------

Held to maturity
Obligations of U.S. government, states,
political subdivisions and foreign governments $ 124.2 $ 6.2 $0.3 $ 130.1
Corporate securities ......................... 1,854.4 123.4 3.6 1,9742
Mortgage-backed securities ................... 923.6 55.5 0.2 978.9
- ----------------------------------------------------------------------------------------------------------------
$ 2,902.2 $185.1 $4.1 $ 3,083.2
- ----------------------------------------------------------------------------------------------------------------

Obligations of U.S. government, states,
political subdivisions end foreign governments $ 85.2 $ 1.9 $1.3 $ 85.8
Corporate securities ......................... 1,000.0 33.9 7.0 1,026.9
Mortgage-backed securities ................... 463.0 19.1 1.4 480.7
- ----------------------------------------------------------------------------------------------------------------
$ 1,548.2 $ 54.9 $9.7 $ 1,593.4
- ----------------------------------------------------------------------------------------------------------------

Held to maturity:
Obligations of U.S. government, states,
political subdivisions and foreign governments $ 132.0 $ 5.5 $ 1.1 $ 136.4
Corporate securities ......................... 1,891.1 100.1 14.0 1,977.2
Mortgage-backed securities ................... 990.5 44.9 4.4 1,031.0
- ----------------------------------------------------------------------------------------------------------------
$ 3,013.6 $ 150.5 $19.5 $ 3,144.6
- ----------------------------------------------------------------------------------------------------------------

</TABLE>

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

<TABLE>

<S> <C> <C> <C> <C> <C> <C>
Available for Sale Held to Maturity Total
Amortized Fair Amortized Fair Amortized Fair
(in millions) Cost Value Cost Value Cost Value
- -----------------------------------------------------------------------------------------------------------

Due in one year or less .............. $ 127.0 $ 127.2 $ 60.8 $ 61.5 $ 187.8 $ 188.7
Due after one year through five years 311.6 318.4 768.5 798.0 1,080.1 1,116.4
Due after five years through ten years 368.9 388.5 738.9 794.7 1,107.8 1,183.2
Due after ten years .................. 304.4 335.5 410.4 450.1 714.8 785.6
- -----------------------------------------------------------------------------------------------------------
1,111.9 1,169.6 1,978.6 2,104.3 3,090.5 3,273.9
Mortgage-backed securities ........... 456.8 484.2 923.6 978.9 1,380.4 1,463.1
- -----------------------------------------------------------------------------------------------------------
$ 1,568.7 $ 1,653.8 $ 2,902.2 $ 3,083.2 $ 4,470.9 $ 4,737.0
- -----------------------------------------------------------------------------------------------------------
</TABLE>

44
<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued)

Net investment income consisted of the following:

for years ended December 31 1997(in millions)1996
- ----------------------------------------------------------------------------
Fixed maturity securities $359.4 $364.0
Equity securities 2.5 2.0
Mortgage loans 100.9 104.4
Real estate 11.5 10.8
Policy loans 8.8 9.0
Other 7.3 6.1
- ----------------------------------------------------------------------------
Gross investment income 490.4 496.3
Investment expenses 25.5 24.5
- ----------------------------------------------------------------------------
Net investment income $464.9 $471.8
- ----------------------------------------------------------------------------

Net realized investment gains and (losses) include write downs and changes in
the reserve for losses on mortgage loans and foreclosed real estate of $(1.3)
million and $.5 million for 1997 and 1996, respectively. Proceeds from the
sales, maturities or calls of investments in fixed maturities during 1997 and
1996 were approximately $576.3 million and $625.2 million, respectively. Gross
gains of $11.6 million and $12.0 million, and gross losses of $1.3 million and
$6.9 million were realized in 1997 and 1996, respectively. The changes in
unrealized appreciation (depreciation) of fixed maturities amounted to
approximately $39.9 million and $(64.3) million in 1997 and 1996, respectively.

At December 31, 1997, the unrealized appreciation on equity securities of
approximately $2.3 million is comprised of $3.8 million in unrealized gains and
$1.5 million of unrealized losses and has been reflected directly in
policyholders' surplus. The change in the unrealized appreciation (depreciation)
of equity securities amounted to approximately $.9 million and $(1.1)million in
1997 and 1996, respectively.

The Company maintains a diversified mortgage loan portfolio and exercises
internal limits on concentrations of loans by geographic area, industry, use and
individual mortgagor. At December 31, 1997, the largest geographic concentration
of commercial mortgage loans was in California, Indiana, and Florida where
approximately 33% of the portfolio was invested. A total of 40% of the mortgage
loans have been issued on retail properties, primarily backed by long term
leases or guarantees from strong credits.

The Company has outstanding mortgage loan commitments at December 31, 1997, of
approximately $117.2 million. As of December 31, 1997, the carrying value of
investments that produced no income for the previous twelve month period was
$1.8 million.

3. INSURANCE LIABILITIES:

At December 31, 1997 and 1996, insurance liabilities consisted of the following:

<TABLE>
<CAPTION>
(in millions)
- ------------------------------------------------------------------------------------------------------------------------------------
Withdrawal Mortality or morbidity Interest rate
assumption assumption assumption 1997 1996
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

Future policy benefits:
Participating whole life contracts ........... Company Company 2.5% to 6.0% $ 594.5 $ 554.9
experience experience

Universal life-type contracts ................ n/a n/a n/a 376.4 352.0
Other individual life contracts .............. Company Company 6.8% to 10.0% 216.4 183.6
experience experience

Accident and health .......................... n/a n/a n/a 51.0 43.7
Annuity products ............................. n/a n/a n/a 4,213.6 4,397.1
Group life and health ........................ n/a n/a n/a 191.0 157.3
Other policyholder funds ..................... n/a n/a n/a 175.2 176.2
Pending policyholder claims .................. n/a n/a n/a 164.3 137.6
- ------------------------------------------------------------------------------------------------------------------------------------
Total insurance liabilities $ 5,982.4 $6,002.4
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

Participating life insurance policies under generally accepted accounting
principles represent approximately 9% and 11 % of the total individual life
insurance in force at December 31, 1997 and 1996, respectively. Participating
policies represented approximately 39% and 40% of life premium income for 1997
and 1996, respectively. The amount of dividends to be paid is determined
annually by the Board of Directors.

45
<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued)

4. EMPLOYEES' AND AGENTS' BENEFIT PLANS:

The Company has a noncontributory defined benefit pension plan covering
substantially all employees. Company contributions to the employee plan are made
annually in an amount between the minimum ERISA required contribution and the
maximum tax-deductible contribution. Contributions made to the Plan were $2.6
million in 1997 and $2.4 million in 1996. The net periodic pension cost was
$(.5) million and $.6 million for the years ended December 31, 1997 and 1996,
respectively. This includes service cost of $2.2 million and $3.5 million,
interest cost of $1.6 million and $1.4 million, and return on plan assets of
$4.3 million, and $4.3 million for the years ended December 31, 1997 and 1996,
respectively.

The following benefit information for the employees' defined benefit plan was
determined by independent actuaries as of January 1, 1997 and 1996,
respectively, the most recent actuarial valuation dates:

1997 (in millions) 1996

Actuarial present value of accumulated benefits
for the employees' defined benefit plan:
Vested $20.5 $20.1
Nonvested 2.0 .2
- --------------------------------------------------------------------------------
Total accumulated benefits $22.5 $20.3
- --------------------------------------------------------------------------------
Related net assets available for plan benefits $34.0 $28.8
- --------------------------------------------------------------------------------

The Company has a defined contribution plan and a 401(k) plan covering employees
who have completed one full calendar year of service. Annual contributions are
made by the Company in amounts based upon the Company's financial results.
Company contributions to the plan during 1997 and 1996 were $1.4 million and
$1.7 million, respectively.

The Company has a defined contribution pension plan and a 401(k) plan covering
substantially all of the agents, except general agents. Contributions of 3% of
defined commissions (plus 3% for commissions over the Social Security wage base)
are made to the pension plan. An additional contribution of 3% of defined
commissions are made to a 401(k) plan. Company contributions expensed for these
plans for 1997 and 1996 were $268,000 and $612,000, respectively.

The funds for all plans are held by the Company under deposit administration and
group annuity contracts.

The Company also provides certain health care and life insurance benefits (post
retirement benefits) for retired employees and certain agents (retirees).
Employees and agents with at least 10 years of plan participation may become
eligible for such benefits if they reach retirement age while working for the
Company.

The net periodic post retirement benefit cost was $1,035,000 and $956,000 for
the year ended December 31, 1997 and 1996, respectively. This includes service
cost of $336,000 and $255,000, interest cost of $697,000 and $645,000,
amortization of unrecognized loss of $2,000 and $56,000 for the years ended
December 31, 1997 and 1996, respectively.

Accrued post retirement benefits as of December 31: 1997(in millions)1996
- --------------------------------------------------------------------------------
Accumulated post retirement benefit obligation (APBO):
Retirees and their dependents $5.2 $ 4.6
Active employees fully eligible to retire and
receive benefits 3.1 2.6
Active employees not fully eligible 2.6 2.7
Unrecognized loss (1.6) (1.0)
- --------------------------------------------------------------------------------
Total APBO $9.3 $ 8.9
- --------------------------------------------------------------------------------

The assumed discount rate used in determining the accumulated post retirement
benefit was 7.00% and the assumed health care cost trend rate was 10% graded to
5% until 2004. Compensation rates were assumed to increase 6% at each year end.
The health coverage for retirees 65 and over is capped in the year 2000. The
health care cost trend rate assumption has an effect on the amounts reported. An
increase in the assumed health care cost trend rates by one percentage point
would increase the accumulated post retirement benefit obligation as of December
31, 1997, by $885,000 and increase the accumulated post retirement benefit cost
for 1997 by $126,000.

46
<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued)

5. FEDERAL INCOME TAXES:

A reconciliation of the income tax attributable to continuing operations
computed at U.S. federal statutory tax rates to the income tax expense included
in the statement of operations follows:

for years ended December 31 1997 (in millions) 1996
- --------------------------------------------------------------------------------
Income tax computed at statutory tax rate $36.3 $30.3
Tax exempt income (1.5) (1.6)
Mutual company differential earnings amount 6.1 7.5
Prior year differential earnings amount (3.7) (5.6)
Other (7.4) 3.8
- --------------------------------------------------------------------------------
Federal income tax $29.8 $34.4
- --------------------------------------------------------------------------------

The components of the provision for income taxes on earnings included current
tax provisions of $22.5 million and $32.6 million for the years ended December
31, 1997 and 1996, respectively, and deferred tax expense of $7.3 million and
$1.8 million for the years ended December 31, 1997 and 1996, respectively.

Deferred income tax assets (liabilities)
as of December 31: 1997 1996
- --------------------------------------------------------------------------------
(in millions)

Deferred policy acquisition costs $(137.0) $(110.9)
Investments (12.0) (8.1)
Insurance liabilities 154.7 139.0
Unrealized appreciation of securities (21.9) (11.2)
Other (4.7) (4.9)
- --------------------------------------------------------------------------------
Deferred income tax assets (liabilities) $ (20.9) $ 3.9
- --------------------------------------------------------------------------------

Federal income taxes paid were $28.6 million and $39.0 million for 1997 and
1996, respectively.

6. REINSURANCE:

The Company is a party to various reinsurance contracts under which it receives
premiums as a reinsurer and reimburses the ceding companies for portions of the
claims incurred. At December 31,1997 and 1996, life Reinsurance assumed was
approximately 71% and 67%, respectively, of life insurance in force.

The Company cedes that portion of the total risk on an individual life in excess
of $1,500,000. For accident and health and disability policies, the Company has
established various limits of coverage it will retain on any one policy owner
and cedes the remainder of such coverage.

