AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST
485BPOS, 2000-04-26
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<PAGE>

      As filed with the Securities and Exchange Commission on April 26, 2000
                           Registration No. 333-32553


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington. D.C. 20549


                           POST-EFFECTIVE AMENDMENT NO. 4 TO
                                    FORM S-6


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

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

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

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

                              John C. Swhear, Esq.
                                     Counsel
                     American United Life Insurance Company(R)
                               One American Square
                           Indianapolis, Indiana 46282
               (Name and Address of Agent for Service of Process)

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

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


 X        on  May 1, 2000   pursuant to paragraph (b) of Rule 485
_____        --------------



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


_____     on (date) pursuant to paragraph (a)(1) 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
<PAGE>


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

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

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

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

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

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




         (i)      Other provisions......................  Premium Payments and
                                                           Allocations; Charges
                                                           and Deductions; Death
                                                           Benefits; Cash
                                                           Benefits;
                                                           Summary and Diagram
                                                           of the Policy

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

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

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

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

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

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

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

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

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

                                      iii
<PAGE>




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

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

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

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

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

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

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

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

19.      Records, accounts and reports................... Other Policy Benefits
                                                           and Provisions
                                                           - Reports to Policy
                                                           Owners
                                       iv
<PAGE>



20.      Certain miscellaneous provisions
           of trust agreement:

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

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

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

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

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

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

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

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

                        III. Organizations, Personnel and
                             Affiliated Persons of Depositor

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

26.      Fees received by depositor

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

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

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

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

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

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

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

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

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

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

                  IV. Distribution and Redemption of Securities

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

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

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

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

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

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

                                     vi
<PAGE>



         (b)      N.A.S.D. membership of
                    principal underwriters.............  Other Information
                                                          About the Policies
                                                          and AUL - Sale of the
                                                          Policies
40.      Certain fees received by principal
           underwriters.................................. See Item 26

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

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

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

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

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

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

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

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

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

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

               V. Information Concerning the Trustee or Custodian

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

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

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

                     VI. Information Concerning Insurance of
                              Holders of Securities

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

                           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

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

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

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

                                      viii
<PAGE>



                   VIII. Financial and Statistical Information

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

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


                                       ix

<PAGE>



                                   PROSPECTUS

             MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY

                    American United Life Insurance Company(R)
                               One American Square
                           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).

<TABLE>
<S>                                                <C>

Fund                                                Investment Adviser


AUL American Series Fund, Inc.                      AUL
     AUL American Equity Portfolio
     AUL American Bond Portfolio
     AUL American Money Market Portfolio
     AUL American Managed Portfolio
Alger American Fund                                 Fred Alger Management, Inc.
     Alger American Growth Portfolio
     Alger American Small Capitalization Portfolio
American Century Variable Portfolios, Inc.          American Century Investment Management, Inc.
     American Century VP Capital Appreciation Portfolio
     American Century VP Income & Growth 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
Janus Aspen Series                                  Janus Capital Corporation
     Janus Flexible Income Portfolio
     Janus Worldwide Growth Portfolio
PBHG Insurance Series Fund, Inc.                    Pilgrim Baxter & Associates, Ltd.
     PBHG Growth II
     PBHG Technology & Communications
SAFECO Resource Series Trust                        SAFECO Asset Management Company
     SAFECO RST Equity Portfolio
     SAFECO RST Growth Opportunities Portfolio
T. Rowe Price Equity Series, Inc.                   T. Rowe Price Associates, Inc.
     T. Rowe Price Equity Income Portfolio
     T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price Fixed Income Series, Inc.             T. Rowe Price Associates, Inc.
     T. Rowe Price Limited-Term Bond 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.  Not all funds are available with all contracts.

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

<PAGE>



                                 TABLE CONTENTS
                                                                        Page

DEFINITIONS OF TERMS.....................................................3

SUMMARY AND DIAGRAM OF THE POLICY........................................4


DIAGRAM OF CONTRACT....................................................5,6
GENERAL INFORMATION ABOUT AUL, THE SEPARATE ACCOUNT AND THE FUNDS....... 7
         American United Life Insurance Company(R)...................... 7
         Separate Account............................................... 7
         The Funds...................................................... 7
         AUL American Series Fund, Inc.................................. 7
         Alger American Fund............................................ 8
         American Century Variable Portfolios, Inc...................... 8
         Fidelity Variable Insurance Products Fund...................... 8
         Fidelity Variable Insurance Products Fund II................... 9
         Janus Aspen Series............................................. 9
         PBHG Insurance Series Fund, Inc................................ 9
         SAFECO Resource Series Trust...................................10
         T. Rowe Price Equity Series, Inc...............................10
         T. Rowe Price Fixed Income Series, Inc.........................10

FUND EXPENSE TABLE......................................................11

PREMIUM PAYMENTS AND ALLOCATIONS........................................12
         Applying for a Policy..........................................12
         Right to Examine Policy........................................12
         Premiums.......................................................12
         Premium Payments to Prevent Lapse..............................13
         Premium Allocations and Crediting..............................13
         Transfer Privilege.............................................13
         Initial Dollar Cost Averaging Program..........................14
         Ongoing Dollar Cost Averaging Program .........................14
         Portfolio Rebalancing Program..................................14


FIXED ACCOUNT...........................................................14
         Summary of the Fixed Account...................................14
         Minimum Guaranteed and Current Interest Rates .................15
         Enhanced Averaging Fixed Account ..............................15
         Calculation of the Fixed Account Value ........................15
         Transfers from the Fixed Account ..............................15
         Payment Deferral ..............................................15

CHARGES AND DEDUCTIONS..................................................15
         Monthly Deduction..............................................15
         Annual Contract Charge.........................................16
         Surrender Charge...............................................16
         Taxes..........................................................17
         Special Uses...................................................17
         Fund Expenses..................................................17

HOW YOUR ACCOUNT VALUES VARY............................................17
         Determining the Account Value..................................17
         Cash Value and Net Cash Value..................................18

DEATH BENEFIT...........................................................18
         Amount of Death Benefit Proceeds...............................18
         Death Benefit..................................................18
         Selecting and Changing the Beneficiary.........................19

CASH BENEFITS...........................................................19
         Policy Loans...................................................19
         Surrendering the Policy for Net Cash Value.....................20
         Partial Surrenders.............................................20
         Settlement Options.............................................20
         Specialized Uses of the Policy.................................21
         Life Insurance Retirement Plans................................21
         Risks of Life Insurance Retirement Plans.......................21

ILLUSTRATIONS OF ACCOUNT VALUES, CASH VALUES, DEATH BENEFITS
         AND ACCUMULATED PREMIUM PAYMENTS........................... 22-31

OTHER POLICY BENEFITS AND PROVISIONS....................................32
         Limits on Rights to Contest the Policy.........................32
         Changes in the Policy or Benefits..............................32
         Exchange for Paid-Up Policy....................................32
         When Proceeds Are Paid.........................................32
         Dividends......................................................32
         Reports to Policy Owners.......................................32
         Assignment.....................................................32
         Reinstatement..................................................32
         Rider Benefits.................................................33

TAX CONSIDERATIONS......................................................34
         Tax Status of the Policy.......................................34
         Tax Treatment of Policy Benefits...............................35
         Estate and Generation Skipping Taxes...........................36
         Life Insurance Purchased for Use in Split Dollar Arrangements..36
         Taxation Under Section 403(b) Plans............................37
         Non-Individual Ownership of Contracts..........................37
         Possible Charge for AUL's Taxes................................37

OTHER INFORMATION ABOUT THE POLICIES AND AUL............................37
         Policy Termination.............................................37
         Resolving Material Conflicts...................................37
         Addition, Deletion or Substitution of Investments..............38
         Voting Rights..................................................38
         Sale of the Policies...........................................39
         AUL Directors and Executive Officers........................39-41
         State Regulation...............................................41
         Additional Information.........................................41
         Independent Accountants........................................41
         Litigation.....................................................41
         Legal Matters..................................................41

         Financial Statements...........................................41


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 STATEMENT OF ADDITIONAL  INFORMATION,  THE PROSPECTUSES OF
THE FUNDS, OR THE STATEMENTS OF ADDITIONAL INFORMATION OF THE FUNDS.


                                       2
<PAGE>

                              DEFINITIONS OF TERMS

ACCOUNT VALUE


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


AGE

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

CASH VALUE

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

CONTRACT DATE

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

DEATH BENEFIT AND DEATH BENEFIT PROCEEDS

          This Policy has 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.


FIXED ACCOUNT

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

GENERAL  ACCOUNT

          All assets of AUL other than those  allocated to the Variable  Account
          or to any other separate account of AUL.


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

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

YOU

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

                                       3
<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.

                                       4
<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.

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.


                                Premium Payments


You direct the allocation of Net Premium payments among the Investment  Accounts
of the  Separate  Account  and the Fixed  Account  (effective  May 1, 1999,  the
American  Century VP Capital  Appreciation  Portfolio is not  available  for new
money  deposits  or  transfers).  (See  rules  and  limits  on  premium  payment
allocations.)


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

<TABLE>
<S>                                                     <C>


 Mutual Fund                                             Portfolio

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


Alger American Fund                               Alger American Growth Portfolio
                                                  Alger American Small Capitalization Portfolio


American Century Variable Portfolios, Inc.        American Century VP Capital Appreciation Portfolio
                                                  American Century VP Income & Growth 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

Janus Aspen Series                                Janus Flexible Income Portfolio
                                                  Janus Worldwide Growth Portfolio


PBHG Insurance Series Fund, Inc.                  PBHG Growth II
                                                  PBHG Technology & Communications

SAFECO Resource Series Trust                      RST Equity Portfolio
                                                  RST Growth Opportunities Portfolio

T. Rowe Price Equity Series, Inc.                 T. Rowe Price Equity Income Portfolio
                                                  T. Rowe Price Mid-Cap Growth Portfolio

T. Rowe Price Fixed Income Series, Inc.           T. Rowe Price Limited-Term Bond Portfolio
</TABLE>


Not all funds are available with all contracts.

                                       5
<PAGE>

                                   Deductions

                          From Mutual Fund Portfolios


The  Investment  Advisors  of  the  underlying  mutual  fund  portfolios  deduct
Management or Advisory fees and other operating expenses from the assets of each
of the  individual  mutual fund  portfolios.  These fees and expenses range from
 .28% to 1.50% of the portfolios'  net assets.  These fees are not deducted under
the contract. They are reflected in the portfolios' net asset values.


                               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 Variable  Account
value during the first 10 Policy Years and 0.80%  thereafter  for  mortality and
expense risks.



                                  Account Value


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


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

Can be transferred among the Investment  Accounts.  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. A surrender charge may apply.

 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>
                                       6
<PAGE>

        GENERAL INFORMATION ABOUT AUL, THE SEPARATE ACCOUNT AND THE FUNDS

AMERICAN UNITED LIFE INSURANCE COMPANY(R)


AUL is a legal reserve mutual life insurance  company existing under the laws of
the State of Indiana.  It was originally  incorporated as a fraternal society on
November 7, 1877, under the laws of the Federal  government,  and reincorporated
under the laws of the State of Indiana in 1933.  It is  qualified to do business
in 49 states and the District of Columbia. AUL has its principal business office
located at One American Square, Indianapolis, Indiana 46282.

At a meeting of the AUL Board of Directors  held on February 17, 2000, the Board
approved the concept of changing  the  corporate  structure  of AUL.  During the
second  quarter of 2000,  the Board of  Directors of AUL is expected to formally
approve a plan of conversion ("Plan") under which AUL will convert from a mutual
life insurance company to a stock life insurance company  ultimately  controlled
by a mutual holding company  ("Mutual  Holding  Company").  This  transaction is
intended to result in a corporate  structure that provides,  among other things,
better  access  to  external  sources  of  capital.  Under  the  Plan,  upon the
conversion,  the insurance  company  would issue voting stock to a  newly-formed
stock holding  company  ("Stock Holding  Company").  It is anticipated  that the
Stock Holding Company could,  subsequent to the conversion,  offer shares of its
stock publicly or privately;  however,  the Mutual  Holding  Company must always
hold at least 51% of the voting stock of the Stock  Holding  Company.  The Stock
Holding  Company would always own 100% of the voting stock of AUL. No plans have
been  formulated to issue any shares of capital stock or debt  securities of the
Stock Holding Company at this time.

