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. 333-32531


                       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)

                           Flexible Premium Adjustable
                        Variable Life Insurance Policies

                             RECONCILIATION AND TIE

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

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

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

                    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 and Changes in Face Amount; Cash
                                                             Benefits; Summary and Diagram of the
                                                             Policy; Fixed Account

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

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

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

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

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

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

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

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

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

                                      iii

<PAGE>




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

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

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

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

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

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

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

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

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

                                       iv
<PAGE>



20.      Certain miscellaneous provisions
           of trust agreement:

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

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

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

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

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

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

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

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

                        III. Organizations, Personnel and
                             Affiliated Persons of Depositor

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

26.      Fees received by depositor

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

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

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

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

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

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

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

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

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

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

                  IV. Distribution and Redemption of Securities

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

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

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

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

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

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


                                       vi

<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

               V. Information Concerning the Trustee or Custodian

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

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

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

                     VI. Information Concerning Insurance of
                              Holders of Securities

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

                           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

</TABLE>
<PAGE>


                                   PROSPECTUS

           FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY

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

This Prospectus  describes a flexible premium adjustable variable life insurance
policy (the  "Policy")  offered by American  United  Life  Insurance  Company(R)
("AUL,"  "we,"  "us" or "our").  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 also provides you with the  flexibility to vary
the  amount and  timing of  premium  payments  and to change the amount of death
benefits payable under the Policy.  This  flexibility  allows you to provide for
your changing insurance needs under a single insurance Policy.

You also have the  opportunity to allocate Net Premiums and Account Value to one
or more Investment  Accounts of the AUL American  Individual  Variable Life Unit
Trust  (the  "Separate  Account")  and to  AUL's  general  account  (the  "Fixed
Account"),  within limits. This Prospectus generally describes only that portion
of the Account Value allocated to the Separate  Account.  For a brief summary of
the  Fixed  Account,  see  "Fixed  Account."  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
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, 2000



<PAGE>

                                TABLE OF 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..................................................14
         Initial Dollar Cost Averaging Program...............................14
         Ongoing Dollar Cost Averaging Program...............................14
         Portfolio Rebalancing Program.......................................15

FIXED ACCOUNT................................................................15
         Summary of the Fixed Account........................................15
         Minimum Guaranteed and Current Interest Rates.......................15
         Enhanced Averaging Fixed Account....................................15
         Calculation of the Fixed Account Value..............................16
         Transfers from the Fixed Account....................................16
         Payment Deferral....................................................16


CHARGES AND DEDUCTIONS.......................................................16
         Premium Expense Charges.............................................16
         Monthly Deduction...................................................16
         Mortality and Expense Risk Charge...................................17
         Surrender Charge....................................................17
         Taxes...............................................................17
         Special Uses........................................................17
         Fund Expenses.......................................................18

HOW YOUR ACCOUNT VALUES VARY.................................................18
         Determining the Account Value.......................................18
         Cash Value and Net Cash Value.......................................19

DEATH BENEFIT AND CHANGES IN FACE AMOUNT.....................................19
         Amount of Death Benefit Proceeds....................................19
         Death Benefit Options...............................................19
         Initial Face Amount and Death Benefit Option........................19
         Changes in Death Benefit Option.....................................20
         Changes in Face Amount..............................................20
         Selecting and Changing the Beneficiary..............................20

CASH BENEFITS................................................................20
         Policy Loans........................................................20
         Surrendering the Policy for Net Cash Value..........................21
         Partial Surrenders..................................................21
         Settlement Options..................................................21
         Specialized Uses of the Policy......................................22
         Life Insurance Retirement Plans.....................................22
         Risks of Life Insurance Retirement Plans............................23

ILLUSTRATIONS OF ACCOUNT VALUES, CASH VALUES, DEATH BENEFITS AND
 ACCUMULATED PREMIUM PAYMENTS.............................................23-32