Certain statistical data with respect to reinsurance follows:

for years ended December 31 1997 1996
- --------------------------------------------------------------------------------
(in millions)

Direct statutory premiums $369.4 $353.1
Reinsurance assumed 253.9 214.8
Reinsurance ceded 132.3 109.8
- --------------------------------------------------------------------------------
Net premiums 491.0 458.1
- --------------------------------------------------------------------------------
Reinsurance recoveries $103.4 $ 73.5
- --------------------------------------------------------------------------------

The Company accounts for all reinsurance agreements as transfers of risk. If
companies to which reinsurance has been ceded are unable to meet obligations
under the reinsurance agreements, the Company would remain liable. Six
reinsurers account for approximately 57% of the Company's December 31, 1997,
ceded reserves for life and accident and health insurance. The remainder of such
ceded reserves is spread among numerous reinsurers.

7. SURPLUS NOTES AND LINES OF CREDIT:

On February 16, 1996, the Company issued $75 million of Surplus Notes, due March
30, 2026. Interest is payable semi-annually on March 30, and September 30 at a
7.75% annual rate. Any payment of interest on or principal of the Notes may be
made only with the prior approval of the Commissioner of the Indiana Department
of Insurance. The Surplus Notes may not be redeemed at the option of AUL or any
holder of the Surplus Notes. Interest paid during 1997 was $5.8 million. The
Company has available a $125 million committed credit facility. No amounts have
been drawn as of December 31, 1997.

8. COMMITMENTS AND CONTINGENCIES:

Various lawsuits have arisen in the ordinary course of the Company's business.
In each of the matters, the Company believes the ultimate resolution of such
litigation will not result in any material adverse impact to operations or
financial condition of the Company.

Pursuant to an Investment Agreement with Indianapolis Life Insurance Company and
the Indianapolis Life Group of Companies (IL Group), the Company has agreed to
purchase from IL Group $27 million of common stock. As of December 31,1997, $8.9
million of this stock was purchased, with an additional $18.1 million committed
to be purchased upon the approval of the Insurance

47
<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued)

Departments of various states. Upon purchase of the full commitment, the Company
will own 25% of IL Group's issued and outstanding stock.

9. STATUTORY INFORMATION:

AUL and State Life prepare statutory financial statements in accordance with
accounting Principles and practices prescribed or permitted by the Indiana
Department of Insurance. Prescribed statutory accounting practices (SAP)
currently include state laws, regulations and general administrative rules
applicable to all insurance enterprises domiciled in a particular state, as well
as practices described in National Association of Insurance Commissioners'
(NAIC) publications.

A reconciliation of SAP surplus to GAAP surplus at December 31 follows:

for years ended December 31 1997 (in millions) 1996
- --------------------------------------------------------------------------------
SAP surplus $464.2 $407.9
Deferred policy acquisition costs 447.4 362.7
Adjustments to policy reserves (303.1) (278.3)
Asset valuation and interest maintenance reserves 86.1 106.4
Unrealized gain on invested assets, net 36.5 19.0
Surplus notes (75.0) (75 0)
Deferred income taxes 1.0 16.8
Other, net 7.5 13.3
- --------------------------------------------------------------------------------
GAAP surplus $664.6 $572.8
- --------------------------------------------------------------------------------

A reconciliation of SAP net income to GAAP net income for the years ended
December 31 follows:

for years ended December 31 1997 (in millions) 1996
- --------------------------------------------------------------------------------
SAP income $41.8 $ 51.4
Deferred policy acquisition costs 37.6 19.5
Adjustments to policy reserves (9.2) (15.0)
Deferred income taxes (7.3) (1.8)
Other, net 11.4 (2.0)
- --------------------------------------------------------------------------------
GAAP net income $74.3 $52.1
- --------------------------------------------------------------------------------

Life insurance companies are required to maintain certain amounts of assets on
deposit with state regulatory authorities. Such assets had an aggregate carrying
value of $4.5 million at December 31,1997.

10. FAIR VALUE OF FINANCIAL INSTRUMENTS:

The disclosure of fair value information about certain financial instruments is
based primarily on quoted market prices. The fair values of short-term
investments and accrued investment income approximate the carrying amounts
reported in the balance sheets. Fair values for fixed maturity and equity
securities, and surplus notes are based on quoted market prices where available.
For fixed maturity securities not actively traded, fair values are estimated
using values obtained from independent pricing services, or in the case of
private placements, are estimated by discounting expected future cash flows
using a current market rate applicable to the yield, credit quality and maturity
of the investments. The fair value of the aggregate mortgage loan portfolio was
estimated by discounting the future cash flows using current rates at which
similar loans would be made to borrowers with similar credit ratings for similar
maturities.

The estimated fair values of the liabilities for policyholder funds approximate
the statement values because interest rates credited to account balances
approximate current rates paid on similar funds and are not generally guaranteed
beyond one year. Fair values for other insurance reserves are not required to be
disclosed. However, the estimated fair values for all insurance liabilities are
taken into consideration in the Company's overall management of interest rate
risk, which minimizes exposure to changing interest rates through the matching
of investment maturities with amounts due under insurance contracts. The fair
values of certain financial instruments along with their corresponding carrying
values at December 31,1997 and 1996 follow.

- --------------------------------------------------------------------------------
1997 (in millions) 1996

Carrying Fair Carrying Fair
Amount Value Amount Value
- --------------------------------------------------------------------------------
Fixed maturity securities:
Available for sale $1,653.8 $1,653.8 $1,593 4 $1,593.4
Held to Maturity 2,902.2 3,083.2 3,013.6 3,144.6
Equity securities 18.6 18.6 15.2 15.2
Mortgage loans 1,120.4 1,201.0 1,114.6 1,186.3
Policy loans 143.1 143.1 143.5 143.5
Surplus notes 75.0 79.5 75.0 73.0

- --------------------------------------------------------------------------------

48
<PAGE>
================================================================================
No dealer, salesman or any other person is authorized by the AUL
American Individual Variable Life Unit Trust or by AUL to give any
information or to make any representation other than as contained in
this Prospectus in connection with the offering described herein.

AUL has filed a Registration Statement with the Securities and
Exchange Commission, Washington, D.C. For further information
regarding the AUL Modified Single Premium Variable Life policies, AUL
and its variable products, please reference the Registration statement
and the exhibits filed with it or incorporated into it. All contracts
referred to in this prospectus are also included in that filing.
================================================================================

MODIFIED SINGLE PREMIUM VARIABLE LIFE

Sold By

AMERICAN UNITED
LIFE INSURANCE COMPANY(R)

One American Square
Indianapolis, Indiana 46282

PROSPECTUS

Dated: May 1, 1999

================================================================================

49
<PAGE>

PART II

UNDERTAKING TO FILE REPORTS

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

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

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

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

SECTION 26(E)(2) REPRESENTATION

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

RULE 6E-3(T) REPRESENTATION

This filing is made pursuant to Rule 6e-3(T) and Rule 6c-3 under the Investment
Company Act of 1940.

<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This Post-Effective Amendment to the Registration Statement on Form S-6
comprises the following papers and documents:
The facing sheet.
Reconciliation and tie.
The Prospectus (including illustrations).
The undertaking to file reports.
The undertaking pursuant to Rule 484.
The representation pursuant to Section 26(e)(2).
The Rule 6e-3(T) representation.
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

(4) Inapplicable

(5) (a) Form of Modified Single Premium Variable Life
Insurance Policy(2)

(b) Form of Last Survivor Rider(1)

(d) Form of Guaranteed Insurance Option(1)

2
<PAGE>

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

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

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

(h) Form of Automatic Increase Rider(1)

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

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

(k) Form of Joint First-to-Die Level Term Insurance
Rider(1)

(6) (a) Certification of Articles of Merger of American
Central Life Insurance Company and United Mutual
Life Insurance Company (3)

(b) Articles of Merger of American Central Life
Insurance Company and United Mutual Life
Insurance Company (3)

(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 (3)

(d) Form of Participation Agreement between American
United Life Insurance Company(R) and Fidelity
Variable Insurance Products Fund II (3)

(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 Variable Universal Life
Insurance Policy(4)

3
<PAGE>

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

3. Inapplicable

4. Inapplicable

5. Inapplicable

6. Consent of Independent Accountants(5)

7. Consent of Dechert Price & Rhoads(2)

8. Opinion of Actuary(2)

9. Memorandum Describing Issuance, Transfer, and Redemption
Procedures(2)

10. Powers of Attorney(3)
- ---------------

(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. 333-32531)
filed with the Securities and Exchange Commission on July 31, 1997.

(2) Filed with the Registrant's initial registration statement on Form
S-6 (File No. 333-32531) on July 31, 1997.

(3) Filed with the Registrant's Post-Effective Amendment No. 1 to the
Registration Statement on Form S-6 (File No. 333-32553) on
April 30, 1998.

(4) Filed with the Registrant's Post-Effective Amendment No. 2 to the
Registration Statement on Form S-6 (File No. 333-32553) on May 1, 1999.

(5) To be filed with the Registrant's Post-effective Amendment No. 3 (File
333-32553) on or before May 1, 1999.

<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
Post-Effective Amendment to the Registration Statement (Form S-6) to be signed
on its behalf by the undersigned thereunto duly authorized, in the City of
Indianapolis, and the State of Indiana, on the 2nd day of March, 1999.

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
Post-Effective Amendment no. 2 to the 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 March 2, 1999

James W. Murphy* Principal Financial and Accounting Officer March 2, 1999

Steven C. Beering, M.D.* Director March 2, 1999

Arthur L. Bryant* Director March 2, 1999

James E. Cornelius* Director March 2, 1999

James E. Dora* Director March 2, 1999

Otto N. Frenzel III* Director March 2, 1999

David W. Goodrich Director March 2, 1999

William P. Johnson* Director March 2, 1999

James T. Morris Director March 2, 1999

R. Stephen Radcliffe* Director March 2, 1999

Thomas E. Reilly, Jr. Director March 2, 1999

William R. Riggs Director March 2, 1999

Yvonne H. Shaheen* Director March 2, 1999

Frank D. Walker* Director March 2, 1999

</TABLE>

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

<PAGE>

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

EXHIBITS FILED WITH
FORM S-6

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

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

<TABLE>

<S> <C>

Exhibit Exhibit
Number in Form Numbering
S-6, Item 24(b) Value Name of Exhibit
- ---------------- --------- ---------------

1.(5)(l) EX-99.1(5)(l) Form of Long-Term Care Accelerated Death
Benefit Rider

1.(5)(m) EX-99.1(5)(m) Form of Long-Term Care Joint First-to-Die
Accelerated Death Benefit Rider

1.(10) EX-99.1(10) Form of Application for Variable Universal
Life Insurance Policy

</TABLE>

- --------------------------------------------------------------------------------
EXHIBIT 1.(5)(l)

FORM OF OF LONG-TERM CARE ACCELERATED DEATH BENEFIT
RIDER
- --------------------------------------------------------------------------------
LONG-TERM CARE ACCELERATED DEATH BENEFIT RIDER

This rider is part of your policy. The effective date of this rider is the Issue
Date shown on the Policy Data page. This rider is effective at the same time as
the policy, unless a later date is shown on the Policy Data Page.

By attachment of this rider, the policy is amended as follows:

American United Life Insurance Company (AUL) will pay an acceleration of the
Death Benefit of the policy and an additional Extended Long-Term Care Benefit,
for long-term care expenses incurred by the Insured, subject to the terms of the
rider.

Important Notice

Caution: The issuance of this long-term care insurance rider is based upon your
responses to the questions on your application. A copy of your application is
enclosed. If your answers are incorrect or untrue, we have the right to deny
benefits or rescind your rider. The best time to clear up any questions is now,
before a claim arises! If, for any reason, any of your answers are incorrect or
untrue, contact us at: American United Life Insurance Company One American
Square, P.O. Box 368 Indianapolis, Indiana 46206-0368

Notice of 30-Day Right to Examine and Return this Rider

You may cancel this rider by returning it to us within 30 days after the date
you receive it. Return it by mailing or delivering it to us at the address shown
above or to your agent or broker. It will be considered returned upon being
postmarked, properly addressed and postage paid. Any cost of insurance that may
have been deducted from the Account Value for this rider will be credited back
to the Account Value. The rider will then be void from its Issue Date.