Since AUL currently is a mutual life insurance company, owners ("policyholders")
of AUL's annuity contracts and life insurance policies ("policies") have certain
membership  interests in AUL consisting  principally of the right to vote on the
election of the Board of Directors and on other matters and certain  rights upon
liquidation or dissolution of AUL. Under the Plan,  policyholders continue to be
policyholders  in the  same  insurance  company,  but  would  no  longer  have a
membership interest in the insurance company;  rather,  policyholders would have
membership  interests  in the Mutual  Holding  Company.  These  interests in the
Mutual  Holding  Company  would  be  substantially  the  same as the  membership
interests that  policyholders  have in AUL prior to the  conversion,  consisting
principally  of the right to vote on the election of the Board of Directors  and
on other  matters and certain  rights upon  liquidation  or  dissolution  of the
Mutual Holding Company. After the conversion,  persons who acquire policies from
AUL would automatically be members in the Mutual Holding Company. The conversion
will not,  in any way,  increase  premium  payments or reduce  policy  benefits,
values,  guarantees or other policy  obligations to  policyholders.  The Plan is
subject to the approval by AUL  policyholders  and the consent of the  Insurance
Commissioner of Indiana, among other approvals and conditions.  If the necessary
approvals are obtained and conditions  met, the conversion  could occur in 2000.
Under the Plan, the insurance company name will not change.

AUL conducts a conventional life insurance,  reinsurance,  and annuity business.
At December 31, 1999,  AUL had assets of  $10,577,535,000  and a policyholders'
surplus of $739,224,931.

The principal underwriter for the Contracts is AUL, which is registered with the
SEC as a broker-dealer.


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

                                       7
<PAGE>

capital  appreciation.  The Fund seeks current  investment income as a secondary
objective.  The Fund 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 Fund seeks to  provide  capital  appreciation  to the
extent consistent with the primary objective. The Fund 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 Fund
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 Fund attempts to achieve this objective by
investing  in  short-term  money  market  instruments  that  are of the  highest
quality.

FOR ADDITIONAL  INFORMATION  CONCERNING AUL AMERICAN  SERIES FUND,  INC. AND ITS
PORTFOLIOS,  PLEASE SEE THE AUL AMERICAN  SERIES FUND,  INC.  PROSPECTUS,  WHICH
SHOULD BE READ CAREFULLY BEFORE INVESTING.

ALGER AMERICAN FUND

ALGER AMERICAN GROWTH PORTFOLIO


     The Alger American Growth  Portfolio seeks long term capital  appreciation.
It  focuses on growing  companies  that  generally  have  broad  product  lines,
markets,   financial   resources   and  depth  of   management.   Under   normal
circumstances, the Portfolio invests primarily in the equity securities of large
companies.   The   Portfolio   considers  a  large  company  to  have  a  market
capitalization of $1 billion or greater.

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

     The Alger American Small  Capitalization  Portfolio seeks long-term capital
appreciation.  It focuses on small, fast-growing companies that offer innovative
products,  services or technologies to a rapidly  expanding  marketplace.  Under
normal  circumstances,  the portfolio invests primarily in the equity securities
of small capitalization  companies.  A small capitalization  company is one that
has a market capitalization within the range of the Russell 2000 Growth Index or
the S&P MidCap 400 Index.


FOR  ADDITIONAL   INFORMATION   CONCERNING  THE  ALGER  AMERICAN  FUND  AND  ITS
PORTFOLIOS,  PLEASE SEE THE ALGER AMERICAN FUND PROSPECTUS, WHICH SHOULD BE READ
CAREFULLY BEFORE INVESTING.


AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

AMERICAN CENTURY VP CAPITAL APPRECIATION


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


NOTE:  Effective  May 1, 1999,  the  American  Century  VP Capital  Appreciation
Portfolio is no longer available for new contracts.  Effective July 1, 1999, the
American  Century VP Capital  Appreciation  Portfolio is no longer available for
new money deposits and transfers on existing contracts.

AMERICAN CENTURY VP INCOME & GROWTH


     The American  Century VP Income & Growth  Portfolio seeks dividend  growth,
current income and capital appreciation by investing in a diversified  portfolio
of U.S. stocks. The fund employs a quantitative  management approach,  selecting
from a universe of the 1,500 largest  publicly  traded stocks,  with the goal of
producing a total return that exceeds its benchmark, the S&P 500, without taking
on  significant  additional  risk.  The fund's  management  team also  targets a
dividend yield that is higher than the yield of the S&P 500.


AMERICAN CENTURY VP INTERNATIONAL


     The  American  Century VP  International  Portfolio  seeks to  achieve  its
investment  objective of capital growth by investing  primarily in securities of
foreign  companies  that meet certain  fundamental  and  technical  standards of
selection  and have,  in the opinion of the  investment  manager,  potential for
appreciation.  The Fund will  invest  primarily  in common  stocks of  companies
located in  developed  markets.  Investment  in  securities  of foreign  issuers
typically  involves  greater  risks  than  investment  in  domestic  securities,
including currency fluctuations and political instability.


FOR ADDITIONAL INFORMATION CONCERNING AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
AND ITS PORTFOLIOS,  PLEASE SEE THE AMERICAN CENTURY VARIABLE  PORTFOLIOS,  INC.
PROSPECTUS, WHICH SHOULD BE READ CAREFULLY BEFORE INVESTING.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND

VIP EQUITY-INCOME PORTFOLIO


     The VIP Equity-Income Portfolio seeks reasonable income. The fund will also
consider the potential for capital appreciation. The fund's goal is to achieve a
yield which exceeds the composite  yield on the  securities  comprising  the S&P
500. Fidelity  Management & Research Company (FMR) normally invests at least 65%
of the fund's total assets in income-producing  equity securities.  FMR may also
invest  the  fund's  assets  in  other  types  of  equity  securities  and  debt
securities, including lower-quality debt securities. The Adviser may also invest
in securities of foreign issuers in addition to securities of domestic issuers.

VIP GROWTH PORTFOLIO

     The VIP Growth Portfolio seeks to achieve capital appreciation. FMR invests
the fund's  assets in

                                       8
<PAGE>

companies that it believes have  above-average  growth potential.  Growth may be
measured  by factors  such as  earnings  or  revenue.  FMR may invest the fund's
assets in  securities  of foreign  issuers in addition to securities of domestic
issuers.

VIP HIGH INCOME PORTFOLIO

     The VIP High Income  Portfolio  seeks a high level of current  income while
also  considering  growth of capital.  FMR normally  invests at least 65% of the
fund's total assets in  income-producing  debt securities,  preferred stocks and
convertible securities,  with an emphasis on lower-quality debt securities. Many
lower-quality  debt securities are subject to legal or contractual  restrictions
limiting FMR's ability to resell the securities to the general  public.  FMR may
also invest the fund's  assets in  non-income  producing  securities,  including
defaulted  securities and common  stocks.  FMR intends to limit common stocks to
10% of the fund's  total  assets.  FMR may invest in companies  whose  financial
condition  is troubled  or  uncertain  and that may be  involved  in  bankruptcy
proceedings, reorganization or financial restructurings.

VIP MONEY MARKET PORTFOLIO

     The VIP Money Market Porfolio seeks as high a level of current income as is
consistent  with the  preservation  of capital  and  liquidity.  FMR invests the
fund's assets in U.S. dollar-denominated money market securities of domestic and
foreign issuers, including U.S. Government securities and repurchase agreements.
FMR also may enter into reverse repurchase agreements for the Fund.

VIP OVERSEAS PORTFOLIO

     The VIP Overseas Portfolio seeks long-term growth of capital.  FMR normally
invests  at least 65% of the fund's  total  assets in  foreign  securities.  FMR
normally invests the fund's assets primarily in stocks. FMR normally diversifies
the fund's investments across different countries and regions. In allocating the
fund's investments  across countries and regions,  FMR will consider the size of
the market in each country and region relative to the size of the  international
market as a whole.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II

VIP II ASSET MANAGER PORTFOLIO

     The VIP II Asset Manager  Portfolio  seeks to obtain high total return with
reduced risk over the  long-term  by  allocating  its assets among  domestic and
foreign  stocks,  bonds and  short-term  instruments.  FMR  allocates the fund's
assets among the following  classes,  or types, of investments.  The stock class
includes equity  securities of all types.  The bond class includes all varieties
of fixed-income securities, including lower-quality debt securities, maturing in
more than one year.  The  short-term/money  market  class  includes all types of
short-term and money market instruments.

VIP II CONTRAFUND(R) PORTFOLIO

     The VIP II Contrafund(R)  Portfolio seeks long-term  capital  appreciation.
FMR normally invests the fund's assets  primarily in common stocks.  FMR invests
the fund's  assets in  securities  of companies  whose value FMR believes is not
fully  recognized  by the public.  The types of  companies in which the fund may
invest include companies  experiencing positive fundamental change such as a new
management  team or product launch,  a significant  cost-cutting  initiative,  a
merger or acquisition,  or a reduction in industry  capacity that should lead to
improved  pricing;  companies  whose  earnings  potential  has  increased  or is
expected to increase more than generally perceived;  companies that have enjoyed
recent  market  popularity  but which appear to have  temporarily  fallen out of
favor for reasons that are considered non-recurring or short-term; and companies
that are  undervalued  in relation to securities of other  companies in the same
industry.

VIP II INDEX 500 PORTFOLIO

     The VIP II Index 500 Portfolio seeks investment  results that correspond to
the total  return of common  stocks  publicly  traded in the United  States,  as
represented  by the S&P 500.  Banker's  Trust  normally  invests at least 80% of
assets in common stocks included in the S&P 500.


FOR ADDITIONAL  INFORMATION  CONCERNING  FIDELITY'S  VARIABLE INSURANCE PRODUCTS
FUND  ("VIP")  AND  VARIABLE  INSURANCE  PRODUCTS  FUND II ("VIP  II") AND THEIR
PORTFOLIOS,  PLEASE  SEE THE VIP AND VIP II  PROSPECTUS,  WHICH  SHOULD  BE READ
CAREFULLY BEFORE INVESTING.

JANUS ASPEN SERIES

FLEXIBLE INCOME PORTFOLIO

     The Flexible  Income  Portfolio is a  diversified  portfolio  that seeks to
maximize total return from a combination of income and capital  appreciation  by
investing  primarily in  income-producing  securities.  This  Portfolio may have
substantial holdings of lower rated debt securities or "junk" bonds.

WORLDWIDE GROWTH PORTFOLIO

     The  Worldwide  Growth  Portfolio  is a  diversified  portfolio  that seeks
long-term  growth of capital by investing  primarily in common stocks of foreign
and domestic issuers.

FOR  ADDITIONAL   INFORMATION   CONCERNING  JANUS  ASPEN  SERIES  FUND  AND  ITS
PORTFOLIOS,  PLEASE SEE THE JANUS ASPEN SERIES FUND PROSPECTUS,  WHICH SHOULD BE
READ CAREFULLY BEFORE INVESTING


PBHG INSURANCE SERIES FUNDS, INC.

PBHG GROWTH II PORTFOLIO

     The  investment  objective  of the PBHG  Growth  II  Portfolio  is  capital
appreciation.  The Portfolio will normally invest in growth  securities of small
and  medium-sized  companies  with  market  capitalizations  or annual  revenues
between $500 million and $10 billion. The growth securities in the Portfolio are
primarily common stocks that the Adviser believes have strong business momentum,
earnings growth and capital appreciation potential. The PBHG Growth II Portfolio
is managed by Jeffrey A. Wrona,  CFA,  who is  responsible  for  managing  other
mid-cap institutional  accounts and the PBHG Technology & Communications Fund of
The PBHG Funds, Inc.

PBHG TECHNOLOGY & COMMUNICATIONS PORTFOLIO

     The primary objective of the PBHG Technology & Communications  Portfolio is
long-term  growth of capital.  Current  income is incidental to the  Portfolio's
objective.  The  Portfolio  will  normally  invest in common stocks of companies


                                       9
<PAGE>

doing business in the technology and  communications  sectors of the market. The
Portfolio will invest 25% of its assets in one or more of the industries  within
these sectors,  which may include  computer  software and hardware,  network and
cable broadcasting,  semiconductors,  defense and data storage and retrieval and
biotechnology.  The  Portfolio  is managed by Jeffrey A.  Wrona,  CFA,  who also
manages the PBHG Technology & Communications Fund of The PBHG Funds, Inc.

FOR MORE COMPLETE  INFORMATION,  INCLUDING  INFORMATION ON CHARGES AND EXPENSES,
CONCERNING THE PBHG INSURANCE  SERIES FUND,  INC.  PLEASE CALL (800) 433-0051 OR
WRITE THE PBHG  INSURANCE  SERIES FUND,  INC. FOR A PROSPECTUS,  WHICH SHOULD BE
READ CAREFULLY BEFORE INVESTING.


SAFECO RESOURCE SERIES TRUST

RST EQUITY PORTFOLIO


     The RST Equity Portfolio has as its investment  objective to seek long-term
growth of capital  and  reasonable  current  income.  The RST  Equity  Portfolio
ordinarily   invests   principally  in  common  stocks  selected  for  long-term
appreciation and/or dividend potential.

RST GROWTH OPPORTUNITIES PORTFOLIO

     The RST Growth  Opportunities  Portfolio has as its investment objective to
seek growth of capital and the  increased  income that  ordinarily  follows from
such  growth.  The RST  Growth  Opportunities  Portfolio  ordinarily  invests  a
preponderance   of  its  assets  in  common   stocks   selected  for   potential
appreciation.