OTHER POLICY BENEFITS AND PROVISIONS.........................................33
         Limits on Rights to Contest the Policy..............................33
         Changes in the Policy or Benefits...................................33
         Change of Insured...................................................33
         Exchange for Paid-Up Policy.........................................33
         When Proceeds Are Paid..............................................33
         Dividends...........................................................33
         Reports to Policy Owners............................................33
         Assignment..........................................................34
         Reinstatement.......................................................34
         Rider Benefits......................................................34

TAX CONSIDERATIONS...........................................................35
         Tax Status of the Policy............................................35
         Tax Treatment of Policy Benefits....................................36
         Estate and Generation Skipping Taxes................................37
         Life Insurance Purchased for Use in Split Dollar Arrangements.......37
         Taxation under Section 403(b) Plans.................................38
         Non-Individual Ownership of Contracts...............................38
         Possible Charge for AUL's Taxes.....................................38

OTHER INFORMATION ABOUT THE POLICIES AND AUL.................................38
         Policy Termination..................................................38
         Resolving Material Conflicts........................................38
         Addition, Deletion or Substitution of Investments...................39
         Voting Rights.......................................................39
         Sale of the Policies................................................40
         AUL Directors and Executive Officers.............................40-42
         State Regulation....................................................42
         Additional Information..............................................42
         Independent Accountants.............................................42
         Litigation..........................................................42
         Legal Matters.......................................................42

         Financial Statements................................................42


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

FACE AMOUNT

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

FIXED ACCOUNT

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


GENERAL  ACCOUNT

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


GUARANTEE PERIOD

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

HOME OFFICE

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

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  Internal  Revenue Code. A
          table of these amounts is on the Policy Data Page of your Policy.

MODIFIED ENDOWMENT

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

MONTHIVERSARY

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

NET CASH VALUE

          Cash Value less outstanding loans and loan interest.

NET PREMIUM

          The total premium paid reduced by premium expense charges.

OWNER

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

PARTIAL SURRENDER

          A withdrawal of a portion of the Account Value.

POLICY ANNIVERSARY

          The same date each year as the Contract Date.

POLICY DATA PAGE

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

POLICY YEAR

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

PORTFOLIO

          A separate investment fund in which the Separate Account invests.

PROPER NOTICE

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

REQUIRED PREMIUM FOR THE GUARANTEE PERIOD

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

RISK AMOUNT

          The Death Benefit divided by 1.00246627 less the Account Value.

SEPARATE ACCOUNT

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

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 Net 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. Nonetheless, AUL guarantees
to keep the Policy in force during the Guarantee Period shown on the Policy Data
Page of your Policy if, on each  Monthiversary,  the sum of the premiums paid to
date, less any Partial  Surrenders,  loans and loan interest,  equals or exceeds
the Required  Premium for the Guarantee Period (shown on the Policy Data Page of
your Policy)  multiplied  by the number of Policy  Months since the Policy Date.
Otherwise,  if the Net Cash Value is insufficient to pay the Monthly  Deduction,
the Policy will lapse without value after a grace period.  See "Premium Payments
to Prevent Lapse." If a Policy lapses while loans are  outstanding,  adverse tax
consequences may result. See "Tax Considerations."

The diagram on the following pages summarizes the most important features of the
Policy,  such  as  charges,  cash  surrender  benefits,   Death  Benefits,   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" and "Specialized Uses of the Policy."

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

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

Policy Tax Compliance. AUL intends for the Policy to satisfy the definition of a
life  insurance  policy  under  Section 7702 of the  Internal  Revenue  Internal
Revenue Code of 1986, as amended (the "Internal  Revenue  Code").  Under certain
circumstances,  the  Internal  Revenue  Code will  treat a Policy as a  Modified
Endowment.  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 or becomes a Modified Endowment.  However, we do not undertake to give
you such notice or to take corrective action. We reserve the right to refund any
premiums that may cause the Policy to become a Modified  Endowment.  For further
discussion  of the tax  status  of a Policy  and the tax  consequences  of being
treated  as  a  life  insurance  contract  or a  Modified  Endowment,  see  "Tax
Considerations."