Notice to Buyer Regarding the Long-Term Care Benefit Provided by this Rider

This rider may not cover all of the costs associated with long-term care
incurred by the buyer during the period of coverage. The buyer is advised to
review carefully all rider terms and limitations.

Notice to All Persons Eligible for MEDICARE

This is not a Medicare supplement policy. If an Insured is eligible for
Medicare, review the Medicare supplement buyer's guide available from the
company.

Notice Regarding Tax Implications of the Long-Term Care Benefit

This long-term care insurance rider is intended to be a qualified long-term care
insurance policy under section 7702B(b) and/or section 101(g) of the Internal
Revenue Code. As with all tax matters, you should consult your personal tax
advisor to assess the impact of these benefits.

LR-167 Page 1 of 11
<PAGE>

Rider Cost of Insurance Charges

We have issued this rider in consideration of the payment of the initial premium
and the statements made in your application. Each month we will deduct the cost
of insurance for this rider from the Account Value of the policy.

We will determine the cost of insurance rates for this rider. We may change
these rates from time to time, but they will never be more than the rates shown
in the Table of Guaranteed Maximum Cost of Insurance Rates for this rider, found
on the Policy Data Page. Any change will be made on a uniform basis and shall
apply to all Insureds belonging to the same sex, age and premium rate class.

Rider Definitions

Activities of Daily Living - Those activities which define an Insured's
independence in day-to-day functioning. Those activities include bathing,
continence, dressing, eating, toileting, and transferring, and they are defined
as follows:

Bathing: washing oneself by sponge bath; or in either tub or shower,
including the task of getting into or out of the tub or shower.

Continence: the ability to maintain control of bowel and bladder function;
or, when unable to maintain control of bowel or bladder function, the
ability to perform associated personal hygiene (including caring for
catheter or colostomy bag).

Dressing: putting on and taking off all items of clothing and any necessary
braces, fasteners or artificial limbs.

Eating: feeding oneself by getting food into the body from a receptacle
(such as a plate, cup or table) or by a feeding tube or intravenously.

Toileting: getting to and from the toilet, getting on and off the toilet,
performing associated personal hygiene.

Transferring: moving into and out of a bed, chair or wheelchair.

Adult Day Care - A program for six (6) or more individuals of social and health
related services provided during the day in a community group setting for the
purpose of supporting frail, impaired elderly or other disabled adults who can
benefit from care in a group setting outside the home.

Adult Day Care Center - An organization that provides a program of Adult Day
Care and is state licensed, if the state in which it is located licenses Adult
Day Care facilities. If the state does not license such facilities, the Adult
Day Care Center must meet the following criteria:

1. Operates at least 5 days a week for a minimum of 8 hours a day and is
not an overnight

LR-167 Page 2 of 11
<PAGE>

facility;

2. Maintains a written record for each client that includes a Plan of Care
and a record of all services provided;

3. Has established procedures for obtaining appropriate aid in the event of
a medical emergency;

4. Maintains a client-to-staff ratio of no more than eight to one.

5. Its staff includes: a full-time director, and one or more registered
nurses in attendance during operating hours for at least 4 hours a day.

Assisted Living Facility - Any institution, place, building or agency, licensed
by the state if such licensure is required, which provides personal care and
services to five or more individuals, in accordance with the following criteria:

1. Provides 24-hour-a-day care and services sufficient to support needs
resulting from an inability to perform Activities of Daily Living or from
Cognitive Impairment;

2. Provides an employee on duty at all times who is awake, ready to provide
care, and trained to provide care;

3. Provides three meals a day, including special dietary requirements;

4. Has formal arrangements for the services of a Physician or nurse to
furnish medical care in the event of an emergency; and

5. Is authorized to administer medication to patients on the orders of a
Physician.

Chronically Ill Individual - An Insured who has been certified by a Licensed
Health Care Practitioner during the preceding 12-month period as:

1. expected to be unable to perform (without substantial assistance from
another individual) at least two Activities of Daily Living for a period of
at least 90 days due to a loss of functional capacity;

2. having a level of disability similar to the level of disability
described in (A) as may be determined under regulations to be prescribed by
the Secretary of the Treasury; or

3. requiring substantial supervision to protect the Insured from threats to
health and safety due to severe Cognitive Impairment.

Cognitively Impaired, Cognitive Impairment - Significant deterioration or
significant loss in an Insured's intellectual capacity as measured and confirmed
by clinical evidence and standardized tests which reliably measure impairment in
the following areas:

1. An Insured's short or long-term memory;

2. An Insured's orientation as to person (such as who they are), place
(such as their location), and time (such as date and year);

3. An Insured's deductive or abstract reasoning; or

4. An Insured's judgment as it relates to safety awareness.

Extended Long-Term Care Benefit - The long-term care benefit available after the
Long-Term Care Benefit Balance has been reduced to zero. The maximum amount of
the Extended Long-Term Care Benefit is equal to 12 times the Monthly Benefit
Limit at the time long-term care begins.

Home - The place of your permanent residence, including an Assisted Living
Facility. Home does not include any hospital or any facility for the treatment
of alcoholism, drug addiction or mental illness.

LR-167 Page 3 of 11
<PAGE>

Home Health Aide - A non-professional employee of a Home Health Care Agency.

Home Health Care - Care or treatment of an Insured at Home. Home Health Care
must include one or more professional nursing procedures and/or the services of
a licensed physical therapist, speech therapist, respiratory therapist or
occupational therapist; or assistance with Activities of Daily Living provided
by a Home Health Aide.

Home Health Care Agency - A public agency or private organization, or a
subdivision of an agency which is licensed as a Home Health Care Agency by the
state in which the care is provided.

If the state in which the care is provided does not license Home Health Care
Agencies, an agency or organization will be considered a Home Health Care Agency
for purposes of this rider if:

1. it is regularly engaged in providing Home Health Care services under the
regular supervision of a registered nurse;

2. it maintains a daily record of the care of each patient; and

3. it provides each patient with a planned program of observation and
treatment or assistance appropriate for the condition of the patient.

An agency or organization that is approved to provide Home Health Care for
Medicare benefits will be deemed to be a Home Health Care Agency for purposes of
this policy. However, approval by Medicare is not required.

Immediate family - The parents, stepparents, grandparents, spouse, children
(adopted, natural or step), siblings, grandchildren or in-laws of an Insured.

Licensed Health Care Practitioner - Any Physician, any registered professional
nurse or licensed social worker, or other individual who meets such requirements
as may be prescribed by the U.S. Secretary of the Treasury.

Long-Term Care Accelerated Death Benefit - The long-term care benefit available
by the acceleration of the Death Benefit of the life insurance policy to which
this rider is attached, less any outstanding loans and loan interest.

Long-Term Care Benefit Balance - The maximum long-term care benefit available
from the Long- Term Care Accelerated Death Benefit of this rider. It is equal to
the Death Benefit of the life insurance policy to which the rider is attached
less any outstanding loan and loan interest.

Long-Term Care Facility - An institution, or distinct part of an institution,
which is licensed as such by the appropriate state licensing agency. If the
Long-Term Care Facility operates in a state in which licensure is not required,
the facility will be considered a Long-Term Care Facility by this rider if it:

1. provides, in addition to room and board accommodations, nursing care and
related services on a continuing basis to 6 or more individuals;

LR-167 Page 4 of 11
<PAGE>

2. provides, on a formal prearranged basis, a registered nurse who is on
duty or on call at all times;

3. has a planned program of policies and procedures developed with the
advice of, and periodically reviewed by at least one Physician; and

4. maintains a clinical record of each patient.

Provided that all the above criteria are met, a nursing home, an Assisted Living
Facility, a residential care facility, a personal care facility, or an
Alzheimer's facility may qualify as a Long-Term Care Facility.

A Long-Term Care Facility does not include: a hospital; a rest home; your Home
including a continuing care retirement community or similar entity; or a
facility for the treatment of alcoholism, drug addiction or mental illness.

Long-Term Care Services - Necessary diagnostic, preventive, therapeutic, curing,
treating, mitigating, and rehabilitative services, and maintenance or personal
care services. Maintenance or personal care services means any care the primary
purpose of which is the provision of needed assistance with any of the
disabilities which define the Insured as a Chronically Ill Individual (including
the protection from threats to health and safety due to severe Cognitive
Impairment).

Medicare -The Health Insurance for the Aged Act, Title XVIII of the United
States Social Security Amendments of 1965, as then constituted or later amended.

Mental or Nervous Disorder - Neurosis, psychoneurosis, psychopathy, psychosis,
or mental or emotional disease or disorder. Mental or Nervous Disorder does not
include: Alzheimer's disease, Parkinson's disease, or similar forms of senility
or irreversible dementia.

Monthly Benefit Limit - The maximum long-term care benefit we will pay each
month, as defined by this rider.

Physician - A person who satisfies the definition of "physician" in 1861(r)(1)
of the Social Security Act (42 U.S.C 1395x(r)(1)), who is legally qualified and
licensed by the state in which he or she is practicing, and is operating within
the scope of that license.

Plan of Care - A written document prepared under the direction of and signed by
a Licensed Health Care Practitioner that prescribes, identifies or specifies
Long-Term Care Services consistent with the assessment by the Licensed Health
Care Practitioner that an Insured is a Chronically Ill Individual.

Preexisting Condition - A condition for which medical advice or treatment was
recommended by, or received from a provider of health care services, within six
(6) months preceding the Contract Date of the policy.

Proof of Loss - The information necessary to take final action on payment of a
claim, including but not limited to: the name of the Insured, the policy number,
the completed claim form, the bill of incurred charges, appropriate medical
opinions and applicable medical records.

LR-167 Page 5 of 11
<PAGE>

Unable to Perform - The need for substantial human assistance. It does NOT mean
the need for occasional or intermittent assistance.

Waiting Period -The initial 90 days in which the Insured receives long-term
care, but for which no benefits will be paid at any time.

Your Long-Term Care Benefit: Eligibility

Waiting Period - The Waiting Period for all Long-Term Care Services is 90 days
of care. The 90 days of care may be completed consecutively or intermittently,
but must be completed within a period of 270 consecutive days. Any time 90 days
of care have been completed within any period of 270 consecutive days, the
Waiting Period will be considered satisfied.

A new Waiting Period is required only if the Insured receives no Long-Term Care
Services for a period of 270 consecutive calendar days.

No long-term care benefit is provided for care received during the Waiting
Period.

Each day or portion of a day in a Long-Term Care Facility equals one day of
care. Each day in which any Home Health Care or Adult Day Care is delivered
equals one day of care. Each day in which any combination of types of care is
provided equals one day of care.

Limitations or Conditions on Eligibility for Benefit - The Insured is eligible
for the long-term care benefit only if:

1. This rider is in force and the maximum rider benefit has not been exhausted;

2. The Insured has satisfied the required Waiting Period (no benefits will be
paid at any time for care which is received during the Waiting Period);

3. A Licensed Health Care Practitioner acceptable to us certifies during the
preceding 12-month period that the Insured is a Chronically Ill Individual;

4. Long-Term Care Services are provided pursuant to a Plan of Care prescribed by
a Licensed Health Care Practitioner; and

5. The care is provided:

a. in a Long-Term Care Facility as defined by this rider;

b. in an Adult Day Care Center as defined by this rider;

c. at Home by a Home Health Care Agency as defined by this rider; or

d. in a less expensive location, provided you request the alternative and
provide us with any information we require to make the decision.