FOR  ADDITIONAL  INFORMATION  CONCERNING  SAFECO  RESOURCE  SERIES TRUST AND ITS
PORTFOLIOS, PLEASE SEE THE SAFECO RESOURCE SERIES TRUST PROSPECTUS, WHICH SHOULD
BE READ CAREFULLY BEFORE INVESTING.

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  growth of capital  through  investments in
the common stocks of established companies.

T. ROWE PRICE MID-CAP GROWTH PORTFOLIO

     The T. Rowe  Price  Mid-Cap  Growth  Portfolio  seeks  long-term  growth of
capital by investing in mid-cap stocks with potential for above-average earnings
growth.

T. ROWE PRICE FIXED INCOME SERIES, INC.

T. ROWE PRICE LIMITED-TERM BOND PORTFOLIO

     The T. Rowe Price  Limited-Term Bond Portfolio seeks a high level of income
consistent with moderate  fluctuations in principal value. The Portfolio invests
primarily in investment grade short- and  intermediate-term  bonds.  While there
are no maturity limitations on individual securities purchased,  the portfolio's
dollar-weighted average effective maturity will not exceed five years.

FOR ADDITIONAL  INFORMATION  CONCERNING T. ROWE PRICE EQUITY SERIES, INC. AND T.
ROWE PRICE FIXED INCOME  SERIES,  INC. AND THEIR  PORTFOLIOS,  PLEASE SEE THE T.
ROWE PRICE EQUITY SERIES,  INC. AND THE T. ROWE PRICE FIXED INCOME SERIES,  INC.
PROSPECTUSES, WHICH SHOULD BE READ CAREFULLY BEFORE INVESTING.



                                        10
<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, 1999.  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)             0.13%                   0.63%
   American Bond Portfolio                                    0.50%(1)             0.12%                   0.62%
   American Managed Portfolio                                 0.50%(1)             0.12%                   0.62%
   American Money Market Portfolio                            0.40%(1)             0.15%                   0.55%
Alger American Fund
   Alger American Growth Portfolio                            0.75%                0.04%                   0.79%
   Alger American Small Capitalization                        0.85%                0.05%                   0.90%
American Century Variable Portfolios, Inc.
   American Century VP Capital Appreciation Portfolio         1.00%                0.00%                   1.00%(2)
   American Century VP Income & Growth                        0.70%                0.00%                   0.70%
   American Century VP International Portfolio                1.50%                0.00%                   1.50%(2)
Fidelity Variable Insurance Products Fund
   VIP Equity-Income Portfolio                                0.50%                0.08%                   0.58%(3)
   VIP Growth Portfolio                                       0.60%                0.09%                   0.69%(3)
   VIP High Income Portfolio                                  0.59%                0.12%                   0.71%(3)
   VIP Money Market Portfolio                                 0.21%                0.10%                   0.31%
   VIP Overseas Portfolio                                     0.75%                0.17%                   0.92%(3)
Fidelity Variable Insurance Products Fund II
   VIP II Asset Manager Portfolio                             0.55%                0.10%                   0.65%(3)
   VIP II Contrafund Portfolio                                0.60%                0.11%                   0.71%(3)
   VIP II Index 500 Portfolio                                 0.24%                0.04%                   0.28%(4)
Janus Aspen Series
   Flexible Income Portfolio                                  0.65%                0.07%                   0.72%
   Worldwide Growth Portfolio                                 0.65%                0.05%                   0.70%(5)
PBHG Insurance Series Fund, Inc.
   PBHG Growth II                                             0.75%                0.42%                   1.17%(6)
   PBHG Technology & Communications                           0.85%                0.24%                   1.09%(6)
SAFECO Resource Series Trust
   RST Equity                                                 0.74%                0.02%                   0.76%
   RST Growth Opportunities                                   0.74%                0.05%                   0.79%
T. Rowe Price Equity Series, Inc.
   T. Rowe Price Equity Income Portfolio                      0.85%                0.00%                   0.85%(7)
   T. Rowe Price Mid-Cap Growth                               0.85%                0.00%                   0.85%(7)
T. Rowe Price Fixed Income Series, Inc.
   T. Rowe Price Limited-Term Bond                            0.70%                0.00%                   0.70%(7)

<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 1999, expenses
did not exceed 1% of the average daily net asset value.

     (2)  American  Century  VP  International  fees  are  1.50%  on  the  first
$250,000,000  of average net assets;  1.20% on the next  $250,000,000 of average
net assets; and, 1.10% thereafter. American Century VP Capital Appreciation fees
are  1.00%  on  the  first  $500,000,000  of  net  assets;  0.95%  on  the  next
$500,000,000; and, 0.90% thereafter.

     (3) A portion of the brokerage  commissions that certain funds pay was used
to  reduce  fund  expenses.  In  addition,   certain  funds  have  entered  into
arrangements  with their  custodian and transfer agent whereby interst earned on
uninvested cash balances was used to reduce custodian expenses.  Including these
reductions,  the total operating expenses presented in the table would have been
 .57% for Equity-Income Portfolio,  .67% for Growth Portfolio,  .90% for Overseas
Portfolio,  .64% for Asset Manager Portfolio,  .68% for Contrafund Portfolio and
 .71% for High Income Portfolio.

     (4) FMR 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 .27%, .13% and .40%, respectively.

     (5) Expenses are based upon expenses for the fiscal year ended December 31,
1999,  restated to reflect a reduction in the  management  fee for the Worldwide
Growth Portfolio. Expenses are stated without waivers by Janus Capital. Waivers,
if  applicable,  are first applied  against the  management fee and then against
other expenses,  and will continue at least until the next annual renewal of the
advisory agreement.  All expenses are shown without the effect of expense offset
arrangements.

     (6) You should know that because Pilgrim Baxter has contractually agreed to
waive  that  portion,  if any,  of the  annual  management  fees  payable by the
Portfolio and to pay certain  expenses of the Portfolio to the extent  necessary
to ensure that the total annual fund operating expenses do not exceed 1.20%. You
should  also know that in any fiscal  year in which the  Portfolio's  assets are
greater than $75 million and its total annual fund  operating  expenses are less
than 1.20%,  the Portfolio's  Board of Directors may elect to reimburse  Pilgrim
Baxter  for any fees it waived or  expenses  it  reimbursed  on the  Portfolio's
behalf  during the  previous two fiscal  years.  In 1999,  the Board  elected to
reimburse  $31,616 in waived  fees for the Growth II  Portfolio  and  $93,603 in
waived fees for the Technology & Communications Portfolio.

     (7) Management fee includes operating expenses.

</FN>
</TABLE>


                                       11
<PAGE>


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


AUL  has  entered  into  agreements  with  the  Distributors/Advisers  of  Alger
Management,   Inc.,  American  Century  Variable   Portfolios,   Inc.,  Fidelity
Investments,  Janus Capital  Corporation,  Pilgrim  Baxter & Associates,  SAFECO
Asset Management  Company,  T. Rowe Price Equity Series,  Inc. and T. Rowe Price
Fixed Income Series, Inc., 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 25 basis
points on the net average aggregate deposits made.


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

                        PREMIUM PAYMENTS AND ALLOCATIONS

APPLYING FOR A POLICY

AUL requires satisfactory evidence of the proposed Insured's insurability, which
may include a medical  examination of the proposed Insured.  The available Issue
Ages are 0 through 85 on a standard 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 calendar days after you receive your Policy (or a longer
period if required by law).  We assume you receive  your Policy 5 calendar  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


                                       12
<PAGE>

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 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  Fixed  Account  and the
Investment Accounts in accordance with your allocation instructions on the later
of the day the "right to  examine"  period  expires,  or the date we receive the
premium at our Home Office.  Subsequent  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 Fixed  Account  and the  Investment  Accounts  of the
Separate  Account in accordance with your allocation  instructions  prior to the
expiration  of the "right to  examine"  period.  If you  exercise  your right to
examine  the Policy and cancel it by  returning  it to us, we will refund to you
the greater of any premiums paid or the Account Value.  At the end of the "right
to examine"  period,  we transfer  the  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 calendar 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

                                       13
<PAGE>

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.


INITIAL DOLLAR COST AVERAGING PROGRAM

     After  July 1, 2000,  at issue,  owners  who wish to  purchase  units of an
Investment  Account  over a six month or one year  period may do so through  the
Initial Dollar Cost  Averaging  ("Initial  DCA") Program.  Under the Initial DCA
Program,  the Contract Owner  authorizes AUL to allocate  initial and subsequent
premiums received in the first 6 or 12 months after the contract issue date into
the Enhanced Averaging Fixed Account. An amount is transferred from the Enhanced
Averaging  Fixed  Account  into  one or  more  other  Investment  Accounts.  AUL
recalculates the transfer amount each month to ensure that the entire balance of
the Enhanced  Averaging  Fixed Account is  transferred  within six months or one
year after the initial  premium is received.  The unit values are  determined on
the dates of the transfers. These transfers will continue automatically over a 6
or 12 month  period.  To  participate  in the  Program,  AUL  requires a minimum
deposit of $10,000  into the  Enhanced  Averaging  Fixed  Account.

ONGOING DOLLAR COST AVERAGING PROGRAM

The Ongoing 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 Ongoing 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 Ongoing
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
Ongoing 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 Ongoing 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 Ongoing Dollar Cost Averaging
Program.  We also  reserve the right to alter the terms or suspend or  eliminate
the availability of the Ongoing 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.



                                  FIXED ACCOUNT

Summary of the Fixed Account

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

                                       14
<PAGE>


generally  applicable  provisions of the federal securities laws relating to the
accuracy and completeness of statements made in prospectuses.

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

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

Minimum Guaranteed and Current Interest Rates

The Account Value in the Fixed  Account  earns  interest at one or more interest
rates  determined  by AUL at its  discretion  and declared in advance  ("Current
Rate"),  which are guaranteed by AUL to be at least an annual  effective rate of
3% ("Guaranteed Rate"). AUL will determine a Current Rate from time to time and,
generally,  any Current Rate that exceeds the Guaranteed  Rate will be effective
for the  Policies  for a period of at least one year.  We  reserve  the right to
change the method of crediting from time to time,  provided that such changes do
not have the effect of reducing the guaranteed  rate of interest.  AUL bears the
investment  risk for Owner's Fixed Account values and for paying interest at the
Current Rate on amounts allocated to the Fixed Account.

Enhanced Averaging Fixed Account

     A Contract Owner may allocate initial and subsequent  premiums in the first
Contract Year to the Enhanced  Averaging Fixed Account.  The Enhanced  Averaging
Fixed Account may only be requested at issue and requires an initial  deposit of
$10,000  therein.  Within six months or one year after the initial  deposit into
the Enhanced  Averaging  Fixed  Account,  a Contract  Owner must transfer  these
allocations to other Investment Accounts. AUL will recalculate,  each month, the
amounts it will  transfer  out of the Enhanced  Averaging  Fixed  Account.  This
procedure  ensures  that the entire  balance  of the  Enhanced  Averaging  Fixed
Account  will be  transferred  within six  months or one year after the  initial
deposit. Amounts allocated to the Enhanced Averaging Fixed Account earn interest
at rates  periodically  determined by AUL. AUL  guarantees  these rates to be at
least an effective annual rate of 3%.

Calculation of the Fixed Account Value

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

Transfers from the Fixed Account

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

Payment Deferral

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



                             CHARGES AND DEDUCTIONS

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. All Monthly  Deductions  except the Mortality and Expense Risk
Charge are deducted  from the Account Value pro rata on the basis of the portion
of Account  Value in each  account.  The  Mortality  and Expense  Risk Charge is
deducted from the Variable Account value pro rata on the basis of the portion of
the Variable Account value in each Investment 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


                                       15
<PAGE>

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
Variable  Account  value pro rata  based on your  amounts in each  account.  The
current  charge is at an annual rate of 0.90% of Variable  Account  value during
the first 10  Policy  Years,  and 0.80%  thereafter,  and is  guaranteed  not to
increase  for the  duration  of a Policy.  AUL may  realize  a profit  from this
charge.


The mortality risk assumed is that Insureds,  as a group, may live for a shorter
period of time than  estimated  and,  therefore,  the cost of insurance  charges
specified in the Policy will be insufficient to meet actual claims.  The expense
risk AUL assumes is that  expenses  incurred in issuing  and  administering  the
Policies and the  Separate  Account  will exceed the amounts  realized  from the
monthly administrative charges assessed against the Policies.