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

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

     Owner Inquiries. If you have any questions,  you may write or call our Home
Office at One American Square, P.O. Box 7127, Indianapolis,  Indiana 46206-7127,
1-800-863-9354.

                                       4
<PAGE>

                               Diagram of Contract

                                Premium Payments


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

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

The Owner may make unplanned premium payments, within limits.

Extra premium payments may be necessary to prevent lapse.


                        Deductions from Premium Payments

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


For  contracts  issued  prior to May 1, 2000:  For sales  charges  (3.5% of each
premium  paid  during  the first ten Policy  Years;  1.5% of each  premium  paid
thereafter).

For contracts  issued after May 1, 2000: For sales charges (2.5% of each premium
paid during the first ten Policy Years; 1.5% of each premium paid thereafter.



                              Net Premium Payments


You direct the allocation of Net Premium payments among 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 Net  Premium  payment
allocations.)


Each Investment Account invests in a corresponding portfolio of a mutual fund:
<TABLE>
<S>                                              <C>

Mutual Fund                                       Portfolio

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


Alger American Fund                               Alger American Growth Portfolio
                                                  Alger American Small Capitalization


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.

AUL credits  interest  on amounts  allocated  to the Fixed  Account at a minimum
guaranteed rate of 3%. (See rules and limits on transfers from the Fixed Account
allocations).

                                       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


For  contracts  issued  prior  to May 1,  2000:  Monthly  deduction  for cost of
insurance,  administration  fees and charges for any  supplemental  and/or rider
benefits.  Administration  fees are  currently  $30.00  per  month for the first
Policy Year and $5.00 per month thereafter.

For  contracts  issued after  to May 1,  2000:  Monthly  deduction  for cost of
insurance,  administration  fees and charges for any  supplemental  and/or rider
benefits.  Administration  fees are  currently  $17.50  per  month for the first
Policy Year and $6.00 per month thereafter.


                            From Investment Accounts


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



                                  Account Value

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

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

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

Is the starting point for calculating certain values under a 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
 there is sufficient remaining Net Cash Value.                For all policies, the minimum Face Amount of $50,000.


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

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

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

                                                              Supplemental and/or rider benefits may be available.
</TABLE>
                                       6
<PAGE>

               GENERAL INFORMATION ABOUT AUL, THE SEPARATE ACCOUNT
                                  AND THE FUNDS

AUL


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 policy  owners'
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

                                       7
<PAGE>

objective  of  the  AUL   American   Equity   Portfolio  is  long-term   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 PORTFOLIO


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 PORTFOLIO


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 PORTFOLIO


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

                                       8
<PAGE>

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 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.


                                       9
<PAGE>

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
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 the Fixed Account or 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 Fred 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 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,  and 20  through 85 on a  preferred
non-tobacco  user and tobacco user basis.  Issue Age is determined  based on the
Insured's age as of the Contract Date.  Acceptance of an application  depends on
AUL's  underwriting  rules, and AUL reserves the right to reject an application.
Coverage  under the Policy is  effective as of the later of the date the initial
premium is paid or the Issue Date.

As the Owner of the  Policy,  you may  exercise  all rights  provided  under the
Policy while the Insured is living,  subject to the interests of any assignee or
irrevocable  beneficiary.  The Insured is the Owner, unless a different Owner is
named in the application.  In accordance with the terms of the Policy, the Owner
may in the  application  or by Proper  Notice name a  contingent  Owner or a new
Owner while the Insured is living.  The Policy may be jointly owned by more than
one Owner.  The  consent of 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 within 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 minimum  initial premium  payment  required  depends on a number of factors,
such as the Age,  sex and risk class of the proposed  Insured,  the initial Face
Amount, any supplemental  and/or rider benefits and the planned premium payments
you propose to make.  Consult your AUL  representative for information about the
initial premium required for the coverage you desire.

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

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

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

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

Unless otherwise indicated,  premiums received in excess of planned premium will
be  applied  first to any loan  interest

                                       12
<PAGE>

due; next, to any outstanding loan balance; and last, as additional premium.