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Certain types of care and conditions are excluded from eligibility for the
long-term care benefit. Those excluded are:

1. Care received outside the United States;

2. Care provided by a member of the Insured's Immediate Family;

3. Services or supplies that are paid by Medicare, or any other
governmental program except Medicaid;

4. Care received due to an intentionally self-inflicted injury;

5. Care provided due to an injury received as a result of participation in
a felony, riot or insurrection;

6. Care provided due to a Mental or Nervous Disorder; alcoholism or drug
addiction; or

7. Care for which no charge is normally made in the absence of insurance.

These conditions are subject to all other terms of the policy and the policy
definitions.

Determination of Chronically Ill Status - A Licensed Health Care Practitioner
acceptable to us must certify that the Insured is a Chronically Ill Individual.
We reserve the right to periodically request a recertification that the Insured
is a Chronically Ill Individual.

Preexisting Conditions - Long-Term Care Services that result from an Insured's
Preexisting Condition will not be excluded from eligibility for the long-term
care benefit solely because they result from a Preexisting Condition. This is
subject to all other terms and conditions of this rider, including the
contestability provision.

Alzheimer's Disease and Parkinson's Disease - If the Insured who develops
Alzheimer's disease, Parkinson's disease, or similar forms of senility or
irreversible dementia, the Insured will be eligible for the long-term care
benefit, subject to all other terms and conditions of the rider.

Your Long-Term Care Benefit: Amount of Benefit

Maximum Long-Term Care Benefit- The maximum Long-Term Care Accelerated Death
Benefit is called the Long-Term Care Benefit Balance. It is equal to the Death
Benefit of the life insurance policy to which this rider is attached less any
outstanding loan and loan interest. The initial Long- Term Care Benefit Balance
is found on the Policy Data Page.

The Long-Term Care Benefit Balance will be adjusted when benefits are paid.
Refer to the Interaction of this Rider and the Life Insurance Policy provision
for further explanantion.

This rider also provides an Extended Long-Term Care Benefit, which becomes
available after the Long-Term Care Benefit Balance has been reduced to zero. The
maximum amount of the Extended Long-Term Care Benefit is equal to 12 times the
Monthly Benefit Limit at the time long-term care begins.

LR-167 Page 7 of 11
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Frequency of Long-Term Care Benefit Payment - The long-term care benefit
provided by this rider is designed to be paid monthly. The long-term care
benefit is not available in a lump sum payment.

Monthly Benefit Limit - We will pay the actual charges incurred each month by
the Insured, up to the Monthly Benefit Limit. The Monthly Benefit Limit is equal
to 1/36th of the Long-Term Care Benefit Balance at the beginning of a claim, up
to a limit of $10,000.

Example: Long-Term Care Benefit Balance: $100,000
Monthly Benefit Limit Amount: 1/36 of Long-Term Care Benefit Balance
Monthly Benefit Limit: $100,000 x 1/36th = $2,778

When the Insured receives care in a Long-Term Care Facility, we will pay the
actual monthly charges up to 100% of the Monthly Benefit Limit.

When the Insured receives Home Health Care, we will pay the actual monthly
charges up to 100% of the Monthly Benefit Limit.

When the Insured receives Adult Day Care, we will pay the actual monthly charges
for Adult Day Care up to 50% of the Monthly Benefit Limit.

Example: Monthly Benefit Limit: $2,778
Maximum Adult Day Care Monthly Benefit: $2,778 x 50% = $1,389

Any reduction in the Death Benefit of the policy due to a Partial Surrender may
reduce the Monthly Benefit Limit. In addition, if there are any outstanding
loans or loan interest when the Long-Term Care Services begin, a portion of the
monthly long-term care benefit will be used to repay the outstanding policy loan
and loan interest, thus reducing the amount available for long-term care
expenses.

The Monthly Benefit Limit will not change during a continuous period of care.
When the Insured has been without care for 270 days, a new Monthly Benefit Limit
will be recalculated based on the new Long-Term Care Benefit Balance. When the
Insured once again begins to receive Long-Term Care Services, we will pay the
actual charges up to the prior Monthly Benefit Limit or the new Monthly Benefit
Limit, whichever is greater.

Length of the Long-Term Care Benefit - Subject to the terms and conditions of
this rider and the policy to which it is attached, the Long-Term Care
Accelerated Death Benefit will last until the Long- Term Care Benefit Balance
has been exhausted. The Extended Long-Term Care Benefit will last until the
maximum Extended Long-Term Care Benefit (12 times the Monthly Benefit Limit) has
been depleted.

LR-167 Page 8 of 11
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Note: The Adult Day Care benefit is available for a lifetime maximum of 365
days.

Exhaustion of the Long-Term Care Benefit Balance - If payment of benefits causes
the Long- Term Care Benefit Balance to equal zero, no Death Benefit Proceeds
will be paid from the policy upon the death of the surviving Insured.

Your Long-Term Care Benefit: Claims

Request for Payment of Claim - We need Proper Notice of Proof of Loss in order
to pay a claim. When Long-Term Care Services initially begin, call us or send us
a written request for payment of the long-term care benefit. Be sure to identify
yourself, the Insured and the policy number.

Claim Forms - We will send you special claim forms after we receive your initial
request for payment of the long-term care benefit. Use of our claim forms will
expedite payment of your claim. Within 60 days of the date that Long-Term Care
Services began or as soon as reasonably possible, send us the completed claim
forms and the bill for the charges incurred.

If we do not provide you with the claim forms within 15 days after we receive
your notification, you may file a claim without the forms. The claim must
include at least the policy number, your name, the name of the Insured, and the
bill for charges incurred.

Charges incurred during the Waiting Period must be submitted as proof that the
Waiting Period requirement has been satisfied. However, no long-term care
benefit will be paid for care received during the Waiting Period as defined in
this rider. No long-term care benefit will be paid in advance of the receipt of
care.

After the initial claim forms have been submitted to us, subsequent monthly
bills must be sent to us with the name of the Insured and the policy number.

Another completed claim form is necessary only in the following circumstances:

1. at the time of the initial request for payment of the long-term care
benefit;

2. if the type of Long-Term Care Services being provided changes; or

3. if Long-Term Care Services have ended and subsequently begin again.

We reserve the right to periodically verify that the Insured is still eligible
to receive the long-term care benefit, according to the terms and conditions of
the policy.

Proof of Loss - We need Proof of Loss in order to pay a claim. Part of Proof of
Loss is the initial claim form. The initial claim form must be sent within 60
days of the beginning of Long-Term Care Services or as soon as possible. Claim
forms provided more than one year after the month in which charges were incurred
will not be accepted, unless you were not legally competent in that year.

In subsequent months, Proof of Loss must be sent to us within 90 days of the
month in which the charges were incurred or as soon as reasonably possible.
Proof of Loss must be returned to us before

LR-167 Page 9 of 11
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we will consider paying any benefits.

As part of Proof of Loss, we may request additional information or we may
require the Insured to be examined by a Physician of our choice and at our
expense. You and the Insured must cooperate in our efforts to obtain any
additional or verifying information.

Payment of Claims - Except as explained below, the long-term care benefit is
paid to you, or at your request, directly to the long-term care provider.

If the benefit is to be paid to someone who is not legally competent to give us
a valid release, we may choose to pay the benefit to the person, or persons,
who, in our opinion, have assumed custody and principal support of that person.
The person to receive the benefit must be judged by us to be entitled to
payment. Any payment made under this clause will be made in good faith. It will
satisfy our responsibility to the extent of any payments made.

The long-term care benefit will be paid upon our receipt of all the information
we need to pay the claim (Proof of Loss).

Payment of the policy's Death Benefit Proceeds of Net Cash Value will terminate
any obligation to pay long-term care claims not yet submitted to us.

Suit for Payment of Claim - You may sue us for the payment of a claim. However,
you may bring no suit on a claim sooner than 60 days after you have submitted
Proof of Loss. No suit may be brought more than three years after the date Proof
of Loss is required.

Interaction of this Rider and the Life Insurance Policy

Effect of the Long-Term Care Accelerated Death Benefit on the Life Insurance
Policy - Payment of the Long-Term Care Accelerated Death Benefit will affect the
life insurance policy to which this rider is attached as follows:

1. The Death Benefit of the policy will be reduced by the amount of the payment.

2. The Face Amount of the policy will be reduced proportionately.

3. The Account Value of the policy will be reduced proportionately.

4. Any outstanding policy loans and loan interest will be repaid on a monthly
basis as long-term care accelerated death benefits are being paid. If you have
any outstanding policy loans and loan interest on the policy when the Insured
begins receiving the long-term care benefit, a part of the Long-Term Care
Accelerated Death Benefit payment will be used to help repay the outstanding
loans and loan interest on the policy. The Account Value of the policy will be
reduced proportionally so that the outstanding policy loans and loan interest
and the Long-Term Care Benefit Balance will be exhausted simultaneously.

Effect of the Life Insurance Policy on All Long-Term Care Benefits - All
long-term care benefits provided by this rider will be affected by the policy to
which this rider is attached, as follows:

1. The Long-Term Care Benefit Balance will change if the Death Benefit
changes.

LR-167 Page 10 of 11
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2. The Extended Long-Term Care Benefit Maximum Amount will change if the
Monthly Benefit Limit changes.

3. A Partial Surrender from the policy will reduce your long-term care
benefits.

4. Any outstanding policy loan and loan interest will reduce the amount of
long-term care benefits available to you. (See 4 above).

5. A misstatement in the age or sex of the Insured on the application for
the policy may reduce your long-term care benefits.

6. This rider will terminate if you exchange the policy for a paid-up whole
life insurance policy.

General Provisions

Monthly Claim Report - While long-term care benefits are being paid, you will
receive a monthly report showing the amount of the long-term care benefit paid
and any resulting impact on the policy.

Contestability Period - During the first six months of the policy, we may deny a
long-term care claim or rescind your rider if you have made a misrepresentation
on your application which is material to our acceptance of the Insured for
coverage.

After the rider has been in effect for six months, but less than two years, we
may deny a long-term care claim or rescind your rider if you have made a
misrepresentation on your application which is material to our acceptance of the
Insured for coverage and which pertains to the condition for which benefits are
sought.

Termination of the Rider - This rider ends when any of the following events
occur:

1. You request the rider to end;

2. The policy to which this rider is attached ends for reasons other than
payment of the Long- Term Care Accelerated Death Benefit;

3. You exchange the policy for a paid-up whole life policy;

4. All benefits from this rider have been paid; or

5. Upon the death of the Insured.

This rider will not change, waive or extend any part of the policy, other than
as stated herein.

American United Life Insurance Company
[Signature]
Secretary

LR-167 Page 11 of 11
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- --------------------------------------------------------------------------------
EXHIBIT 1.(5)(m)

FORM OF OF LONG-TERM CARE JOINT FIRST-TO-DIE
ACCELERATED DEATH BENEFIT RIDER
- --------------------------------------------------------------------------------
LONG-TERM CARE ACCELERATED DEATH BENEFIT RIDER

By attachment of this rider, the policy is amended as follows:

Important Notice

Notice of 30-Day Right to Examine and Return this Rider

Notice to Buyer Regarding the Long-Term Care Benefit Provided by this Rider

This rider may not cover all of the costs associated with long-term care
incurred by the buyer during the period of coverage. The buyer is advised to
review carefully all rider terms and limitations.

Notice to All Persons Eligible for MEDICARE

This is not a Medicare supplement policy. If an Insured is eligible for
Medicare, review the Medicare supplement buyer's guide available from the
company.

Notice Regarding Tax Implications of the Long-Term Care Benefit

Policy Form #-Joint Lives

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Rider Cost of Insurance Charges

Rider Definitions

Bathing: washing oneself by sponge bath; or in either tub or shower,
including the task of getting into or out of the tub or shower.