PREMIUM TAX CHARGE. AUL deducts a monthly charge at an annual rate equal to .25%
of Account  Value during the first 10 Policy  Years for state and local  premium
taxes and  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 the 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  calculated  based on the
percentage of first year premium  surrendered  will be deducted from the Account
Value if the Policy is completely  surrendered for cash or if you make a Partial
Surrender.  Twelve  percent of the amount of first year  premium not  previously
withdrawn,  known as the "remaining withdrawal amount," may be withdrawn without
incurring a withdrawal  charge.  A withdrawal  charge will be assessed  upon any
amounts withdrawn in excess of this amount. The "remaining  withdrawal  amount,"
which is  initially  the first  year  premium,  will then be reduced by the full
amount of the  withdrawal.  Future free  withdrawal  amounts will be  calculated
based on the  remaining  withdrawal  amount.  A  withdrawal  charge  will not be
assessed on amounts  withdrawn  in excess of the first year  premium.  The total
surrender charge will not exceed the maximum  surrender charge set forth in your
Policy.

The  surrender  charge for a  reinstated  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.


                                       16
<PAGE>

                           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/or the crediting of interest in the Fixed Account,  and will depend
on the allocation of Account Value. If the Net Cash Value on a Monthiversary  is
less than the amount of the Monthly  Deduction to be deducted on that date,  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,
the  Fixed  Account  Value  and the Loan  Account  value.  Account  Value may be
significantly  affected  on days when the New York  Stock  Exchange  is open 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  allocated to the Fixed Account,  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

                                       17
<PAGE>

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.


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


LOAN ACCOUNT VALUE.  On any Valuation Date, if there have been any Policy loans,
the Loan Account value is equal to amounts  transferred to the Loan Account from
the  Investment  Accounts 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.

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."

                                       18
<PAGE>

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

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


SELECTING AND CHANGING THE BENEFICIARY

You select the  beneficiary  in your  application.  You may select more than one
beneficiary.  You may later change the  beneficiary in accordance with the terms
of the Policy. The primary  beneficiary,  or, if the primary  beneficiary is not
living, the contingent beneficiary,  is the person entitled to receive the Death
Benefit Proceeds under the Policy. If the Insured dies and there is no surviving
beneficiary,  the Owner (or the Owner's estate if the Owner is the Insured) will
be the  beneficiary.  If a beneficiary  is designated as  irrevocable,  then the
beneficiary's 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 and the Fixed Account into
the Policy's  Loan  Account.  Thus, a loan will have no immediate  effect on the
Account Value, but the Net Cash Value will be reduced  immediately by the amount
transferred to the Loan Account.  The Owner can specify the Investment  Accounts
from which  collateral  will be  transferred.  If no  allocation  is  specified,
collateral will be transferred  from each Investment  Account and from the Fixed
Account in the same proportion that the Account Value in each Investment Account
and the Fixed Account bears to the total Account Value in those  accounts on the
date that the loan is made.  Due and unpaid  interest will be  transferred  each
Policy  Anniversary from each Investment Account to the Loan Account in the same
proportion  that each  Investment  Account and Fixed  Account bears to the total
unloaned  Account Value.  The amount we transfer will be the amount by which the
interest due exceeds the interest which has been credited on the Loan Account.

The Loan Account will be credited with  interest at an effective  annual rate of
not less than 5.0%.  Thus,  the maximum net cost of a loan is 1.0% 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 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

                                       19
<PAGE>

repayment is transferred  from the Loan Account to the  Investment  Accounts and
the Fixed Account.  Thus, a loan repayment will have no immediate  effect on the
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 and the Fixed Account  according to the premium  allocation
instructions in effect at that time.


If  the  Death  Benefit  becomes  payable  while  a  loan  is  outstanding,  any
outstanding  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 and current  interest  rates
credited on Account Value in the Fixed Account will apply only to the non-loaned
portion of the Account Value.  The longer the loan is  outstanding,  the greater
the  effect  is  likely  to be.  Depending  on  the  investment  results  of the
Investment Accounts while the loan is outstanding, the effect could be favorable
or unfavorable.  Policy loans may increase the potential for lapse if investment
results of the Investment Accounts are less than anticipated. Also, loans could,
particularly  if not repaid,  make it more likely than otherwise for a Policy to
terminate.  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 and/or the Fixed Account.  If you
provide no directions,  the Partial Surrender will be deducted from your Account
Value in the  Investment  Accounts  and/or the Fixed Account 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.

                                       20
<PAGE>

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

If a payee  dies  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

                                       21
<PAGE>

duration  of  withdrawals  and loans,  and to the  amount of Account  Value that
should remain in your Policy upon its maturity.  Poor investment performance can
contribute  to the risk that your  Policy may lapse.  In  addition,  the cost of
insurance  generally  increases  with the age of the Insured,  which can further
erode existing Net Cash Value and contribute to the risk of lapse.

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

You should  consult  with your  financial  and tax  advisers in designing a life
insurance  retirement plan that is suitable 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
Investment Accounts



available  under the  Policy,  and that no amounts  are  allocated  to the Fixed
Account. These illustrations also assume that no Policy loans have been made.

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
0.75% 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.  Effective May 1, 1999, the American Century VP Capital  Appreciation
Portfolio is no longer available for new contracts;  therefore,  the Portfolio's
expenses  are  not  included  in  the  above  average.  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
0nsured'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.


                                       22
<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 -1.64% DURING FIRST 10 POLICY YEARS, -1.54% 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          96,943        88,143   357,859        95,786       86,986     357,859
    2              110,250          93,980        86,060   357,859        91,482       83,562     357,859
    3              115,763          91,107        84,067   357,859        87,063       80,023     357,859
    4              121,551          88,322        82,162   357,859        82,501       76,341     357,859
    5              127,628          85,623        80,343   357,859        77,766       72,486     357,859
    6              134,010          83,005        78,605   357,859        72,835       68,435     357,859
    7              140,710          80,468        76,948   357,859        67,683       64,163     357,859
    8              147,746          78,008        75,368   357,859        62,285       59,645     357,859
    9              155,133          75,624        73,864   357,859        56,612       54,852     357,859
   10              162,889          73,312        72,432   357,859        50,624       49,744     357,859
   11              171,034          71,428        71,428   357,859        44,503       44,503     357,859
   12              179,586          69,592        69,592   357,859        37,908       37,908     357,859
   13              188,565          67,803        67,803   357,859        30,755       30,755     357,859
   14              197,993          66,060        66,060   357,859        22,949       22,949     357,859
   15              207,893          64,361        64,361   357,859        14,386       14,386     357,859
   16              218,287          62,707        62,707   357,859         4,966        4,966     357,859
   17              229,202          61,095        61,095   357,859             0            0           0
   18              240,662          59,524        59,524   357,859             0            0           0
   19              252,695          57,994        57,994   357,859             0            0           0
   20              265,330          56,503        56,503   357,859             0            0           0
   21              278,596          55,051        55,051   357,859             0            0           0
   22              292,526          53,636        53,636   357,859             0            0           0
   23              307,152          52,257        52,257   357,859             0            0           0
   24              322,510          50,914        50,914   357,859             0            0           0
   25              338,635          49,605        49,605   357,859             0            0           0
   26              355,567          48,330        48,330   357,859             0            0           0
   27              373,346          47,087        47,087   357,859             0            0           0
   28              392,013          45,877        45,877   357,859             0            0           0
   29              411,614          44,698        44,698   357,859             0            0           0
   30              432,194          43,549        43,549   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.



                                       23
<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 4.31% DURING FIRST 10 POLICY YEARS, 4.41% 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         102,808        94,008   357,859       101,651       92,851     357,859
    2              110,250         105,695        97,775   357,859       103,207       95,287     357,859
    3              115,763         108,663       101,623   357,859       104,648       97,608     357,859
    4              121,551         111,714       105,554   357,859       105,945       99,785     357,859
    5              127,628         114,851       109,571   357,859       107,075      101,795     357,859
    6              134,010         118,076       113,676   357,859       108,013      103,613     357,859
    7              140,710         121,392       117,872   357,859       108,736      105,216     357,859
    8              147,746         124,800       122,160   357,859       109,222      106,582     357,859
    9              155,133         128,305       126,545   357,859       109,442      107,682     357,859
   10              162,889         131,907       131,027   357,859       109,358      108,478     357,859
   11              171,034         136,291       136,291   357,859       109,479      109,479     357,859
   12              179,586         140,820       140,820   357,859       109,210      109,210     357,859
   13              188,565         145,499       145,499   357,859       108,474      108,474     357,859
   14              197,993         150,334       150,334   357,859       107,188      107,188     357,859
   15              207,893         155,329       155,329   357,859       105,255      105,255     357,859
   16              218,287         160,491       160,491   357,859       102,583      102,583     357,859
   17              229,202         165,824       165,824   357,859        99,063       99,063     357,859
   18              240,662         171,334       171,334   357,859        94,579       94,579     357,859
   19              252,695         177,028       177,028   357,859        88,980       88,980     357,859
   20              265,330         182,910       182,910   357,859        82,062       82,062     357,859
   21              278,596         188,988       188,988   357,859        73,559       73,559     357,859
   22              292,526         195,268       195,268   357,859        63,125       63,125     357,859
   23              307,152         201,757       201,757   357,859        50,317       50,317     357,859
   24              322,510         208,461       208,461   357,859        34,589       34,589     357,859
   25              338,635         215,388       215,388   357,859        15,305       15,305     357,859
   26              355,567         222,546       222,546   357,859             0            0           0
   27              373,346         229,941       229,941   357,859             0            0           0
   28              392,013         237,582       237,582   357,859             0            0           0
   29              411,614         245,476       245,476   357,859             0            0           0
   30              432,194         253,634       253,634   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.



                                       24
<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 10.26% DURING FIRST 10 POLICY YEARS, 10.37% 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         108,674        99,874   357,859       107,517       98,717     357,859
    2              110,250         118,100       110,180   357,859       115,635      107,715     357,859
    3              115,763         128,344       121,304   357,859       124,406      117,366     357,859
    4              121,551         139,476       133,316   357,859       133,888      127,728     357,859
    5              127,628         151,574       146,294   357,859       144,152      138,872     357,859
    6              134,010         164,721       160,321   357,859       155,284      150,884     357,859
    7              140,710         179,009       175,489   357,859       167,385      163,865     357,859
    8              147,746         194,536       191,896   357,859       180,573      177,933     357,859
    9              155,133         211,409       209,649   357,859       194,983      193,223     357,859
   10              162,889         229,746       228,866   357,859       210,767      209,887     357,859
   11              171,034         250,924       250,924   357,859       229,253      229,253     357,859
   12              179,586         274,100       274,100   357,859       249,723      249,723     357,859
   13              188,565         299,698       299,698   377,620       272,461      272,461     357,859
   14              197,993         327,738       327,738   406,395       297,777      297,777     369,243
   15              207,893         358,390       358,390   437,236       325,626      325,626     397,264
   16              218,287         391,917       391,917   470,300       356,088      356,088     427,306
   17              229,202         428,493       428,493   509,907       389,321      389,321     463,292
   18              240,662         468,398       468,398   552,709       425,577      425,577     502,181
   19              252,695         511,936       511,936   598,965       465,136      465,136     544,209
   20              265,330         559,437       559,437   648,947       508,294      508,294     589,621
   21              278,596         611,256       611,256   702,944       555,376      555,376     638,682
   22              292,526         668,081       668,081   754,931       607,006      607,006     685,917
   23              307,152         730,487       730,487   810,840       663,706      663,706     736,714
   24              322,510         799,153       799,153   871,077       726,096      726,096     791,444
   25              338,635         874,901       874,901   936,144       794,919      794,919     850,563
   26              355,567         958,718       958,718   1,006,654     871,073      871,073     914,627
   27              373,346       1,050,243     1,050,243   1,102,756     954,232      954,232   1,001,943
   28              392,013       1,150,142     1,150,142   1,207,649   1,044,998    1,044,998   1,097,248
   29              411,614       1,259,128     1,259,128   1,322,085   1,144,021    1,144,021   1,201,222
   30              432,194       1,377,955     1,377,955   1,446,853   1,251,984    1,251,984   1,314,584

</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

                               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 -1.64% DURING FIRST 10 POLICY YEARS, -1.54% 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          96,943        88,143   244,010        95,160       86,360     244,010
    2              110,250          93,980        86,060   244,010        90,123       82,203     244,010
    3              115,763          91,107        84,067   244,010        84,845       77,805     244,010
    4              121,551          88,322        82,162   244,010        79,274       73,114     244,010
    5              127,628          85,623        80,343   244,010        73,353       68,073     244,010
    6              134,010          83,005        78,605   244,010        67,028       62,628     244,010
    7              140,710          80,468        76,948   244,010        60,240       56,720     244,010
    8              147,746          78,008        75,368   244,010        52,924       50,284     244,010
    9              155,133          75,624        73,864   244,010        44,999       43,239     244,010
   10              162,889          73,312        72,432   244,010        36,352       35,472     244,010
   11              171,034          71,428        71,428   244,010        26,994       26,994     244,010
   12              179,586          69,592        69,592   244,010        16,525       16,525     244,010
   13              188,565          67,803        67,803   244,010         4,690        4,690     244,010
   14              197,993          66,060        66,060   244,010             0            0           0
   15              207,893          64,361        64,361   244,010             0            0           0
   16              218,287          62,707        62,707   244,010             0            0           0
   17              229,202          61,095        61,095   244,010             0            0           0
   18              240,662          59,524        59,524   244,010             0            0           0
   19              252,695          57,994        57,994   244,010             0            0           0
   20              265,330          56,503        56,503   244,010             0            0           0
   21              278,596          55,051        55,051   244,010             0            0           0
   22              292,526          53,636        53,636   244,010             0            0           0
   23              307,152          52,257        52,257   244,010             0            0           0
   24              322,510          50,914        50,914   244,010             0            0           0
   25              338,635          49,605        49,605   244,010             0            0           0
   26              355,567          48,330        48,330   244,010             0            0           0
   27              373,346          47,087        47,087   244,010             0            0           0
   28              392,013          45,877        45,877   244,010             0            0           0
   29              411,614          44,698        44,698   244,010             0            0           0
   30              432,194          43,549        43,549   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.