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

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


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

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

Premium Payments to Prevent Lapse

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

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

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

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

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

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

Premium Allocations and Crediting

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

The initial Net Premium  generally  is  allocated  to the Fixed  Account and the
Investment Accounts in accordance with your allocation instructions on the later
of the day the "right

                                       13
<PAGE>


to  examine"  period  expires,  or the date we receive  the  premium at our Home
Office.  Subsequent  Net Premiums are  allocated as of the end of the  Valuation
Period during which we receive the premium at our Home Office.


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

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

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

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

The first 12  transfers  during  each  Policy  Year are free.  Any  unused  free
transfers  do not carry over to the next  Policy  Year.  We 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 or the Fixed Account affected by the transfer. The
charge will be deducted from the Investment  Account(s) from which the transfers
are made.

Unless AUL  restricts  the right of an Owner to transfer  funds as stated above,
there is no limit on the number of transfers that can be made between Investment
Accounts  or to the Fixed  Account.  There is a limit on the amount  transferred
from the Fixed Account each Policy Year. See "Transfers  from Fixed Account" for
restrictions.

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

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


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

                                       14
<PAGE>


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 plan automatically
adjusts your Portfolio mix to be consistent  with the  allocation  most recently
requested.  The  redistribution  will not  count  toward  the 12 free  transfers
permitted  each Policy Year. If the Ongoing  Dollar Cost  Averaging  Program has
been elected,  the  Portfolio  Rebalancing  Program will not commence  until the
Monthiversary  following the  termination  of the Ongoing  Dollar Cost Averaging
Program.


You  may  elect  this  plan  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
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


                                       15
<PAGE>

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

Premium Expense Charges

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


     Sales  Charge.  AUL deducts a sales charge from each premium  payment.  The
sales charge for contracts issued after May 1, 2000 is 2.5% of each premium paid
during the first 10 Policy Years, and 1.5% of each premium paid thereafter.


Monthly Deduction

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

     Cost of Insurance  Charge.  This charge  compensates AUL for the expense of
providing  insurance  coverage.  The charge depends on a number of variables and
therefore will vary between Policies and from  Monthiversary  to  Monthiversary.
The  Policy  contains  guaranteed  cost  of  insurance  rates  that  may  not be
increased.  The  guaranteed  rates are no  greater  than the 1980  Commissioners
Standard Ordinary Non-Smoker and Smoker Mortality Tables (the "1980 CSO Tables")
(and where unisex cost of insurance  rates apply,  the 1980 CSO-C  Tables).  The
guaranteed rates for substandard  classes are based on multiples of or additives
to the  1980  CSO  Tables.  These  rates  are  based  on the  Attained  Age  and
underwriting  class  of the  Insured.  They  are  also  based  on the sex of the
Insured,  except that unisex rates are used where  appropriate  under applicable
law,  including in the state of Montana,  and in Policies purchased by employers
and employee  organizations in connection with  employment-related  insurance or
benefit  programs.  The cost of  insurance  rate  generally  increases  with the
Attained  Age of the  Insured.  As of the  date of this  Prospectus,  we  charge
"current  rates"  that are  generally  lower  (i.e.,  less  expensive)  than the
guaranteed  rates,  and we may also  charge  current  rates in the  future.  The
current rates may also vary with the Attained Age,  gender,  where  permissible,
duration of each Face Amount segment,  policy size and underwriting class of the
Insured.  For any Policy, the cost of insurance on a Monthiversary is calculated
by  multiplying  the current cost of insurance  rate for the Insured by the Risk
Amount  for  that  Monthiversary.  The Risk  Amount  on a  Monthiversary  is the
difference  between  the Death  Benefit  divided by  1.00246627  and the Account
Value.  The Account  Value will first be  considered  part of the  initial  Face
Amount, then part of any additional Face Amounts in the order of the increases.

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

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

                                       16
<PAGE>


increase has lower  guaranteed  cost of insurance rates than the existing class,
the lower guaranteed rates will apply to both the increase and the existing Face
Amount.