Continence: the ability to maintain control of bowel and bladder
function; or, when unable to maintain control of bowel or bladder
function, the ability to perform associated personal hygiene
(including caring for catheter or colostomy bag).

Dressing: putting on and taking off all items of clothing and any
necessary braces, fasteners or artificial limbs.

Eating: feeding oneself by getting food into the body from a
receptacle (such as a plate, cup or table) or by a feeding tube or
intravenously.

Toileting: getting to and from the toilet, getting on and off the
toilet, performing associated personal hygiene.

Transferring: moving into and out of a bed, chair or wheelchair.

(A) Operates at least 5 days a week for a minimum of 8 hours a day and
is not an overnight facility;

Policy Form #-Joint Lives

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(B) Maintains a written record for each client that includes a Plan of
Care and a record of all services provided;

(D) Maintains a client-to-staff ratio of no more than eight to one.

(E) Its staff includes: a full-time director, and one or more
registered nurses in attendance during operating hours for at least 4
hours a day.

(A) Provides 24-hour-a-day care and services sufficient to support needs
resulting from an inability to perform Activities of Daily Living or from
Cognitive Impairment;

(B) Provides an employee on duty at all times who is awake, ready to
provide care, and trained to provide care;

(D) Has formal arrangements for the services of a Physician or nurse to
furnish medical care in the event of an emergency; and

(E) Is authorized to administer medication to patients on the orders of a
Physician.

Chronically Ill Individual - An Insured who has been certified by a Licensed
Health Care Practitioner during the preceding 12-month period as:

(A) expected to be unable to perform (without substantial assistance from
another individual) at least two Activities of Daily Living for a period of
at least 90 days due to a loss of functional capacity;

(B) having a level of disability similar to the level of disability
described in (A) as may be determined under regulations to be prescribed by
the Secretary of the Treasury; or

(C) requiring substantial supervision to protect the Insured from threats
to health and safety due to severe Cognitive Impairment.

(A) An Insured's short or long-term memory;

(B) An Insured's orientation as to person (such as who they are), place
(such as their location), and time (such as date and year);

(D) An Insured's judgment as it relates to safety awareness.

Policy Form #-Joint Lives

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Home Health Aide - A non-professional employee of a Home Health Care Agency.

Home Health Care Agency - A public agency or private organization, or a
subdivision of an agency which is licensed as a Home Health Care Agency by the
state in which the care is provided.

If the state in which the care is provided does not license Home Health Care
Agencies, an agency or organization will be considered a Home Health Care Agency
for purposes of this rider if:

(A) it is regularly engaged in providing Home Health Care services under
the regular supervision of a registered nurse;

(B) it maintains a daily record of the care of each patient; and

(C) it provides each patient with a planned program of observation and
treatment or assistance appropriate for the condition of the patient.

Immediate family - The parents, stepparents, grandparents, spouse, children
(adopted, natural or step), siblings, grandchildren or in-laws of an Insured.

Insureds - The two persons whose lives are insured under this rider, as named on
the Policy Data Page.

Long-Term Care Facility - An institution, or distinct part of an institution,
which is licensed as such by the appropriate state licensing agency.

If the Long-Term Care Facility operates in a state in which licensure is not
required, the facility will be considered a Long-Term Care Facility by this
rider if it:

(A) provides, in addition to room and board accommodations, nursing care
and related services on a continuing basis to 6 or more individuals;

Policy Form #-Joint Lives

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(B) provides, on a formal prearranged basis, a registered nurse who is on
duty or on call at all times;

(C) has a planned program of policies and procedures developed with the
advice of, and periodically reviewed by at least one Physician; and

(D) maintains a clinical record of each patient.

Medicare -The Health Insurance for the Aged Act, Title XVIII of the United
States Social Security Amendments of 1965, as then constituted or later amended.

Mental or Nervous Disorder - Neurosis, psychoneurosis, psychopathy, psychosis,
or mental or emotional disease or disorder.

Mental or Nervous Disorder does not include: Alzheimer's disease, Parkinson's
disease, or similar forms of senility or irreversible dementia.

Monthly Benefit Limit - The maximum long-term care benefit we will pay each
month, as defined by this rider.

Unable to Perform - The need for substantial human assistance. It does NOT mean
the need for occasional or intermittent assistance.

Waiting Period -The initial 90 days in which an Insured receives long-term care,
but for which no benefits will be paid at any time.

Policy Form #-Joint Lives

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Your Long-Term Care Benefit:
Eligibility

Waiting Period - The Waiting Period for each Insured for all Long-Term Care
Services is 90 days of care. The 90 days of care may be completed consecutively
or intermittently, but must be completed within a period of 270 consecutive
days. Any time 90 days of care have been completed within any period of 270
consecutive days, the Waiting Period will be considered satisfied.

A new Waiting Period is required only if an Insured receives no Long-Term Care
Services for a period of 270 consecutive calendar days.

No long-term care benefit is provided for care received during the Waiting
Period.

Limitations or Conditions on Eligibility for Benefit - An Insured is eligible
for the long-term care benefit only if:

(A) This rider is in force and the maximum rider benefit has not been
exhausted;

(B) An Insured has satisfied the required Waiting Period (no benefits will
be paid at any time for care which is received during the Waiting Period);

(C) A Licensed Health Care Practitioner acceptable to us certifies during
the preceding 12-month period that an Insured is a Chronically Ill
Individual;

(D) Long-Term Care Services are provided pursuant to a Plan of Care
prescribed by a Licensed Health Care Practitioner; and

(E) The care is provided:

(1) in a Long-Term Care Facility as defined by this rider;

(2) in an Adult Day Care Center as defined by this rider;

(3) at Home by a Home Health Care Agency as defined by this rider; or

(4) in a less expensive location, provided you request the alternative
and provide us with any information we require to make the decision.

Certain types of care and conditions are excluded from eligibility for the
long-term care benefit. Those excluded are:

(A) Care received outside the United States;

(B) Care provided by a member of an Insured's Immediate Family;

Policy Form #-Joint Lives

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(D) Care received due to an intentionally self-inflicted injury;

(E) Care provided due to an injury received as a result of participation in
a felony, riot or insurrection;

(F) Care provided due to a Mental or Nervous Disorder; alcoholism or drug
addiction; or

(G) Care for which no charge is normally made in the absence of insurance.

These conditions are subject to all other terms of the policy and the policy
definitions.

Determination of Chronically Ill Status - A Licensed Health Care Practitioner
acceptable to us must certify that an Insured is a Chronically Ill Individual.
We reserve the right to periodically request a recertification that the Insured
is a Chronically Ill Individual.

Alzheimer's Disease and Parkinson's Disease - An Insured who develops
Alzheimer's disease, Parkinson's disease, or similar forms of senility or
irreversible dementia, is eligible for the long-term care benefit, subject to
all other terms and conditions of the rider.

Your Long-Term Care Benefit:
Amount of Benefit

Maximum Long-Term Care Benefit- The maximum Long-Term Care Accelerated Death
Benefit is called the Long-Term Care Benefit Balance. It is equal to the Death
Benefit of the life insurance policy to which this rider is attached less any
outstanding loan and loan interest. The initial Long-Term Care Benefit Balance
is found on the Policy Data Page.

The Long-Term Care Benefit Balance will be adjusted when benefits are paid.
Refer to the Interaction of this Rider and the Life Insurance Policy provision
for further explanantion.

This rider also provides an Extended Long-Term Care Benefit, which becomes
available after the Long- Term Care Benefit Balance has been reduced to zero.
The maximum amount of the Extended Long-Term Care Benefit is equal to 12 times
the Monthly Benefit Limit at the time long-term care begins.

Frequency of Long-Term Care Benefit Payment - The long-term care benefit
provided by this rider is designed to be paid monthly. The long-term care
benefit is not available in a lump sum payment.

Monthly Benefit Limit - We will pay the actual charges incurred each month by
each Insured, up to the Monthly Benefit Limit. The Monthly Benefit Limit is
equal to 1/36th of the Long-Term Care Benefit Balance at the beginning of a
claim, up to a limit of $10,000.

Note: If joint Insureds receive Long-Term Care Services at the same time, each
may be eligible to receive the full monthly benefit.

Policy Form #-Joint Lives

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Example: Long-Term Care Benefit
Balance: $100,000
Monthly Benefit Limit Amount: 1/36 of Long-Term Care Benefit Balance
Monthly Benefit Limit:
$100,000 x 1/36th = $2778

When an Insured receives care in a Long-Term Care Facility, we will pay the
actual monthly charges up to 100% of the Monthly Benefit Limit.

When an Insured receives Home Health Care, we will pay the actual monthly
charges up to 100% of the Monthly Benefit Limit.

When an Insured receives Adult Day Care, we will pay the actual monthly charges
for Adult Day Care up to 50% of the Monthly Benefit Limit.

Example: Monthly Benefit Limit: $2778
Maximum Adult Day Care
monthly benefit:
$2778 x 50% = $1,389

The Monthly Benefit Limit will not change during a continuous period of care.
When an Insured has been without care for 270 days, a new Monthly Benefit Limit
will be recalculated based on the new Long-Term Care Benefit Balance. When an
insured once again begins to receive Long-Term Care Services, we will pay the
actual charges up to the prior Monthly Benefit Limit or the new Monthly Benefit
Limit, whichever is greater.

Length of the Long-Term Care Benefit - Subject to the terms and conditions of
this rider and the policy to which it is attached, the Long-Term Care
Accelerated Death Benefit will last until the Long-Term Care Benefit Balance has
been exhausted. One Insured may deplete the entire Long-Term Care Benefit
Balance. The Extended Long-Term Care Benefit will last until the maximum
Extended Long-Term Care Benefit (12 times the Monthly Benefit Limit) has been
depleted.

Note: The Adult Day Care benefit is available for a lifetime maximum of 365 days
for each Insured.

Exhaustion of the Long-Term Care Benefit Balance- If payment of benefits causes
the Long-Term Care Benefit Balance to equal zero, no Death Benefit Proceeds will
be paid upon the death of the surviving Insured.

Policy Form #-Joint Lives

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Your Long-Term Care Benefit:
Claims

After the initial claim forms have been submitted to us, subsequent monthly
bills must be sent to us with the name of the Insured and the policy number.

Another completed claim form is necessary only in the following circumstances:

(A) at the time of the initial request for payment of the long-term care
benefit;

(B) if payment is requested for a second Insured;

(D) if Long-Term Care Services have ended and subsequently begin again.

We reserve the right to periodically verify that an Insured is still eligible to
receive the long-term care benefit, according to the terms and conditions of the
policy.

Proper Notice - We need Proper Notice of Proof of Loss in order to pay a claim.
Part of Proper Notice of Proof of Loss is the initial claim form. The initial
claim form must be sent within 60 days of the beginning of Long-Term Care
Services or as soon as possible. Claim forms provided more than one year after
the month in which charges were incurred will not be accepted, unless you were
not legally competent in that year.

In subsequent months, Proper Notice of Proof of Loss must be sent to us within
90 days of the month in which the charges were incurred or as soon as reasonably
possible. Proper Notice of Proof of Loss must be returned to us before we will
consider paying any benefits.

As part of Proper Notice of Proof of Loss, we may request additional information
or we may require the Insured to be examined by a Physician of our choice and at
our expense. You and the Insured must cooperate in our efforts to obtain any
additional or verifying information.

Policy Form #-Joint Lives

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Payment of Claims - Except as explained below, the long-term care benefit is
paid to you, or at your request, directly to the long-term care provider.

The long-term care benefit will be paid upon our receipt of all the information
we need to pay the claim (Proof of Loss).

Payment of the policy's Death Benefit Proceeds will terminate any obligation to
pay long-term care claims not yet submitted to us.

Suit for Payment of Claim - You may sue us for the payment of a claim. However,
you may bring no suit on a claim sooner than 60 days after you have submitted
Proper Notice of Proof of Loss. No suit may be brought more than three years
after the date Proper Notice of Proof of Loss is required.