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.



                                       26
<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 4.31% DURING FIRST 10 POLICY YEARS, 4.41% 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         102,808        94,008   244,010       101,031       92,231     244,010
    2              110,250         105,695        97,775   244,010       101,888       93,968     244,010
    3              115,763         108,663       101,623   244,010       102,536       95,496     244,010
    4              121,551         111,714       105,554   244,010       102,935       96,775     244,010
    5              127,628         114,851       109,571   244,010       103,042       97,762     244,010
    6              134,010         118,076       113,676   244,010       102,815       98,415     244,010
    7              140,710         121,392       117,872   244,010       102,209       98,689     244,010
    8              147,746         124,800       122,160   244,010       101,174       98,534     244,010
    9              155,133         128,305       126,545   244,010        99,645       97,885     244,010
   10              162,889         131,907       131,027   244,010        97,534       96,654     244,010
   11              171,034         136,291       136,291   244,010        95,222       95,222     244,010
   12              179,586         140,820       140,820   244,010        92,084       92,084     244,010
   13              188,565         145,499       145,499   244,010        87,925       87,925     244,010
   14              197,993         150,334       150,334   244,010        82,510       82,510     244,010
   15              207,893         155,329       155,329   244,010        75,568       75,568     244,010
   16              218,287         160,491       160,491   244,010        66,786       66,786     244,010
   17              229,202         165,824       165,824   244,010        55,784       55,784     244,010
   18              240,662         171,334       171,334   244,010        42,104       42,104     244,010
   19              252,695         177,028       177,028   244,010        25,153       25,153     244,010
   20              265,330         182,910       182,910   244,010         4,119        4,119     244,010
   21              278,596         188,988       188,988   244,010             0            0           0
   22              292,526         195,268       195,268   244,010             0            0           0
   23              307,152         201,757       201,757   244,010             0            0           0
   24              322,510         208,461       208,461   244,010             0            0           0
   25              338,635         215,388       215,388   244,010             0            0           0
   26              355,567         222,546       222,546   244,010             0            0           0
   27              373,346         229,941       229,941   244,010             0            0           0
   28              392,013         237,582       237,582   249,461             0            0           0
   29              411,614         245,476       245,476   257,750             0            0           0
   30              432,194         253,634       253,634   266,315             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

                               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 10.26% DURING FIRST 10 POLICY YEARS, 10.37% 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         108,674        99,874   244,010       106,905       98,105     244,010
    2              110,250         118,100       110,180   244,010       114,366      106,446     244,010
    3              115,763         128,344       121,304   244,010       122,445      115,405     244,010
    4              121,551         139,476       133,316   244,010       131,216      125,056     244,010
    5              127,628         151,574       146,294   244,010       140,774      135,494     244,010
    6              134,010         164,721       160,321   244,010       151,242      146,842     244,010
    7              140,710         179,009       175,489   244,010       162,767      159,247     244,010
    8              147,746         194,536       191,896   244,010       175,534      172,894     244,010
    9              155,133         211,444       209,684   247,389       189,761      188,001     244,010
   10              162,889         229,912       229,032   266,698       205,715      204,835     244,010
   11              171,034         251,208       251,208   288,890       224,696      224,696     258,400
   12              179,586         274,562       274,562   310,255       245,584      245,584     277,510
   13              188,565         300,209       300,209   333,232       268,524      268,524     298,062
   14              197,993         328,429       328,429   357,987       293,766      293,766     320,205
   15              207,893         359,559       359,559   384,728       321,611      321,611     344,123
   16              218,287         394,005       394,005   413,705       352,421      352,421     370,042
   17              229,202         431,619       431,619   453,200       386,066      386,066     405,369
   18              240,662         472,675       472,675   496,309       422,788      422,788     443,928
   19              252,695         517,465       517,465   543,338       462,851      462,851     485,994
   20              265,330         566,299       566,299   594,614       506,532      506,532     531,858
   21              278,596         619,502       619,502   650,477       554,119      554,119     581,825
   22              292,526         677,408       677,408   711,279       605,914      605,914     636,210
   23              307,152         740,365       740,365   777,383       662,226      662,226     695,337
   24              322,510         808,733       808,733   849,170       723,379      723,379     759,548
   25              338,635         883,280       883,280   927,444       789,719      789,719     829,205
   26              355,567         964,697       964,697 1,012,932       861,616      861,616     904,697
   27              373,346       1,053,620     1,053,620 1,106,301       939,470      939,470     986,443
   28              392,013       1,150,739     1,150,739 1,208,276     1,023,700    1,023,700   1,074,885
   29              411,614       1,256,810     1,256,810 1,319,651     1,114,753    1,114,753   1,170,490
   30              432,194       1,372,658     1,372,658 1,441,291     1,213,088    1,213,088   1,273,742

</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>


                    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 $381,680

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%

   (APPROXIMATE NET OF -1.64% DURING FIRST 10 POLICY YEARS, -1.54% 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          97,531        88,731   379,162        97,531       88,731     379,162
    2              110,250          95,016        87,096   379,162        95,016       87,096     379,162
    3              115,763          92,435        85,395   379,162        92,431       85,391     379,162
    4              121,551          89,924        83,764   379,162        89,742       83,582     379,162
    5              127,628          87,481        82,201   379,162        86,912       81,632     379,162
    6              134,010          85,105        80,705   379,162        83,898       79,498     379,162
    7              140,710          82,793        79,273   379,162        80,652       77,132     379,162
    8              147,746          80,544        77,904   379,162        77,128       74,488     379,162
    9              155,133          78,356        76,596   379,162        73,271       71,511     379,162
   10              162,889          76,228        75,348   379,162        69,010       68,130     379,162
   11              171,034          74,529        74,529   379,162        64,582       64,582     379,162
   12              179,586          72,868        72,868   379,162        59,502       59,502     379,162
   13              188,565          71,243        71,243   379,162        53,596       53,596     379,162
   14              197,993          69,656        69,656   379,162        46,651       46,651     379,162
   15              207,893          68,103        68,103   379,162        38,422       38,422     379,162
   16              218,287          66,585        66,585   379,162        28,632       28,632     379,162
   17              229,202          65,101        65,101   379,162        16,973       16,973     379,162
   18              240,662          63,650        63,650   379,162         3,092        3,092     379,162
   19              252,695          62,232        62,232   379,162             0            0           0
   20              265,330          60,845        60,845   379,162             0            0           0
   21              278,596          59,488        59,488   379,162             0            0           0
   22              292,526          58,163        58,163   379,162             0            0           0
   23              307,152          56,866        56,866   379,162             0            0           0
   24              322,510          55,599        55,599   379,162             0            0           0
   25              338,635          54,360        54,360   379,162             0            0           0
   26              355,567          53,148        53,148   379,162             0            0           0
   27              373,346          51,963        51,963   379,162             0            0           0
   28              392,013          50,805        50,805   379,162             0            0           0
   29              411,614          49,673        49,673   379,162             0            0           0
   30              432,194          48,566        48,566   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 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.



                                       29
<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 $381,680

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%

    (APPROXIMATE NET OF 4.31% DURING FIRST 10 POLICY YEARS, 4.41% 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         103,433        94,633   379,162       103,433       94,633     379,162
    2              110,250         106,881        98,961   379,162       106,881       98,961     379,162
    3              115,763         110,323       103,283   379,162       110,323      103,283     379,162
    4              121,551         113,819       107,659   379,162       113,732      107,572     379,162
    5              127,628         117,425       112,145   379,162       117,075      111,795     379,162
    6              134,010         121,146       116,746   379,162       120,317      115,917     379,162
    7              140,710         124,985       121,465   379,162       123,418      119,898     379,162
    8              147,746         128,946       126,306   379,162       126,339      123,699     379,162
    9              155,133         133,032       131,272   379,162       129,036      127,276     379,162
   10              162,889         137,248       136,368   379,162       131,452      130,572     379,162
   11              171,034         142,306       142,306   379,162       134,188      134,188     379,162
   12              179,586         147,551       147,551   379,162       136,510      136,510     379,162
   13              188,565         152,989       152,989   379,162       138,288      138,288     379,162
   14              197,993         158,627       158,627   379,162       139,360      139,360     379,162
   15              207,893         164,473       164,473   379,162       139,545      139,545     379,162
   16              218,287         170,535       170,535   379,162       138,638      138,638     379,162
   17              229,202         176,820       176,820   379,162       136,408      136,408     379,162
   18              240,662         183,336       183,336   379,162       132,593      132,593     379,162
   19              252,695         190,093       190,093   379,162       126,863      126,863     379,162
   20              265,330         197,099       197,099   379,162       118,783      118,783     379,162
   21              278,596         204,363       204,363   379,162       107,754      107,754     379,162
   22              292,526         211,895       211,895   379,162        92,955       92,955     379,162
   23              307,152         219,705       219,705   379,162        73,262       73,262     379,162
   24              322,510         227,802       227,802   379,162        47,173       47,173     379,162
   25              338,635         236,197       236,197   379,162        12,708       12,708     379,162
   26              355,567         244,902       244,902   379,162             0            0           0
   27              373,346         253,928       253,928   379,162             0            0           0
   28              392,013         263,287       263,287   379,162             0            0           0
   29              411,614         272,990       272,990   379,162             0            0           0
   30              432,194         283,051       283,051   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.



                                       30
<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 $381,680


           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%

   (APPROXIMATE NET OF 10.26% DURING FIRST 10 POLICY YEARS, 10.37 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         109,336       100,536   379,162       109,336      100,536     379,162
    2              110,250         119,445       111,525   379,162       119,445      111,525     379,162
    3              115,763         130,384       123,344   379,162       130,384      123,344     379,162
    4              121,551         142,216       136,056   379,162       142,216      136,056     379,162
    5              127,628         155,094       149,814   379,162       155,006      149,726     379,162
    6              134,010         169,138       164,738   379,162       168,834      164,434     379,162
    7              140,710         184,454       180,934   379,162       183,792      180,272     379,162
    8              147,746         201,156       198,516   379,162       199,992      197,352     379,162
    9              155,133         219,371       217,611   379,162       217,567      215,807     379,162
   10              162,889         239,236       238,356   379,162       236,671      235,791     379,162
   11              171,034         262,205       262,205   379,162       258,780      258,780     379,162
   12              179,586         287,379       287,379   379,162       283,075      283,075     379,162
   13              188,565         314,969       314,969   379,162       309,873      309,873     379,162
   14              197,993         345,338       345,338   379,162       339,585      339,585     379,162
   15              207,893         379,024       379,024   405,556       372,648      372,648     398,733
   16              218,287         416,138       416,138   436,945       409,138      409,138     429,594
   17              229,202         456,777       456,777   479,616       449,092      449,092     471,547
   18              240,662         501,250       501,250   526,312       492,817      492,817     517,458
   19              252,695         549,890       549,890   577,385       540,639      540,639     567,671
   20              265,330         603,050       603,050   633,203       592,905      592,905     622,550
   21              278,596         661,101       661,101   694,156       649,979      649,979     682,478
   22              292,526         724,572       724,572   760,801       712,241      712,241     747,853
   23              307,152         794,138       794,138   833,845       780,080      780,080     819,084
   24              322,510         870,382       870,382   913,901       853,903      853,903     896,598
   25              338,635         953,946       953,946 1,001,643       934,135      934,135     980,842
   26              355,567       1,045,533     1,045,533 1,097,810     1,021,224    1,021,224   1,072,286
   27              373,346       1,145,913     1,145,913 1,203,209     1,115,642    1,115,642   1,171,424
   28              392,013       1,255,931     1,255,931 1,318,728     1,217,882    1,217,882   1,278,776
   29              411,614       1,376,511     1,376,511 1,445,337     1,328,456    1,328,456   1,394,879
   30              432,194       1,508,669     1,508,669 1,584,102     1,447,889    1,447,889   1,520,283

</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.


                                       31
<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

                                       32
<PAGE>

compliance with certain conditions, including the payment of a necessary premium
and submission of  satisfactory  evidence of  insurability.  See your Policy for
further information.