     Monthly Administrative Charge. The monthly administrative charge is a level
monthly charge.  For contracts issued after May 1, 2000, the charge is currently
$17.50  during the first Policy Year,  and $6  thereafter,  which applies in all
years.  It is  guaranteed  not to exceed $10 after the first Policy  Year.  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.


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

Mortality and Expense Risk Charge


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


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

Surrender Charge

During the first fifteen Policy Years, a surrender  charge will be deducted from
the Account Value if the Policy is completely  surrendered  for cash.  The total
surrender  charge will not exceed the maximum  surrender charge set forth in the
Policy.  The surrender  charge is equivalent to 100% of the base coverage target
premium  for  Policy  Years 1 through 5,  reducing  thereafter  by 10%  annually
through Policy Year 15. The "base coverage target premium" is the target premium
associated  with the base coverage of the policy only,  not including any riders
or benefits.

Partial Surrenders are limited to the Cash Value of the Policy; therefore, there
is no surrender charge assessed on Partial  Surrenders.  Any surrender in excess
of Cash  Value will  constitute  a complete  surrender  and the above  surrender
charge will apply.

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  (which is a  percentage  of target
premium)  deducted  if the  Policy is  completely  surrendered  during the first
fifteen Policy Years.

                           Table of Surrender Charges

                          Policy Year           Surrender Charge

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

Taxes

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

Special Uses

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

In addition, we may agree to reduce or waive some or all of these charges and/or
credit additional  amounts under the Policies for those Policies sold to 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

                                       17
<PAGE>


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 and
the Guarantee Period is not then in effect,  the Policy will be in default and a
grace period will begin. See "Premium Payments to Prevent Lapse."

Determining the Account Value

On the Contract Date, the Account Value is equal to the initial Net Premium less
the Monthly  Deductions  deducted as of the Contract Date. On each Valuation Day
thereafter,  the Account Value is the aggregate of the Variable  Account  value,
the Fixed  Account  value,  and the Loan  Account  value.  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, charges, transfers, Partial Surrenders, loans and loan repayments.

     Variable  Account  Value.  When you  allocate  an amount  to an  Investment
Account, either by Net Premium payment allocation or 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 Net Premium  payments are allocated to the Investment  Account and
when amounts are transferred to the Investment Account. The number of Investment
Account accumulation units credited to a Policy will decrease when the allocated
portion of the Monthly Deduction and mortality and expense charge are taken from
the  Investment  Account,  a loan is made,  an  amount is  transferred  from the
Investment Account, or a Partial Surrender is taken from the Investment Account.

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

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

         (a) is equal to:
          1.   the net  asset  value  per  share  of the  Portfolio  held in the
               Investment Account determined at the end of the current Valuation
               Period; plus
          2.   the per share amount of any dividend or capital gain distribution
               paid by the Portfolio during the Valuation Period; plus
          3.   the per share  credit or charge  with  respect to taxes,  if any,
               paid or reserved for by AUL during the Valuation  Period that are
               determined  by AUL to be  attributable  to the  operation  of the
               Investment Account; and

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

         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

                                       18
<PAGE>


Deduction charged against the Fixed Account.

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


Cash Value and Net Cash Value

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

                    DEATH BENEFIT AND CHANGES IN FACE AMOUNT

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

Amount of Death Benefit Proceeds

The Death Benefit Proceeds are equal to the sum of the Death Benefit in force as
of the end of the Valuation  Period  during which death  occurs,  plus any rider
benefits, minus any outstanding loan and loan interest on that date. If the date
of death 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 and mortality and expense risk charges 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 Options

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

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

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

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

Initial Face Amount and Death Benefit Option

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

                                       19
<PAGE>

Changes in Death Benefit Option

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

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

Changes in Face Amount

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

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

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

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


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


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

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

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

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

     Loan Collateral. When a Policy loan is made, an amount sufficient to secure
the loan is transferred out of the Investment Accounts and the Fixed Account and
into the Policy's  Loan Account.  Thus, a loan will have no immediate  effect on
the Account Value, but the Net Cash Value will be