Interaction of This Rider and the Life Insurance Policy

(A) The Death Benefit of the policy will be reduced by the amount of the
payment.

(B) The Face Amount of the policy will be reduced proportionately.

(D) Any outstanding policy loans and loan interest will be repaid on a
monthly basis as long-term care accelerated death benefits are being paid.
If you have any outstanding policy loans and loan interest on the policy
when an Insured begins receiving the long-term care benefit, a part of the
Long-Term Care Accelerated Death Benefit payment will be used to help repay
the outstanding loans and loan interest on the policy. The Account Value of
the policy will be reduced proportionally so that the outstanding policy
loans and loan interest and the Long-Term Care Benefit Balance will be
exhausted simultaneously.

Effect of the Life Insurance Policy on All Long-Term Care Benefits - All
long-term care benefits provided by this rider will be affected by the policy to
which this rider is attached, as follows:

(A) The Long-Term Care Benefit Balance will change if the Death Benefit
changes.

(B) The Extended Long-Term Care Benefit Maximum Amount will change if the
Monthly Benefit Limit changes.

(D) Any outstanding policy loan and loan interest will reduce the amount of
long-term care benefits available to you. (See D above).

Policy Form #-Joint Lives

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(E) A misstatement in the age or sex of an Insured on the application for
the policy may reduce your long-term care benefits.

(F) This rider will terminate if you exchange the policy for a paid-up
whole life insurance policy

General Provisions

Monthly Claim Report - While long-term care benefits are being paid, you will
receive a monthly report showing the amount of the long-term care benefit paid
and any resulting impact on the policy.

After the rider has been in effect for six months, but less than two years, we
may deny a long-term care claim or rescind your rider if you have made a
misrepresentation on your application which is material to our acceptance of
either or both Insureds for coverage and which pertains to the condition for
which benefits are sought.

Termination of the Rider - This rider ends when any of the following events
occur:

(A) You request the rider to end;

(B) The policy to which this rider is attached ends for reasons other than
payment of the Long-Term Care Accelerated Death Benefit;

(D) All benefits from this rider have been paid; or

(E) Upon the death of the surviving Insured.

This rider will not change, waive or extend any part of the policy, other than
as stated herein.

American United Life Insurance Company

[Signature]

Secretary

Policy Form #-Joint Lives

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RIDER data page

The data on this page applies to this long-term care insurance rider.

Effective Date of Rider........................[Same as Policy] [March 1, 1999]

Deduction from Account Value for Rider.......................See Table on Page 3

Initial Long-Term Care Benefit Balance................................[$100,000]

Initial Extended Long-Term Care Benefit Maximum Amount.................[$33,336]

Initial Monthly Benefit Limit............................................[$2778]

Monthly Benefit Limit as Fraction of Long-Term
Care Benefit Balance....................................................[1/36th]

Maximum Life Insurance Policy Death Benefit Upon Which
Monthly Benefit Limit is Calculated...................................[$500,000]

Maximum Lifetime Adult Day Care Days..................................[365 Days]

Waiting Period [90 days]

Policy Form #-Joint Lives

12
<PAGE>

Table of Guaranteed Maximum Cost of Insurance Rates
for the Long-Term Care Accelerated Death Benefit Rider

Monthly Cost of Insurance Per $1000 Net Amount at Risk

Attained Cost of

Age Insurance

Policy Form #-Joint Lives

13
<PAGE>

- --------------------------------------------------------------------------------
EXHIBIT 1.(10)
FORM OF APPLICATION FOR VARIABLE UNIVERSAL
LIFE INSURANCE POLICY

- --------------------------------------------------------------------------------
Application for Variable Universal Life AUL

American United Life Insurance Company (R)
One American Square
P.O. Box 7127
Indianapolis, IN 46206-7127
Telephone #: (800) 863-9354

The amount and duration of the death benefit may vary based on the investment
performance of the separate accounts' investment return. The cash value may
increase or decrease based on the investment performance of the separate
accounts' investment return.
<TABLE>
<CAPTION>
<S> <C> <C> <C>

1. Basic Policy __ Flexible Premium VUL (FPVUL) __ Last Survivor Flexible Premium VUL (LSFPVUL)
Plan (Need to complete Supplemental App on Proposed
Second Insured named below)
__ Single Premium VUL (SPVUL) __ Last Survivor Single Premium VUL (LSSPVUL)
(Need to complete Supplemental App on Proposed
Second Insured named below)
Name:______________________________
</TABLE>
- --------------------------------------------------------------------------------
2. Proposed Primary Insured

Last Name:___________________ First Name: ______________ MI: __________________
__ Male Date of Birth:______\______\_______ Birth State: _______________
__ Female (Month) (Day) (Year)
Height:__ ft. __in. Weight: _____ lbs. __ Gained __ Lost ___lbs. in past yr.
SS#:__________________ Home Phone#:_____________ Other Phone:________________
Residence Address (Street):____________________________________________________
City:_______________ State: _______________ Zip Code: ______ County:__________
Country: ________________ No. of Years At This Address:_______________________
U.S. Citizen: __ Yes __ No If no, is the Proposed Insured a permanent resident?
__ Yes __ No How long residing in the United States?__ Months __ Year(s)
Occupation:________________ Name of Employer:________________ Years Employed:__
Employer Address:_______________City: ____________ State:____ Zip Code:_______

3-14253 (2/99)
<PAGE>

3. Proposed Primary Insured's First Beneficiary (If multiple beneficiaries are
named, proceeds are share and share alike)
Last Name:_____________________ First Name:___________________ MI: _____
SS# or Tax ID #:_______________________ Date of Birth:______\_____\_________
(Month) (Day) (Year)
Home Phone#:_________ Relationship to the Proposed Insured:____________________
Full Name of Corporation or Trust: ___________ Date of Trust:_____\_____\______
(Month) (Day)(Year)
Last Name: ______________ First Name:_________________________ MI: _________
SS# or Tax ID #:_______________________ Date of Birth:______\_____\_________
(Month) (Day) (Year)
- -------------------------------------------------------------------------------

4. Proposed Primary Insured's Second Beneficiary (If lawful children is not
selected, complete the rest of this section.)
__ Any lawful children of the proposed insured, share and share alike.
Last Name:_____________________ First Name:___________________ MI: _____
SS# or Tax ID #:_______________________ Date of Birth:______\_____\_________
(Month) (Day) (Year)
Home Phone#:_________ Relationship to the Proposed Insured:____________________
Full Name of Corporation or Trust: ___________ Date of Trust:_____\_____\______
(Month) (Day)(Year)

If any second beneficiary is not living at the time a death benefit is payable,
the then living lawful children, if any, of such deceased second beneficiary
shall receive, share and share alike, the share of the proceeds which their
parent would have received if living.
- -------------------------------------------------------------------------------

5. Policy Owner (If a Trust, give Trust Name and Trust Date) (If Joint Owner,
complete Multiple Ownership Form)
__ Proposed Primary Insured (If this box is checked, complete last question in
this section.)

(If the Owner is not the Proposed Primary Insured OR the Proposed Primary
Insured is a Juvenile, complete the rest of this section.)

Last Name:_____________________ First Name:___________________ MI: _____
__ Male __ Female Birth State:____________
SS# or Tax ID #:_______________________ Date of Birth:______\_____\_________
(Month) (Day) (Year)
Home Phone#:_________ Relationship to the Proposed Insured:____________________
Full Name of Corporation or Trust: ___________ Date of Trust:_____\_____\______
(Month) (Day)(Year)
__ Custodian under ________________________________UGMA, UTMA
(State)
Last Name:_____________________ First Name:___________________ MI: _____
__ Contingent Owner Relationship to the Proposed Insured:_________________
Last Name:_____________________ First Name:___________________ MI: _____

Is any Proposed Owner an associated person of another NASD member? __ Yes __ No
If "Yes", list which owner. ___________________________________________________

3-14253 (2/99)
<PAGE>
6. Mailing Address of Owner ( All notices and correspondence will be sent to
this address.)

Street Address:_________________________________________________________________
City: _______________________ State: _____________________ Zip Code: __________

- --------------------------------------------------------------------------------
7. Plan Information

Face Amount: $_______(Minimum $50,000 - If Plan is Single Premium, Leave Blank)

Death Benefit __ Face Amount (Option 1) __ Face Amount Plus Account Value
Option: (Option 2) If Plan is Single Premium,
Option 2 is Not Available

Is this application part of a Qualified Retirement Plan? (Defined Benefit, Money
Purchase, Profit Sharing, 401(k) __ Yes __ No (If "Yes", please explain)
____________________________________________

3-14253 (2/99)
<PAGE>

8. Rider Information (An X indicates rider availability by plan.) If Other
Insured Rider Applied For or Last Survivor, Must Complete Supplemental App
<TABLE>
<S> <C> <C> <C> <C> <C>

Rider Type Additional Rider Info FPVUL LSFPVUL SPVUL LSSPVUL
- -------------------------------------------------------------------------------
_ Waiver of Monthly (Issue Ages 0-55) X X X X
Deduction for
Disability

_ Waiver Premium for Benefit Amt:$________ X X
Disability (Issue Ages 0-55)

_ Guaranteed Face Amt: $__________ X
Insurability Option ($10,000 Min; $50,000 Max)
(Issue Ages 0-39)

_ Children's Benefit No. of Units: _______ X X
Rider* (1 Unit Min; 20 Units Max)
(Eligible Issue ages 14 days
to 20)
- -------------------------------------------------------------------------------
* Complete additional information in Section 15.
- -------------------------------------------------------------------------------
_ Same Insured Face Amt: $_________ X X
(S10,000 minimum)
(Issue ages 0-85)

_ Other Insured #1 Face Amt:$__________ X X
Name ____________ ($10,000 minimum)
(Issue ages 0-85)

_ Other Insured #2 Face Amt: $_________ X X
Name ____________ ($10,000 minimum)
(Issue ages 0-85)

_ Guaranteed Min. DB (Issue Ages 0-80) X X

_ Automatic Increase Std Risks Only X X
(Issue Ages 0-55)

_ Long Term Care (Issue Ages 40-80) X X
Accelerated Death (only available with
Benefit 100% initial maximum
premium option)

</TABLE>
- --------------------------------------------------------------------------------
9. Premium Information

Single Premium Only: _ 80% _ 90% _ 100% of Initial Maximum Premium
Initial Premium:$ ____________________ How Much is 1035 Money?______________
-----------------------------------------------------------------------------
(If Plan is Single Premium, Do Not Complete Section Below)

Premium Mode: _ Annual _ Semi-Annual
_ Automatic Premium Payment
_ Add This Premium to Existing APP for Policy # _______________

Initial Premium:$ ____________________ How Much is 1035 Money?______________
Planned Modal Premium: $______________
Automatic Scheduled Percentage _ 5% _ 10%
Premium Increase: $___________________ Increase: _ Other _________________

10. Special Requests/Additional Information
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

3-14253 (2/99)
<PAGE>

11.Existing Life Insurance (List all existing life insurance on Proposed
Insured. If none, check the box.)

_ None Indicate if Coverage is Being Replaced. If 1035, complete Assignment
for 1035 Exchange Form.