RIDER BENEFITS

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

     WAIVER OF MONTHLY DEDUCTION DISABILITY (WMDD)
     ISSUE AGES: 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,  policies
     with a Long-Term  Care  Accelerated  Death Benefit Rider or policies  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  and
     preferred 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.
     This rider is not  available  if the Last  Survivor  Rider is  issued.  The
     Accelerated  Death  Benefit  Rider  cannot be  exercised  if Long Term Care
     Accelerated Death Benefits are paid.


     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

                                       33
<PAGE>

     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.

     Conditions for Receipt of Long-Term Care  Accelerated  Death Benefit Rider.
     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 contact the Home Office.


                               TAX CONSIDERATIONS

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

TAX STATUS OF THE POLICY

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

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

                                       34
<PAGE>


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 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

                                       35
<PAGE>

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.


                                       36
<PAGE>


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 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 the time of  retirement,  the  Policy  must be: (1)
transferred  to a non-life  insurance  403(b)  contract  which complies with the
distribution  requirements of the Internal Revenue Code; or (2) surrendered;  or
(3)  distributed  and will  continue  in force,  subject  to the  payment of any
required  premium,  and the provisions of the 403(b) policy  endorsement will no
longer apply to the policy.

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


                                       37
<PAGE>

 a material conflict, we will take any necessary steps, including removing the
Separate  Account  from  that  Fund,  to  resolve  the  matter.   The  Board  of
Directors/Trustees  of each Fund will  monitor  events in order to identify  any
material  conflicts that may arise and determine what action,  if any, should be
taken in response to those events or conflicts.

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

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

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

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.

                                       38
<PAGE>

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.

AUL DIRECTORS AND EXECUTIVE OFFICERS

The  following  table sets forth the name and principal  occupations  during the
past  ten  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>

<TABLE>
<S>                                                        <C>

Name                                                        Principal Occupation During Past Five Years


Jerry D. Semler                                             Chairman of the Board, Pres. & CEO, 9/91-present; Chairman of the AUL
                                                            Acquisition Committee; Chairman of the Board & CEO, The State Life
                                                            Insurance company, 11/94-present; Jenn Foundation Board, 5/92-present;
                                                            IWC Resources Corp., 4/96-present

John R. Barton                                              Sr. Vice Pres., Group Life & Health Div., 1/99-present; VP Group
                                                            Operations, WAUSAU Insurance Co., 5/98-1/99; Consultant, Heron
                                                            Managment Group, 4/97-5/98; President & CEO, The Epoch Group, L.C.,
                                                            1/96-4/97

Steven C. Beering, 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

William R. Brown                                            General Counsel & Secretary, 1/85-present; Dir., NOLHGA Board,
                                                            1/95-present

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

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.
Zoinsville, IN 46077                                        State Life Ins. Co., 11/94-present, Dir., National Bank
                                                            of Indpls., 11/93-present; Dir. Lilly Industries, Inc.,
                                                            4/96-present

Christel DeHaan                                             Director, 1/00-present; President & Founder, DeHaan Family Foundation,
6330 Mayfield Ln.                                           1996-present; President, Resort Condiminiums Int'l, 1974-1996
Zionsville, IN 46077

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

Otto N. Frenzel                                             Director, 2/71-present (Chairman of Audit Comm.);
11330 Templin Rd.                                           Chairman, Executive Comm., National City Bank Indiana,
Zionsville, IN 46077                                        1/96-present; Chrmn. National City Bank Indiana,
                                                            10/92-1/96; Dir., National City Corp., 10/92-present;
                                                            Director, Indpls. Water Co., 4/63-present;
                                                            Dir., Indian Gas Co., Inc. 1/67-present; Dir., Indpls.
                                                            Power & Light 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

                                       39
<PAGE>
AUL DIRECTORS AND EXECUTIVE OFFICERS (continued

Name                                                        Principal Occupation During Past Five Years


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

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

William P. Johnson                                          Director, 7/78-present; Chairman of the Board & CEO,
19448 Rio Verde Dr.                                         Goshen Rubber Co., 7/91-present; Pres. & Dir., GSH Corp., 7/91-present;
Goshen, IN 46526                                            Chrmn., GRN Corp., 7/91-present; 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
                                                            Actuary, 1/84-7/97

Scott A. Kincaid                                            Sr. V.P. & Chief Information Officer, 3/98-present; V.P. & Chief
                                                            Information Officer 1/95-3/98

Charles D. Lineback                                         Sr. Vice Pres., Reinsurance Div., 12/87-present; President & CEO, AUL
                                                            RMS, 10/99-present

Constance E. Lund                                           Sr. Vice Pres., Corporate Finance, 1/00-present; V.P., Reporting and
                                                            Research, 1/99-1/00; AVP Reporting & Research, 5/95-1/99

Dayton H. Molendorp                                         Sr. Vice Pres., Individual Division, 9/99-present; V.P., Individual
                                                            Div., 11/98-9/99; V.P. Marketing, Individual Division, 6/92-9/98

James T. Morris                                             Director, 2/87-present (Chairman of the Salary and Nominiating Comm.);
8191 N. Pennsylvania                                        Chairman & CEO, Indianapolis Water Co., 1/92-present;
Indianapolis, IN 46240                                      Pres., Chrmn. & CEO, IWC Resources Corp., 1/89-present; Dir., National
                                                            City Bank Corp., 7/89-present; Dir., Paul Harris, 12/96-present;
                                                            Dir., State Life Ins. Co., 11/94-present

Jerry L. Plummer                                            Sr. Vice Pres., Human Resources, 1/93-present

R. Stephen Radcliffe                                        Executive Vice Pres., 8/94-present; Director, 2/91-present

Thomas E. Reilly, Jr.                                       Director, 2/90-present; Chairman, Reilly Industries,
8877 Pickwick Dr.                                           Inc., 1/90-present; Director, Lilly Indus. Inc., 4/81-present;
Indianapolis, IN 46260                                      Dir.,  First Chicago NBD Corp., 2/95-present;  Dir., Herff  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

G. David Sapp                                               Sr. Vice Pres., Investments, 1/92-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., 11/97-present
Vero Beach, Florida


                                       40
<PAGE>
AUL DIRECTORS AND EXECUTIVE OFFICERS (continued

Name                                                        Principal Occupation During Past Five Years

Yvonne H. Shaheen                                           Director, 8/93-present; Pres., & CEO, Long Elec. Co.,
11808 Rolling Springs Dr.                                   2/87-present; Dir., Community Hospital Foundation,
Carmel, IN 46032                                            1/92-2/96; Dir., Junior Achievement, 4/90-present; Dir.,
                                                            National Elec., Contractors Assoc., 1/91-present; Dir., EFS,
                                                            1/96-present; Board of Advisors, Bank One Indiana, 1/96-present;
                                                            Dir., Boy Scouts of America, 10/91-present, Director, State
                                                            Life Ins. Co., 11/94-present

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

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.,
                                                            8/95-present

</TABLE>

STATE REGULATION

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

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

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 ACCOUNTANTS


The  combined  balance  sheets  for AUL at  December  31,  1999 and 1998 and the
related combined statements of income, policyholders' surplus and cash flows for
the   years   then   ended,    appearing    herein   have   been    audited   by
PricewaterhouseCoopers  LLP,  independent  accountants,  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.



FINANCIAL STATEMENTS


AUL's  financial  statements  as of December 31, 1999 and 1998,  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.


                                       41
<PAGE>

                      REPORT OF INDEPENDENT ACCOUNTANTS


Report of Independent Accountants

To the Board of Directors
American United Life Insurance Company (R)

In our opinion, the accompanying combined balance sheet and the related combined
statements of operations and comprehensive  income,  policyholder's  surplus and
cash flows present fairly, in all materials respects,  the financial position of
American  United Life Insurance  Company (R) and affiliates  (the  "Company") at
December 31, 1999 and 1998,  and the results of their  operations and their cash
flows for years then ended, in conformity with accounting  principles  generally
accepted in the United States. 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 of these
financial statements in accordance with auditing standards generally accepted in
the United  States  which  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,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP
_________________________________
PricewaterhouseCoopers LLP

Indianapolis, IN
March 17, 2000

<TABLE>
<CAPTION>
<PAGE>


                                       42
<PAGE>

Combined Balance Sheet
December 31 , 1999 and 1998                                                     1999    (in millions)        1998
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                        <C>

Assets
Investments:
  Fixed maturities:
    Available for sale at fair value                                           $ 1,859.6                   $ 1,695.4
    Held to maturity at amortized cost                                           2,151.9                     2,536.2
Equity securities at fair value                                                     82.2                        75.1
Mortgage loans                                                                   1,157.8                     1,128.5
Real Estate                                                                         44.3                        46.6
Policy loans                                                                       149.3                       144.4
Short term and other invested assets                                               112.8                        64.9
Cash and cash equivalents                                                           62.3                        95.7
- ----------------------------------------------------------------------------------------------------------------------------------
    Total investments                                                            5,620.2                     5,786.8
- ----------------------------------------------------------------------------------------------------------------------------------
Accrued investment income                                                           72.5                        73.0
Reinsurance receivables                                                            432.7                       290.6
Deferred acquisition costs                                                         550.7                       451.7
Property and equipment                                                              66.9                        56.8
Insurance premiums in course of collection                                          67.3                        66.7
Other assets                                                                        48.9                        16.1
Assets held in separate accounts                                                 3,718.3                     2,594.6
- ----------------------------------------------------------------------------------------------------------------------------------
    Total assets                                                               $10,577.5                   $ 9,336.3
- ----------------------------------------------------------------------------------------------------------------------------------
Liabilities and policyholders' surplus
Liabilities
  Policy reserves                                                              $ 5,347.7                   $ 5,399.1
  Other policyholder funds                                                         158.6                       203.9
  Pending policyholder claims                                                      292.2                       209.2
  Surplus notes                                                                     75.0                        75.0
  Other liabilities and accrued expenses                                           246.5                       180.4
  Liabilities related to separate accounts                                       3,718.3                     2,594.6
- ----------------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                9,838.3                     8,602.2
- ----------------------------------------------------------------------------------------------------------------------------------
Accumulated other comprehensive income:
  Unrealized appreciation  (depreciation) of securities,
     net of deferred        tax                                                    (23.6)                       39.5
Policyholders' surplus                                                             762.8                       694.6
- ----------------------------------------------------------------------------------------------------------------------------------
    Total policyholders' surplus                                                   739.2                       734.1
- ----------------------------------------------------------------------------------------------------------------------------------
    Total liabilities and policyholders' surplus                               $10,577.5                   $ 9,336.3
- ----------------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statements.

<PAGE>

                                       43
<PAGE>

Combined Statement of Operations and Comprehensive Income

Year ended December 31                                                            1999     (in millions)       1998
- ----------------------------------------------------------------------------------------------------------------------------------
Revenues:
 Insurance premiums and other considerations                                   $   538.2                   $   478.5
 Policy and contract charges                                                        89.0                        87.7
 Net investment income                                                             431.0                       452.1
 Realized investment gains                                                            .6                        15.8
 Other income                                                                       10.9                         8.9
- ----------------------------------------------------------------------------------------------------------------------------------
   Total revenues                                                                1,069.7                     1,043.0
- ----------------------------------------------------------------------------------------------------------------------------------
Benefits and expenses:
 Policy benefits                                                               $   482.8                   $   462.4
 Interest expense on annuities and financial products                              206.9                       231.9
 Underwriting, acquisition and insurance expenses                                  177.3                       157.8
 Amortization of deferred acquisition costs                                         51.5                        59.7
 Dividends to policyholders                                                         25.9                        26.4
 Interest expense on surplus notes                                                   5.8                         5.8
 Other operating expenses                                                           13.1                        10.2
- ----------------------------------------------------------------------------------------------------------------------------------
   Total benefits and expenses                                                     963.3                       954.2
- ----------------------------------------------------------------------------------------------------------------------------------
Income before income tax expense                                                   106.4                        88.8
Income tax expense                                                                  38.2                        22.3
- ----------------------------------------------------------------------------------------------------------------------------------
   Net income                                                                  $    68.2                   $    66.5
- ----------------------------------------------------------------------------------------------------------------------------------
Other comprehensive income, net of tax:
Unrealized gains (losses) on securities:
 Unrealized holding gains (losses) arising during period                       $   (63.4)                  $     4.7
 Less: reclassification adjustment for gains (losses)
   included in net income                                                           (0.3)                        1.7
- ----------------------------------------------------------------------------------------------------------------------------------
Other comprehensive income (loss), net of tax                                      (63.1)                        3.0
- ----------------------------------------------------------------------------------------------------------------------------------
Comprehensive income                                                           $     5.1                   $    69.5
- ----------------------------------------------------------------------------------------------------------------------------------



Combined Statement of Policyholders' Surplus

December 31, 1999 and 1998                                                        1999     (in millions)     1998
- ----------------------------------------------------------------------------------------------------------------------------------
Policyholders' surplus at beginning of year                                    $   734.1                   $   664.6
Net income                                                                          68.2                        66.5
Change in accumulated other comprehensive
 income                                                                            (63.1)                        3.0
- ----------------------------------------------------------------------------------------------------------------------------------
Policyholders' surplus at end of year                                          $   739.2                   $   734.1
- ----------------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statements.