                                       20
<PAGE>


reduced immediately by the amount transferred to the Loan Account. The Owner can
specify the Investment Accounts from which collateral will be transferred. If no
allocation is specified,  collateral  will be transferred  from each  Investment
Account and from the Fixed Account in the same proportion that the Account Value
in each  Investment  Account and the Fixed  Account  bears to the total  Account
Value  in those  accounts  on the date  that  the loan is made.  Due and  unpaid
interest  will be  transferred  each  Policy  Anniversary  from each  Investment
Account and the Fixed  Account to the Loan Account in the same  proportion  that
each Investment  Account value and the Fixed Account bears to the total unloaned
Account  Value.  The amount we transfer will be the amount by which the interest
due exceeds the interest which has been credited on the Loan Account.


The Loan Account will be credited  with  interest  daily 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 indebtedness and the amount credited to the Loan Account).

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. Loan  repayments,  unlike premium  payments,  are not
subject to premium expense charges. When a loan repayment is made, Account Value
in the Loan Account in an amount equivalent to the repayment is transferred from
the Loan Account to the Investment Accounts and the Fixed Account.  Thus, a loan
repayment will have no immediate  effect on the 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  loan and loan  interest will be deducted in  calculating  the Death
Benefit Proceeds. See "Amount of Death Benefit Proceeds."

If the Monthly Deduction  exceeds the Net Cash Value on any  Monthiversary  when
the Guarantee Period is not in force, the Policy will be in default. You will be
sent notice of the default.  You will have a grace  period  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.  See "Tax  Considerations"  for a discussion  of the tax treatment of
Policy  loans,  and the adverse tax  consequences  if a Policy lapses with loans
outstanding. In particular, if your Policy is a Modified Endowment, loans may be
currently taxable and subject to a 10% penalty tax.

Surrendering the Policy for Net Cash Value

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

Partial Surrenders

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


When you request a Partial  Surrender,  you can direct how the Partial Surrender
will be deducted from the Investment  Accounts 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 Fixed Account on a prorata basis.  Partial
Surrenders may have adverse tax consequences. See "Tax Considerations."


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

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

Settlement Options

At the time of  surrender  or  death,  the  Policy  offers  various  options  of
receiving  proceeds  payable  under the  Policy.

                                       21
<PAGE>


These settlement options are summarized below. All of these options are forms of
fixed-benefit  annuities which do not vary with the investment  performance of a
separate account. Any representative  authorized to sell this Policy can further
explain these options upon request.

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

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

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

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

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

You may  select  or  change an  option  by  giving  Proper  Notice  prior to the
settlement date. If no option is in effect on the settlement date, the payee may
select an option.  If this Policy 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.

                                       22
<PAGE>

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,  and the Policy
will terminate  without value.  Upon surrender,  the loan will be  automatically
repaid.  The automatic  repayment of the loan upon lapse or surrender will cause
the  recognition  of taxable  income to the extent  that Net Cash Value plus the
amount of the repaid loan exceeds your basis in the Policy.  Thus, under certain
circumstances,  surrender or lapse of your Policy could result in tax  liability
to you. In addition, to reinstate a lapsed Policy, you would be required to make
certain  payments.  Thus,  you  should be  careful  to  design a life  insurance
retirement  plan so that your Policy will not lapse  prematurely  under  various
market scenarios as a result of withdrawals and loans taken from your Policy.


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

Further,  interest  on a  Policy  loan is due to us for any  Policy  Year on the
Policy  Anniversary.  If this  interest is not paid when due, it is added to the
amount of the  outstanding  loans and loan  interest,  and  interest  will begin
accruing thereon from that date. This can have a compounding  effect, and to the
extent 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 the  remaining  Net Cash
Value.  Illustrations  showing  the  effect of  charges  under the  Policy  upon
existing  Account  Value or the effect of future  withdrawals  or loans upon the
Policy's Account Value and Death Benefit are available from your representative.
Consideration should be given periodically to whether the Policy is sufficiently
funded so that it will not lapse prematurely.