Amount Iss. Yr. Type Company No Yes 1035
-----------------------------------------------------------------------------
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

- --------------------------------------------------------------------------------
12. Other Coverage (complete for the Proposed Insured)

a. Has any company declined, postponed, modified, cancelled or refused to
renew, reinstate or issue insurance? _ Yes _ No (If yes, provide
details including Name of Company and Reason)
______________________________________________________________________
______________________________________________________________________

b. Is any other life insurance application now pending or contemplated
with any other company? _ Yes _ No (If yes, provide details including
Name of Company)
______________________________________________________________________
______________________________________________________________________

- --------------------------------------------------------------------------------
13. Other Long Term Care Coverage (complete only if applying for Long Term Care
Rider.)

a. Do you have another long-term care insurance policy or certificate in
force (including health care service contract, health maintenance
organization contract)? _ Yes _ No

b. Did you have another long-term care insurance policy or certificate in
force during the last twelve (12) months? _ Yes _ No
1. If so, with which company? ___________________________________
2. If that policy lapsed, when did it lapse?_____________________

c. Are you covered by Medicaid? (Medicaid is government funded health
insurance for the poor. You are covered by Medicaid if you receive
Supplemental Security Income (SSI), or if you have been found eligible
for Medicaid by your State Welfare Department.) _ Yes _ No

d. Do You intend to replace any of your medical or health insurance
coverage with this policy? _ Yes _ No
- --------------------------------------------------------------------------------

14. Existing Health Insurance (Complete only if applying for Long Term Care
Rider)

List any other health insurance policies that have been purchased by the
proposed insured:
a. List policies which are still in force.
b. List policies purchased in the past five (5) years which are no longer
in force.

Insured's Insuring Being Replaced Type of Year
Name Company's Name or Changed? Insurance Issued
-----------------------------------------------------------------------------
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
3-14253 (2/99)

<PAGE>

15. Other Information (Complete for the Proposed Insured)

a. Have you been convicted of a driving violation, had your license
suspended or restriction placed on your license within the past 5
years? (If yes, give details) _ Yes _ No

Driver's Lic#: ________________________ State of Issue:_______________

b. Have you participated in any vehicle racing, parachuting, hang
gliding, scuba diving or ballooning within the past 2 years, or is any
such activity contemplated? (If yes, complete Sports Questionnaire)
_ Yes _ No

c. Have you flown within the past 3 years as a pilot, student pilot, crew
member or had any flying duties or is any such activity contemplated?
_ Yes _ No (If yes, complete Aviation Supplement)

d. Do you contemplate travel or residence in a foreign country within the
next 12 months? _ Yes _ No (If yes, provide complete details including
destination) _________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________

- --------------------------------------------------------------------------------
16. Tobacco Use (Complete for the Proposed Insured)
Has the Proposed Insured:
a. Ever used tobacco in any form? _ Yes _ No
b. Used tobacco in any form within the past 12 months? _ Yes _ No
(If yes, check appropriate boxes below)

Cigarettes Packs Cigars/ Smokeless Other:
Per Day Pipe Patches/
Nicotine Gum
Primary Insured ___ ____ ____ ___ ____

3-14253 (2/99)
<PAGE>

17. Underwriting Information (Complete in Proposed Policy Owner/Applicant's
Presence.)

Complete in Proposed Policy Owner/Applicant's presence. If the Proposed
Insured is a Juvenile, questions (a) through (d) apply to the Applicant.

a. Annual income from occupation $ _________________________
b. Annual income from other sources $_______________________
Indicate Source(s) for b. ___________________________________________
(Dividends, Rental Income, Interest, Etc.)
c. Projected income for next 12 months $____________________
d. Estimated net worth (excluding home) $___________________

Has the Proposed Insured used a different name within the last five years?
_ Yes _ No (If yes, list names) ___________________________________________

If the Proposed Insured is a Juvenile, are all brothers and sisters (if
any) insured for an amount equal to or greater than the Proposed Insured?
(If no, explain) __________________________________________________________

If the Proposed Insured is a Juvenile, what is the total amount of life
insurance in force on the parent(s)? $_____________________________________

Dependent children proposed for Children's Benefit Rider (eligible ages
0-20):

Print Full Name Relationship Birth Date Height Weight
---------------------------------------------------------------------------
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________

Are all children listed? _ Yes _ No (Explain why not)
___________________________________________________________________________
___________________________________________________________________________

Are all children listed now living with Proposed Insured? _ Yes _ No
(Explain why not)
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________

Has any child proposed for insurance been diagnosed or treated by a member
of the medical profession for: (ME residents, do not check the Acquired
Immune Deficiency Syndrome box if you have not developed symptoms of the
disease.)

_ Diabetes _ Asthma _ Cancer _ Leukemia _ Depression _ Seizures
_ Acquired Immune Deficiency Syndrome _ Mental or Emotional Disorder
_ Disorder of the Lungs, Kidneys or Blood _ Disorder of the Heart or Lungs

Any other abnormality not listed above? _ Yes _ No Please explain.
___________________________________________________________________________
___________________________________________________________________________

Is any child proposed for insurance currently taking any medication or
treatment? _ Yes _ No

Name(s) and address(es) of personal physicians?
___________________________________________________________________________
___________________________________________________________________________

Date(s) last seen:
___________________________________________________________________________

Reason(s) last seen:
___________________________________________________________________________
___________________________________________________________________________

Had any child proposed for insurance used amphetamines, cocaine, marijana,
barbituates, or other drugs? _ Yes _ No

3-14253 (2/99)
<PAGE>
18. Proposed Insured Health History (If paramed is required DO NOT complete the
"Answers Made to the Medical Examiner" Form. If paramed not required, complete
the Answer Made to the Medical Examiner" Form, Part II. If applying for
simplified issue and all questions are answered "no," DO NOT complete the
"Answers Made to the Medical Examiner" Form.)

Name of Personal Physician: (If none, so state)____________________________
Street:_____________ City:____________ State _________ Zip Code: ________
Reason Last Consulted:________________________ Date: ______________________
What treatment was given or medication prescribed? ________________________

Has the Proposed Insured: Give details for any Yes answers.
(If yes, circle and explain.) Identify the question number.
Circle applicable item in
Yes No question.
---------------------------------------------------------------------------
a. Been treated by a _ _ _________________________________
physician or other health _________________________________
care professional within _________________________________
the past 10 years for any of _________________________________
the following: Heart _________________________________
trouble, stroke, heart _________________________________
murmur, elevated blood _________________________________
pressure, lung or _________________________________
respiratory disorder, _________________________________
kidney disorder, tumor, _________________________________
cancer, digestive disorder, _________________________________
diabetes, nervous or mental _________________________________
disorder? (If diabetes is _________________________________
circled, complete Diabetes _________________________________
Questionnaire) _________________________________

b. Consulted a physician or _ _ _________________________________
been examined or treated at _________________________________
a hospital or other medical _________________________________
facility in the last five _________________________________
years? ME residents, you _________________________________
may answer this question _________________________________
"No" if you have tested _________________________________
positive for HIV and have _________________________________
not developed symptoms of _________________________________
the disease Acquired _________________________________
Immune Deficiency _________________________________
Syndrome. _________________________________

c. Ever used narcotics, _ _ _________________________________
barbiturates, amphetamines, _________________________________
cocaine, LSD, marijuana or _________________________________
hallucinogenic drugs, _________________________________
unless administered _________________________________
on the advice of a physician? _________________________________

d. Ever received counseling _ _ _________________________________
or treatment for the use of _________________________________
alcohol or drugs, or have _________________________________
you ever been a member of _________________________________
any support group for the _________________________________
use of alcohol or drugs? _________________________________

3-14253(2/99)
<PAGE>
<TABLE>
<S> <C>

A. DURING THE PAST 10 YEARS (7 YEARS B. DURING THE PAST 5 YEARS HAS
IN MARYLAND) HAS ANY PERSON PROPOSED ANY PERSON PROPOSED FOR INSURANCE:
FOR INSURANCE BEEN DIAGNOSED AS HAVING,
OR BEEN TREATED FOR:

1. heart attack; high blood 1. had any illness, disease, or injury not
pressure; stroke; or other disorder mentioned in question A?
of the heart or blood vessels? __ Yes __ No
__ Yes __ No

2. cancer; tumor; cyst; disorders of 2. been advised to take or is now taking
the lymph gland, thyroid; chronic treatment or medication?
fatigue; leukemia, or any other __ Yes __ No
blood abnormalities?
__ Yes __ No

3. diabetes or other endocrine 3. had a checkup or consultation with a
disorder; sugar, albumin or blood physician?
in urine; stone or other disorder of __ Yes __ No
kidney, bladder, or prostate?
__ Yes __ No

4. lung or chronic respiratory 4. had any diagnostic test, such as an
disorder, asthma; bronchitis; electrocardiogram, X-ray, MRI, CT scan,
emphysema; pneumonia; biopsy, or blood study?
tuberculosis; or any other disorder __ Yes __ No
of the respiratory system?
__ Yes __ No

5. intestinal bleeding; ulcer; 5. had any surgery?
hepatitis; or other disorder of __ Yes __ No
stomach, liver, intestine, or
gallbladder or pancreas?
__ Yes __ No

6. any disease or disorder of the 6. been advised to have any diagnostic test,
reproductive organs; or breasts? hospitalization, or surgery which has not
__ Yes __ No been completed?
__ Yes __ No

7. syphilis; gonorrhea; genital 7. been an inpatient or outpatient or are
herpes, genital wart; or any other currently confined in a hospital, institution,
sexually transmitted disease; clinic, sanitorium, or other medical
recurrent unexplained fevers; facility?
Acquired Immune Deficiency __ Yes __ No
Syndrome (AIDS); AIDS Related
Complex (ARC); or Human
Immunodeficiency Virus (HIV)?
__ Yes __ No

8. brain, mental, or emotional 8. been confined in an extended care facility,
nervous disorder, fainting; nursing home, hospice, or immediate care
convulsions; paralysis; facility; or received home nursing or
depression; anxiety; frequent nursing home care?
recurring headaches; any other __ Yes __ No
disease or disorder of the nervous
system; attempted suicide; or ever
been counseled for any of the
above? __ Yes __ No

9. arthritis; gout, loss of limb or 9. required assistance to perform daily living
deformity; disorder of bone, joint activities such as bathing, dressing,
muscle, back; spine or neck; skin driving, shopping, walking, or getting up
disorder, or any other disorder of and down?
the skeletal system? __ Yes __ No
__ Yes __ No

10. disease or disorder of eye, ears,
nose, or throat? __ Yes __ No
</TABLE>

C. HAS ANY PERSON PROPOSED FOR INSURANCE:

1. used tobacco in any form within the last 12
months? __ Yes __ No

2. used amphetamines, barbiturates, cocaine,
narcotics, marijuana, or other depressant,
excitant, or hallucinatory drugs, unless
administered on the advice of your
personal physician? __ Yes __ No

3. had a parent, brother, or sister with a
history of diabetes, cancer, heart or
circulatory disorders? (If "Yes, give ages
if alive or ages and cause of death, if
deceased) __ Yes __ No

D. DOES ANY PERSON PROPOSED FOR INSURANCE
currently participate in a regular
exercise program? __ Yes __ No

DETAILS OF "Yes" answers. (IDENTIFY QUESTION NUMBER, CIRCLE APPLICABLE ITEMS:
Include diagnosis, dates, duration and names and addresses of all attending
physicians and medical facilities.)