                                       44
<PAGE>


Combined Statement of Cash Flows

For years ended December 31, 1999 and 1998                                         1999      (in millions)    1998
- ----------------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
- ----------------------------------------------------------------------------------------------------------------------------------
Net Income                                                                     $    68.2                   $    66.5
Adjustments to reconcile net income to net cash
  provided by operating activities:
    Amortization of deferred acquisition costs                                      51.5                        59.7
    Depreciation                                                                    12.0                        11.2
    Deferred taxes                                                                  22.0                         8.1
    Realized investment gains                                                        (.6)                      (15.8)
    Policy acquisition costs capitalized                                          (105.4)                      (94.2)
    Interest credited to deposit liabilities                                       200.3                       225.7
    Fees charged to deposit liabilities                                            (32.2)                      (32.7)
    Amortization and accrual of investment income                                   (2.5)                      (10.8)
    Increase in insurance liabilities                                              241.7                       169.6
    Increase in other assets                                                      (168.2)                      (45.5)
    Increase (decrease) in other liabilities                                        36.1                        (1.8)
- ----------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                          322.9                       340.0
- ----------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
  Purchases:
    Fixed maturities, held to maturity                                               (.3)                      (18.7)
    Fixed maturities, available for sale                                          (650.3)                     (473.8)
    Equity securities                                                               (6.2)                      (63.7)
    Mortgage loans                                                                (185.1)                     (183.2)
    Real estate                                                                    (10.5)                       (4.9)
    Short-term and other invested assets                                           (77.2)                       (2.7)

  Proceeds from sales, calls or maturities:
    Fixed maturities, held to maturity                                             369.0                       388.9
    Fixed maturities, available for sale                                           331.3                       461.6
    Equity securities                                                                1.6                         8.1
    Mortgage loans                                                                 157.0                       179.2
    Real estate                                                                      2.1                         4.0
    Short-term and other invested assets                                            34.1                        39.9
- ----------------------------------------------------------------------------------------------------------------------------------
Net cash provided (used) by investing activities                                   (34.5)                      334.7
- ----------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
    Deposits to insurance liabilities                                              937.0                       846.6
    Withdrawals from insurance liabilities                                      (1,255.9)                   (1,467.0)
    Other                                                                           (2.9)                         .2
- ----------------------------------------------------------------------------------------------------------------------------------
Net cash used by financing activities                                             (321.8)                     (620.2)
- ----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                               (33.4)                       54.5
- ----------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents beginning of year                                         95.7                        41.2
- ----------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents end of year                                          $    62.3                   $    95.7
- ----------------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statements.
</TABLE>

                                       45
<PAGE>




NOTES TO FINANCIAL STATEMENTS


1. Significant Accounting Policies
Nature of Operations and Basis of Presentation

American United Life Insurance Company(R) (AUL) is an  Indiana-domiciled  mutual
life insurance company with headquarters in Indianapolis.  AUL is licensed to do
business  in 49  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 32
regional  sales  offices  located  throughout  the  country.   Life  and  pooled
reinsurance  is  marketed  directly  to other  insurance  companies  in both the
domestic and international  markets.  The combined company financial  statements
include the accounts of AUL, The State Life Insurance  Company (State Life), AUL
Equity  Sales  Corporation,   and  AUL  Reinsurance  Management  Services,  LLC.
Significant intercompany transactions have been excluded.

The  accompanying  financial  statements  have been prepared in accordance  with
accounting  principles  generally  accepted in the United States (GAAP). AUL and
State  Life  file  separate  financial   statements  with  insurance  regulatory
authorities,  which are prepared on the basis of statutory  accounting practices
that  are  significantly   different  from  financial   statements  prepared  in
accordance  with GAAP.  These  differences  are  described  in detail in Note 10
- -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.
Unrealized  gains  and  losses,   resulting  from  carrying   available-for-sale
securities  at fair  value,  are  reported  in  policyholders'  surplus,  net of
deferred  taxes.  Fixed  maturity  securities  that 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 $30.9 million and $31.7 million at December 31,
1999 and 1998,  respectively.  Depreciation  expense for investment  real estate
amounted  to $2.3  million  and $2.4  million  for 1999 and 1998,  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.

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 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.

                                       46
<PAGE>


NOTES TO FINANCIAL STATEMENTS (Continued)

1.  Significant Accounting Policies (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,
equity-based  pension  and profit  sharing  plans and  variable  universal  life
policies.  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
$54.2 million and $47.1 million as of December 31, 1999 and 1998,  respectively.
The Company  provides  for  depreciation  of property  and  equipment  using the
straight-line  method over its estimated useful life.  Depreciation  expense for
1999 and 1998 was $9.6 million and $8.8 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  currently  payable and deferred
income  taxes  resulting  from  the  temporary  differences  in the  assets  and
liabilities determined on a tax and financial reporting basis.

Comprehensive Income

Comprehensive  income is the change in policyholder  surplus of the Company that
results from  recognized  transactions  and other economic  events of the period
other than transactions with the  policyholders.  Comprehensive  income includes
net income and net unrealized gains (losses) on securities.

                                       47
<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, 1999
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                            Gross      Gross        Estimated
                                                                               Amortized  Unrealized  Unrealized    Fair
                                                                                  Cost      Gains      Losses       Value
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>        <C>         <C>        <C>
Available for sale:                                         (in millions)
Obligations of U.S. government, states,
    political subdivisions and
    foreign governments                                                        $    39.7  $     1.0   $    1.6   $     39.1
Corporate securities                                                             1,318.7        8.2       57.1      1,269.8
Mortgage-backed securities                                                         556.5        7.4       13.2        550.7
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                               $ 1,914.9  $    16.6   $   71.9   $  1,859.6
- ----------------------------------------------------------------------------------------------------------------------------------
Held to maturity:
Obligations of U.S. government, states,
    political subdivisions and
    foreign governments                                                        $    90.7  $     1.3   $    1.2   $     90.8
Corporate securities                                                             1,448.1       34.1       35.5      1,446.7
Mortgage-backed securities                                                         613.1       14.1        6.9        620.3
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                               $ 2,151.9  $    49.5   $   43.6   $  2,157.8
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>

                                                                                          December 31, 1998
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                            Gross       Gross      Estimated
                                                                               Amortized  Unrealized  Unrealized    Fair
                                                                                 Cost       Gains       Losses      Value
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>        <C>         <C>        <C>
Available for sale:                                         (in millions)
Obligations of U.S. government, states,
    political subdivisions and
    foreign governments                                                        $    42.7  $     5.4   $    0.0   $     48.1
Corporate securities                                                             1,119.7       65.5        4.3      1,180.9
Mortgage-backed securities                                                         440.7       26.0        0.3        466.4
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                               $ 1,603.1  $    96.9   $    4.6   $  1,695.4
- ----------------------------------------------------------------------------------------------------------------------------------
Held to Maturity:
Obligations of U.S. government, stats,
    political subdivisions and
    foreign governments                                                        $   108.8  $     7.6   $    0.0   $    116.4
Corporate securities                                                             1,656.4      141.0        2.9      1,794.5
Mortgage-backed securities                                                         771.0       50.3        0.3        821.0
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                               $ 2,536.2  $   198.9   $    3.2   $  2,731.9
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The amortized cost and fair value of fixed  maturity  securities at December 31,
1999, 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>
<CAPTION>

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

Due in one year or less   $    58.2     $    58.2           $  111.0        $  111.2           $     169.2  $     169.4
Due after one year
   through five years         408.2         401.8              668.0           664.6               1,076.2      1,066.4
Due after five years
   through 10 years           438.3         417.6              439.0           447.3                 877.3        864.9
Due after 10 years            453.7         431.3              320.8           314.4                 774.5        745.7
- ----------------------------------------------------------------------------------------------------------------------------------
                            1,358.4       1,308.9            1,538.8         1,537.5               2,897.2      2,846.4
Mortgage-backed securities    556.5         550.7              613.1           620.3               1,169.6      1,171.0
- ----------------------------------------------------------------------------------------------------------------------------------
                          $ 1,914.9     $ 1,859.6           $2,151.9        $2,157.8           $   4,066.8  $   4,018.4
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       48
<PAGE>


NOTES TO FINANCIAL STATEMENTS (continued)


2.  Investments (continued)

Net investment income consisted of the following:

for years ended December 31                       1999  (in millions)    1998
- --------------------------------------------------------------------------------
Fixed maturity securities                         $318.0                 $341.0
Equity securities                                    4.3                    2.3
Mortgage loans                                      99.9                   98.5
Real estate                                         11.3                   10.7
Policy loans                                         9.0                    8.8
Other                                                8.5                   10.0
- --------------------------------------------------------------------------------
Gross investment income                            451.0                  471.3
Investment expenses                                 20.0                   19.2
- --------------------------------------------------------------------------------
Net investment income                             $431.0                 $452.1
- --------------------------------------------------------------------------------

Proceeds from the sales,  maturities or calls of Investments In fixed maturities
during  1999 and 1998 were  approximately  $700.3  million  and $850.5  million,
respectively. Gross gains of $4.4 million and $14.9 million, and gross losses of
$3.0 million and $0.6 million were realized in 1999 and 1998, respectively.  The
change in unralized appreciation  (depreciation) of fixed maturities amounted to
approximately $(147.6) million and $7.2 million in 1999 and 1998, respectively.

Accumulated comprehensive income consisted of the following:

for  years ended December 31                      1999   (in millions)   1998
- --------------------------------------------------------------------------------
Unrealized appreciation (depreciation):
    Fixed income securities                       $(55.3)                $ 92.3
    Equity securities                                2.6                    2.3
Valuation allowancec                                15.5                  (30.1)
Deferred taxes                                      13.6                  (25.0)
- --------------------------------------------------------------------------------
Accumulated other comprehensive income            $(23.6)                  39.5
- --------------------------------------------------------------------------------

At December  31, 1999,  the  unrealized  appreciation  on equity  securities  of
approximately  $2.6 million is comprised of $2.7 million in unrealized gains and
$.1  million  of  unrealized   losses  and  has  been   reflected   directly  in
policyholders'  surplus.  The change in the  unrealized  appreciation  of equity
securities  amounted  to  approximately  $.3 million and $.l million in 1999 and
1998, 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, 1999, the largest geographic concentration
of  commercial  mortgage  loans was in Indiana,  California  and Florida,  where
approximately 29 percent of the portfolio was invested. A total of 36 percent 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, 1999, of
approximately $91.5 million.

As of  December  31,  1999,  there  were no  investments  that  were  non-income
producing for the previous 12-month period.


                                       49
<PAGE>


NOTES TO FINANCIAL STATEMENT (Continued)

3. Insurance Liabilities:
Insurance liabilities consisted of the following:
<TABLE>
<CAPTION>
                                                                     (in millions)
___________________________________________________________________________________________________________________________
                                                           Mortality or
                                          Withdrawal        Morbidity         Interest Rate                December 31,
                                         Assumption        Assumption          Assumption                1999        1998
___________________________________________________________________________________________________________________________
<S>                                      <C>               <C>              <C>                        <C>         <C>

Future policy benefits:
       Participating whole life          Companys          Company           2.5% to 6.0%              $ 672.4     $ 632.7
                                         experience        experience
       Universal life-type contracts        n/a               n/a                                        384.6       381.2
       Other individual life contracts   Company           Company           2.5% to 8.0%                305.4       271.1
                                         experience        experience
       Accident and health                  n/a               n/a               n/a                      138.2        55.2
       Annuity products                     n/a               n/a               n/a                    3,670.1     3,803.7
       Group life and health                n/a               n/a               n/a                      177.0       195.2
Other policyholder funds                    n/a               n/a               n/a                      158.6       203.9
Pending policyholder claims                 n/a               n/a               n/a                      292.2       209.2
___________________________________________________________________________________________________________________________
       Total  insurance  liabilities                                                                  $5,798.5    $5,752.2
___________________________________________________________________________________________________________________________

</TABLE>


Participating  life  insurance  policies  under  generally  accepted  accounting
principles  represent  approximately  5  percent  and 7  percent  of  the  total
individual life insurance in force at December 31, 1999 and 1998,  respectively.
Participating  policies  represented  approximately 29 percent and 34 percent of
life premium income for 1999 and 1998, respectively.  The amount of dividends to
be paid is determined annually by the board of directors.

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
periodically  in an amount between the minimum ERISA required  contribution  and
the  maximum   tax-deductible   contribution.   Such  amounts  are  expensed  as
contributed.  Contributions  made to the plan were $1.6 million in 1999 and $2.1
million in 1998. The following  benefit  information for the employees'  defined
benefit plan was determined by  independent  actuaries as of January 1, 1999 and
1998,  respectively,  the  most  recent  actuarial  valuation  dates:

                                                        1999  (in millions) 1998
________________________________________________________________________________
Actuarial  present  value of  accumulated  benefits
  for the  employees' defined benefit plan             $37.1              $33.6
Fair value of plan assets                               57.2               49.6
________________________________________________________________________________
Funded status                                          $20.1              $16.0
________________________________________________________________________________
Net periodic pension cost                              $ 2.3              $ 2.1
________________________________________________________________________________


The  assumed  discount  rate was 6.6  percent and 7.2 percent for 1999 and 1998,
respectively. For both 1999 and 1998, the expected return on plan assets was 8.0
percent and the rate of compensation increase assumed was 6.0 percent.  Benefits
paid out of the plan were approximately $5.1 million in 1999 and $3.1 million in
1998.

The   Company   has  a   defined   contribution   plan  and  a   401(k)   salary
reduction/savings plan for employees. Quarterly contributions covering employees
who have  completed one full calendar year of service are made by the Company in
amounts based upon the Company's financial results. Company contributions to the
plan during 1999 and 1998 were $2.2 million and $1.7 million, respectively.

The Company has a defined  contribution  pension plan and a 401(k) plan covering
substantially all agents, except general agents. Contributions of 4.5 percent of
defined  commissions  (plus 4.5 percent for commissions over the Social Security
wage base) are made to the  pension  plan.  An  additional  contribution  of 3.0
percent of defined  commissions is made to a 401(k) plan. Company  contributions
expensed for these plans for 1999 and 1998 were $.3 million.

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

                                       50
<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued)

4.  Employees' and Agent's Benefit Plans: (continued)

AUL has entered  into  deferred  compensation  agreements  with some  employees,
agents and general agents.  These deferred amounts are payable  according to the
terms and subject to the  conditions  of said  agreements.  Annual  costs of the
agreements are not material to AUL.

The  Company  also  provides  certain  health care and life  insurance  benefits
(postretirement  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.


Accrued postretirement benefits as of December 31:         1999(in millions)1998
________________________________________________________________________________
Accumulated postretirement benefit obligation             $11.5           $11.0
Net postretirement benefit cost                             1.3             1.3
Company contributions                                        .8              .8
________________________________________________________________________________

There are no  specific  plan  assets  for this  postretirement  liability  as of
December 31, 1999 and 1998.  Claims incurred for benefits were funded by company
contributions.

The assumed  discount rate used in determining  the  accumulated  postretirement
benefit was 7.0  percent  and the  assumed  health care cost trend rate was 10.0
percent  graded to 5.0 percent  until 2004.  Compensation  rates were assumed to
increase 6.0 percent at each year end.  The health  coverage for retirees 65 and
over is capped in the year 2000 and for all future  years.  The health care cost
trend  rate  assumption  has no  effect on the  amounts  reported  for 1999.  An
increase in the assumed  health  care cost trend rates by one  percentage  point
would  not  affect  the  accumulated  postretirement  benefit  obligation  as of
December 31, 1999, and would  increase the  accumulated  postretirement  benefit
cost for 1998 by $.2 million.

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                            1999(in  millions) 1998
________________________________________________________________________________
Income tax computed at statutory tax rate              $37.2           $31.0
  Tax-exempt income                                     (1.5)           (2.0)
  Mutual company differential earnings amount            6.7              4.3
  Prior year differential earnings amount               (4.2)          (10.2)
  Other                                                 (0.0)           (0.8)
________________________________________________________________________________
  Income tax expense                                   $38.2           $22.3
________________________________________________________________________________

The  components of the provision for income taxes on earnings  included  current
tax  provisions of $16.2 million and $14.2 million for the years ended  December
31, 1999 and 1998,  respectively,  and deferred tax expense of $22.0 million and
$8.1 million for the years ended December 31, 1999 and 1998, respectively.
<TABLE>
<CAPTION>

Deferred income tax assets (liabilities) as of December 31     1999 (in millions) 1998
_______________________________________________________________________________________
<S>                                                          <C>               <C>

Deferred policy acquisition costs                            $(170.5)          $(148.8)
Investments                                                     (5.4)            (11.1)
Insurance liabilities                                          149.3             158.9
Unrealized depreciation (appreciation) of securities            12.9             (23.6)
Other                                                           (2.6)             (6.1)
________________________________________________________________________________________
 Deferred income tax assets (liabilities)                    $ (16.3)          $ (30.7)
________________________________________________________________________________________
</TABLE>

Federal income taxes paid were $10.6 million for both 1999 and 1998.

                                       51
<PAGE>



NOTES TO FINANCIAL STATEMENTS (continued)

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, 1999 and 1998, life  reinsurance  assumed was
approximately  78 percent and 74 percent,  respectively,  of life  insurance  in
force.

For individual life policies, the Company cedes the portion of the total risk in
excess of $1,500,000.  For other policies,  the Company has established  various
limits  of  coverage  it will  retain  on any one  policyholder  and  cedes  the
remainder of such coverage.

Certain statistical data with respect to reinsurance follows:

for years ended December 31                       1999 (in millions)1998
_________________________________________________________________________
Direct statutory premiums                         $399.8          $374.1
Reinsurance assumed                                385.4           329.7
Reinsurance ceded                                 (166.2)         (150.2)
_________________________________________________________________________
  Net premiums                                     619.0           553.6
_________________________________________________________________________
  Reinsurance recoveries                          $158.8          $146.4
_________________________________________________________________________

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 64 percent of the Company's  December 31,
1999, 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 percent  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  1999 was $5.8
million.

The Company has available a $125 million credit  facility.  No amounts have been
drawn as of December 31, 1999.

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.

9. Acquisitions:

During  1999,  AUL entered  into an  agreement  to purchase  certain  assets and
business   operations  of  the  North  American   accident  and  long-term  care
reinsurance  divisions  of  UnumProvident   Corporation  for  approximately  $39
million.  AUL  Reinsurance  Management  Services,  LLC (AUL RMS), a newly formed
subsidiary of AUL as a result of this transaction, will continue the reinsurance
management activities of this business.

In a separate transaction,  AUL assumed certain reinsurance  liabilities related
to  the  participation  in  reinsurance  pools  from  UnumProvident  Corporation
amounting to approximately $117 million.

                                       52
<PAGE>



NOTES TO FINANCIAL STATEMENTS (continued)

10. 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                           1999 (in millions) 1998
_______________________________________________________________________________
 SAP surplus                                         $497.4             $496.5
 Deferred policy acquisition costs                    535.7              481.8
 Adjustments to policy reserves                      (290.9)            (306.0)
 Asset valuation and interest maintenance reserves     85.8               88.9
 Unrealized gain on invested assets, net              (23.6)              39.5
 Surplus notes                                        (75.0)             (75.0)
 Deferred income taxes                                (27.5)              (6.7)
 Other, net                                            37.3               15.1
_______________________________________________________________________________
 GAAP surplus                                        $739.2             $734.1
_______________________________________________________________________________




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

for years ended December 31                       1999   ( in millions)   1998
________________________________________________________________________________
  SAP income                                      $27.9                  $33.5
  Deferred policy acquisition costs                53.7                   34.5
  Adjustments to policy reserves                   (7.4)                  (3.7)
  Deferred income taxes                           (22.0)                  (8.1)
  Other, net                                       16.0                   10.3
_______________________________________________________________________________
  GAAP net income                                 $68.2                  $66.5
_______________________________________________________________________________


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 $4.9 million at December 31, 1999.

11. 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 policy loans  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  interest-bearing  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, 1999 and 1998 follow.


                                       53
<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued)

11.  Fair Value of Financial Instruments: (continued)
________________________________________________________________________________
                                       1999    (in millions)     1998
                                 Carrying    Fair          Carrying     Fair
                                 Amount      Value          Amount       Value
________________________________________________________________________________
Fixed maturity securities:
 Available for sale             $1,859.6    $1,859.6      $1,695.4    $1,695.4
 Held to maturity                2,151.9     2,157.8       2,536.2     2,731.9
Equity securities                   82.2        82.2          75.1        75.1
Mortgage loans                   1,157.8     1,160.4       1,128.5     1,202.1
Policy loans                       149.3       149.3         144.4       144.4
Surplus notes                       75.0        70.2          75.0        80.5
_______________________________________________________________________________


12. Subsequent Events:

At December 31, 1999,  the Company had  invested  $54.0  million with a carrying
value of $59.0 million in Indianapolis  Life Group of Companies with the purpose
of creating an affiliation under a mutual holding structure.  Subsequent to year
end,  the  Company  redeemed  the  investment  for $64.6  million  and ended the
affiliation.


                                       54
<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, 2000


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


                                       55
<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

                           (c) Schedule of Sales Commissions(3)

                  (4)      Inapplicable

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

                           (b) Form of Last Survivor Rider(1)

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

                           (l) Form of Long Term Care Accelerated Death  Benefit
                               Rider(4)

                           (m) Form of Long Term Care Joint  First-to-Die
                               Accelerated Death Benefit Rider(4)

                  (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)

                           (c) By-laws  of  American   United   Life   Insurance
                               Company(R) (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(6)

         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)(6)
- ---------------

(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)      Filed  with   the  Registrant's  Post-effective  Amendment  No. 3 (File
         333-32553) on April 30, 1999.

(6)      Filed  with   the  Registrant's  Post-effective  Amendment  No. 4 (File
         333-32553) on April 26, 2000.
<PAGE>

                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies that it meets all of the requirements  for  effectiveness of this Post
Effective Amendment to the Registration  Statement pursuant to rule 485(b) under
the Securities Act of 1933 and 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, and its seal to be hereunto affixed and
attested, all in the City of Indianapolis, and the State of Indiana, on the 26th
day of April, 2000.


                               AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST
                                            (Registrant)

                               By:  American United Life Insurance Company

                               By:  __________________________________________
                                    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

Date:  April 26, 2000

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.

Signature                           Title                     Date
- ---------                           -----                     ----


_______________________________     Director                   April 26, 2000
Steven C. Beering M.D.*



_______________________________     Director                   April 26, 2000
Arthur L. Bryant*



_______________________________     Director                   April 26, 2000
James M. Cornelius*



_______________________________     Director                   April 26, 2000
Christel DeHaan*



_______________________________     Director                   April 26, 2000
James E. Dora*



_______________________________     Director                   April 26, 2000
Otto N. Frenzel III*



_______________________________     Director                   April 26, 2000
David W. Goodrich*



_______________________________     Director                   April 26, 2000
William P. Johnson*


______________________________      Principal Financial        April 26, 2000
Constance E. Lund*                  and Accounting Officer


<PAGE>
Signature                           Title                     Date
- ---------                           -----                     ----



_______________________________     Director                   April 26, 2000
James T. Morris*



______________________________      Director                   April 26, 2000
R. Stephen Radcliffe*



______________________________      Director                   April 26, 2000
Thomas E. Reilly Jr*



______________________________      Director                   April 26, 2000
William R. Riggs*




______________________________      Director                   April 26, 2000
John C. Scully*




______________________________      Director                   April 26, 2000
Yvonne H. Shaheen*



______________________________      Director                   April 26, 2000
Frank D. Walker*





        /s/ Richard A. Wacker
___________________________________________
*By: Richard A. Wacker as Attorney-in-fact

Date:  April 26, 2000


<PAGE>

<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
- ----------------      ---------                ---------------


   6                  EX-99.6                  Consent of Independent Accountants

  10                  EX-99.10                 Powers of Attorney


</TABLE>

- --------------------------------------------------------------------------------
                                    EXHIBIT 6
                       CONSENT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

                       Consent of Independent Accountants



We  consent  to  the  inclusion  in  Post-Effective   Amendment  No.  4  to  the
Registration  Statement of "AUL American  Individual  Variable Life Unit Trust,"
the Modified Single Premium  Variable Life Insurance  Policy,  on Form S-6 (File
No. 333-32553) of our report dated March 17, 2000, on our audits of the combined
financial  statements of American United Life Insurance Company. We also consent
to the reference to our firm under the caption "Independent Accountants."



                                        /s/  PricewaterhouseCoopers L.L.P.


April 26, 2000



- --------------------------------------------------------------------------------
                                   EXHIBIT 10

                               POWERS OF ATTORNEY
- --------------------------------------------------------------------------------


                                POWER OF ATTORNEY



         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them her true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  her in her  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite and  necessary to be done, as fully to all intents and purposes as she
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                       Dated:     1/06/2000
                                             --------------------------------

                                              /s/ Christel DeHann
                                             --------------------------------
                                                  Christel DeHann




<PAGE>




                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them her true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  her in her  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite and  necessary to be done, as fully to all intents and purposes as she
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof

                                        Dated:    4/13/2000
                                             --------------------------------

                                              /s/ Constance E. Lund
                                             --------------------------------
                                                  Constance E. Lund





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