3-14243 (2/99)
<PAGE>

20. Investment Objectives

Capital Appreciation Capital Preservation Current Income
__ Aggressive __ Income Primary __ Prudent Yield
__ Conservative __ Income Secondary __ Aggressive Yield
__ Balanced Approach

- --------------------------------------------------------------------------------
21. Suitability Statement by Applicant (Representative is required to ask for
this information)

a. Do you believe that this contract is suitable to meet your investment
objectives and financial needs?

b. Do you understand that the amount and duration of the death benefit
may vary based on the investment performance of the separate accounts'
investment return?

c Do you understand that the account value may increase or decrease
based on the investment performance of the separate accounts'
investment return?

d. Nominal Tax Bracket:_________ % Filing Status: _ Single _ Married
_ Head of Household
- -------------------------------------------------------------------------------
22. Investment Account Allocation (Total Must Equal 100%)

Indicate the Investment Account Allocations for the Premium Payment(s) in
increments of 1% (premiums will be applied to the AUL American Money Market
Account if allocation is not specified or does not total 100%):

Premium Investment Premium Investment
Allocation Allocation Allocation Allocation
- --------------------------------------------------------------------------------
__% American Century Value __% Fidelity (VIP) Growth
__% American Century Income & __% Fidelity (VIP) High
Growth Income
__% American Century VP __% Fidelity (VIP II)
International Index 500
__% AUL Fixed Interest Account __% Fidelity (VIP) Money
(Not Available for SPVUL or Market
LSSPVUL) (Not Available for DCA)
__% AUL American Bond __% Fidelity (VIP) Overseas
__% AUL American Equity __% Janus Flexible Income
__% AUL American Managed __% Janus Worldwide Growth
__% AUL American Money Market __% Safeco RST Growth
__% Alger American Growth __% Safeco RST Equity
__% Fidelity (VIP II) Asset Manager __% T. Rowe Price Equity
Income
__% Fidelity (VIP II) Contrafund
__% Fidelity (VIP) Equity-Income

____ Yes, I would like Dollar Cost Averaging. (DCA) $_______Monthly Amount
____ Yes, I would like Portfolio Rebalancing.

</TABLE>
(3-14253 2/99)
<PAGE>

23. Telephone Authorization

___ I elect to have transfer authorization.

The Owner(s) hereby requests that American United Life Insurance Company
(R) (AUL) accept and act upon telephone instructions set forth herein to:

(1) Transfer values credited to my account in the AUL Individual Variable
Universal Life Policy, or

(2) Change the allocation of future payments to the Policy.

I understand that AUL can refuse to act on any telephone instructions if
the caller cannot properly identify herself/himself or provide the Personal
Identification Number (PIN). Any person who provides the proper
identification and my PIN shall be deemed to be my representative and
neither AUL nor any of its representatives shall be liable for acting on
instructions believed to be genuine, provided AUL has complied with its
customary procedures for establishing that the person requesting a transfer
of or change in future allocations is authorized to do so. In consideration
of AUL's acceptance of telephonic instructions, and except as provided
below, I waive all rights to dispute any telephone instructions and agree
to indemnify and hold AUL and the Separate Account harmless as to liability
for any loss, expense or cost that arises out of any telephone charge
effected.

AUL reserves the right to modify or terminate telephone transfers at any
time or for any reason AUL deems sufficient. Otherwise, this authorization
will remain in effect until (1) the earlier of total disbursement by
withdrawal or election of a settlement option; or (2) AUL's receipt of
written cancellation of this authorization signed by the Owner(s); or (3)
death of the Insured(s).

This telephone authorization privilege is subject to the provisions of my
Individual Policy Contract, the current Separate Account Prospectus and any
other administrative procedures AUL may put into effect. I understand that
prior to the end of the "free look" period, any instructions given shall
not affect any contributions received by AUL during such period.

Upon receipt of telephone instructions, AUL will immediately confirm in
writing any requested account values. A change in allocation of premiums
will be confirmed in writing following receipt of the first affected
premium payment. I agree to immediately notify AUL of any discrepancy
between the telephonic instructions intended to be given and the
instructions that are subsequently confirmed as received by AUL. Failure to
so notify AUL within 14 days of AUL's sending out such confirmation will
release AUL of any and all liability for any loss which resulted from the
failure to so notify AUL of such discrepancy if such loss could have been
avoided by providing such notice in a timely fashion.

3-14253 (2/99)
<PAGE>
24. Policy Delivery (If not completed, policy will be mailed to Owner.)

Send to: __ Owner __ Representative
Representative's remarks and special instructions:
___________________________________________________________________________
___________________________________________________________________________

- --------------------------------------------------------------------------------
25. Agreements

I represent that I have read and understand all the statements and answers in
this application and that they are true and complete to the best of my knowledge
and belief. It is agreed that:

(a) the statements and answers given in this application and any
amendments to it, or made to the medical examiner, will be the basis
of any insurance issued;

(b) no representative or medical examiner has the authority to make or
alter any contract for the company;

(c) the company may indicate changes in the space entitled "Home Office
Endorsement" for administrative purposes only; and I must agree in
writing to any other changes in this application (not applicable in
NJ, PA or WV);

(d) if a premium deposit is not given, then insurance shall take effect
when all of the following are satisfied:

(1) a policy issued by the company is accepted by the applicant,
(2) the full first premium is paid, and
(3) to the best of the applicant's knowledge the health and
insurability of any person proposed for insurance has not changed
since the date of this application.

I and the representative certify that I have read, or had read to me, the
completed application and I realize that any false statement or
misrepresentation herein may result in loss of coverage under the policy.

- --------------------------------------------------------------------------------
26. Home Office Endorsement (Not applicable in NJ, PA or WV)
___________________________________________________________________________
___________________________________________________________________________

- --------------------------------------------------------------------------------
27. Substitute W-9 Certification

I certify under penalty of perjury that: 1) the number shown on this form
is my correct taxpayer identification number (or I am waiting for a number
to be issued to me); and 2) I am not subject to backup withholding because:
a) I am exempt from backup withholding, or b) I have not been notified by
the Internal Revenue Service that I am subject to backup withholding as a
result of a failure to report all interest or dividends, or c) the IRS has
notified me that I am no longer subject to backup withholding.

You must cross out item 2 if you have been notified by the IRS that you are
currently subject to backup withholding because of under reporting interest
or dividends on your tax return.

THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION
OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP
WITHHOLDING.

3-14253 (2/99)
<PAGE>

28. Fraud Warnings

FRAUD WARNING (Not applicable to residents of AZ, ND, OR, TX, or WA)

Any person who knowingly presents a false or fraudulent claim for payment
of a loss or benefit or knowingly presents false information in an
application for insurance is guilty of a crime and may be subject to fines
and confinement in prison.

COLORADO FRAUD WARNING

It is unlawful to knowingly provide false, incomplete, or misleading facts
or information to an insurance company for the purpose of defrauding or
attempting to defraud the company. Penalties may include imprisonment,
fines, denial of insurance, and civil damages. Any insurance company or
representative of an insurance company who knowingly provides false,
incomplete, or misleading facts or information to a policyholder or
claimant for the purpose of defrauding or attempting to defraud the
policyholder or claimant with regard to a settlement or award payable from
insurance proceeds shall be reported to the Colorado division of insurance
within the department of regulatory agencies.

FLORIDA FRAUD WARNING

Any person who knowingly and with intent to injure, or deceive any insurer
files a statement of claim or an application containing any false,
incomplete, or misleading information is guilty of a felony of the third
degree.

KENTUCKY FRAUD WARNING

Any person who knowingly and with intent to defraud any insurance company
or other person files an application for insurance containing any
materially false information or conceals, for the purpose of misleading,
information concerning any fact material thereto commits a fraudulent
insurance act, which is a crime.

NEW JERSEY FRAUD WARNING

Any person who includes any false or misleading information on an
application for an insurance policy is subject to criminal and civil
penalties.

PENNSYLVANIA FRAUD WARNING

Any person who knowingly and with intent to defraud any insurance company
or other person, files an application for insurance or statement of claim
containing any materially false information, or conceals for the purpose of
misleading information concerning any fact material thereto commits a
fraudulent insurance act, which is a crime and subjects such a person to
criminal and civil penalties.

---------------------------------------------------------------------------
29. Authorization

I authorize any physician, or medical practitioner, hospital, and medical
facility, insurance company, DMV, and the MIB to give to American United
Life (AUL) and its reinsurers any of the following about me or my children,
if they are to be insured: facts about physical and mental health; medical
care, advice or treatment; hobbies, other insurance, flying, and driving
record (which may include but is not limited to existing address); age,
occupation, income, and the use of alcohol, drugs, and tobacco. Each person
proposed for insurance may be asked to take a physical exam, where tests
may be made of blood and urine. These tests may include tests for the
presence and/or level of blood sugar, cocaine or other drugs, cholesterol,
nicotine and, where permitted by law, antibodies to the Acquired Immune
Deficiency Syndrome virus. All sources except the MIB may give these facts
to any insurance support organization authorized by AUL to collect and
transmit them. This data will be used to determine eligibility for
insurance. A photocopy of this form shall be as valid as the original. This
authorization will be valid for 30 days (180 days for AZ residents) from
the date shown below. I can choose to be interviewed if an investigative
consumer report is made. Upon request, I can receive a copy of the
investigative consumer report.

I have received the Notice of AUL's Information Practices, the Medical
Information Bureau Notice, the Fair Credit Reporting Act Notice, and the
Authorization and Acknowledgment. I or my authorized representative can
receive a copy of this authorization form.

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<PAGE>
30. Initial Premium Authorization

___ I have NOT made a premium deposit with this application nor have I
received the Conditional Receipt.

___ I have made a premium deposit in the amount of:

$____________________ in connection with this application for life
insurance. I have received and have read the Conditional Receipt. It
has been explained to me by the representative, and I understand and
agree to all the conditions and limitations. ALL CHECKS SHOULD BE MADE
PAYABLE TO AMERICAN UNITED LIFE INSURANCE COMPANY(R). Do not make
checks payable to a representative or leave payee blank.

- --------------------------------------------------------------------------------
31. Signatures

I represent to the best of my knowledge and belief that all statements and
answers to this application are complete and true. I also acknowledge that
I have read the Fraud Warning in Section 25 of this application (not
applicable to residents of AZ, ND, OR, TX, or WA). I hereby acknowledge
receipt of the current prospectus, and any supplements, for this policy
including any required disclosure if the policy applied for will be in a
qualified plan.
- --------------------------------------------------------------------------------

Caution: If your answers on this application are incorrect or untrue, AUL
has the right to deny long-term care benefits or rescind your policy.

Signed at __________________________________________ On __________________
(City, State) (Date)

(Printed Names) (Signatures)

Proposed Insured (Child over age _______________________________________
15 must sign. If Proposed Insured _______________________________________
is under age 18, parent or _______________________________________
guardian must also sign.) _______________________________________

Payor, Owner, or Applicant Other _______________________________________
Than Proposed Insured _______________________________________

- --------------------------------------------------------------------------------
32. Interview Information

Home Phone #:( ) Best time to call: __ a.m. __ p.m.
Business Phone #: ( ) __ a.m. __ p.m.
(Show any unusual name pronunciation phonetically)_________________________
May we interview the spouse or an adult member of the family? __ Yes __ No

The amount and duration of the death benefit may vary based on the
investment performance of the separate accounts' investment return. The
cash value may increase or decrease based on the investment performance of
the separate accounts' investment return.

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33. Rep's Statement

Do you have any knowledge or reason to believe that replacement of existing
insurance or annuity coverage may be involved? __ Yes __ No (If yes, give
details in Section II and complete any state required replacement forms)

Did you witness the signatures on this application? __ Yes __ No

I certify that: (1) the information provided by the Owner and the Proposed
Insured has been accurately recorded; (2) a current prospectus and all
supplements were delivered; and (3) I have reasonable grounds to recommend
the purchase of the policy as suitable for the Owner and the Proposed
Insured.

__________________________________________________
(Name of Registered Representative) (Please Print)

__________________________________________________
(Signature of Registered Representative)

If American United Life has questions concerning this application, whom
should we call at your office?

Name: _________________________________ Phone #:_____________________
(Please Print) Fax #: _____________________

If you have questions completing this application or any other supporting
documentation, please call 1-800-863-9354.

Agency or Broker/Dealer:___________________________________________________
Representative Code: ______________________________________________________

- --------------------------------------------------------------------------------
34. Principal Review

Accepted by American United Life Insurance Company(R) at the Home Office by
______________________________________________ on _________________________
(NASD Principal) (Date)

- --------------------------------------------------------------------------------
35. Mail Application To:

American United Life Insurance Company Overnight Deliveries:
P.O. Box 7127 American United Life Insurance
Indianapolis, IN 46206-7127 Company
One American Square
Indianapolis, IN 46282

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