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

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


The following tables have been prepared to illustrate hypothetically how certain
values under a Policy change with investment performance over an extended period
of time.  The  tables  illustrate  how  Account  Values,  Cash  Values and Death
Benefits  under a Policy  covering  an Insured of a given age on the Policy Date
would vary over time if planned  premium  payments  were paid  annually  and the
return on the assets in each of the Funds were an assumed  uniform  gross annual
rate of 0%, 6% and 12%. The values  would be  different  from those shown if the
returns  averaged  0%, 6% or 12% but  fluctuated  over and under those  averages
throughout the years shown. The tables also show planned premiums accumulated at
5% interest compounded annually. The hypothetical investment rates of return are
illustrative  only and should not be deemed a  representation  of past or future
investment  rates of return.  The tables  may be deemed to be  "forward  looking
statements," and are based on certain assumptions.  Actual performance under the
Policy may differ  materially from performance  described in the tables.  Actual
rates  of  return  for a  particular  Policy  may  be  more  or  less  than  the
hypothetical  investment rates of return and will depend on a number of factors,
including  the  investment  allocations  made by an Owner.  These  illustrations
assume that Net 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 and
that the premium is paid at the  beginning of each Policy Year.  Values would be
different if the  premiums  are paid with a different  frequency or in different
amounts.

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


                                       23
<PAGE>

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 premium expense charge, the
Monthly  Deduction  and the  mortality  and  expense  risk  charge.  AUL has the
contractual right to charge the guaranteed maximum charges.  The current charges
and,   alternatively,   the   guaranteed   charges  are  reflected  in  separate
illustrations on each of the following pages. All the illustrations  reflect the
fact that no tax charges  other than the premium tax charge are  currently  made
against the  Separate  Account and assume no  indebtedness  or charges for rider
benefits.

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

                                       24
<PAGE>

                     AMERICAN UNITED LIFE INSURANCE COMPANY(R)

                           FLEXIBLE PREMIUM ADJUSTABLE

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

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


VARIABLE INVESTMENT        $6,000 ANNUAL PREMIUM USING CURRENT CHARGES


                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

                                   Assuming Hypothetical              Assuming Hypothetical               Assuming Hypothetical
                PREMIUMS               Gross Annual                        Gross Annual                       Gross Annual
                 ACCUM.            Investment Return of                Investment Return of               Investment Return of
    END          AT 5%       ________________________________    ________________________________   ________________________________
    OF          INTEREST
   YEAR         PER YEAR     0% Gross 6% Gross 12% Gross           0% Gross 6% Gross  12% Gross         0% Gross 6% Gross 12% Gross
- ------------ --------------- ---------------------------------- ----------------------------------- --------------------------------
    1            6,300       500,000  500,000    500,000             4,559    4,865    5,171               0         0      261
    2           12,915       500,000  500,000    500,000             9,142   10,043   10,981           4,232     5,133    6,071
    3           19,861       500,000  500,000    500,000            13,611   15,406   17,351           8,701    10,496   12,441
    4           27,154       500,000  500,000    500,000            17,962   20,958   24,336          13,052    16,048   19,426
    5           34,811       500,000  500,000    500,000            22,192   26,705   31,998          17,282    21,795   27,088
    6           42,852       500,000  500,000    500,000            26,298   32,649   40,404          21,879    28,230   35,985
    7           51,295       500,000  500,000    500,000            30,276   38,795   49,630          26,348    34,867   45,702
    8           60,159       500,000  500,000    500,000            34,124   45,153   59,764          30,687    41,716   56,327
    9           69,467       500,000  500,000    500,000            37,840   51,725   70,898          34,894    48,779   67,952
   10           79,241       500,000  500,000    500,000            41,418   58,519   83,138          38,963    56,064   80,683
   11           89,503       500,000  500,000    500,000            45,078   65,866   97,079          43,114    63,902   95,115
   12          100,278       500,000  500,000    500,000            48,595   73,489  112,492          47,122    72,016  111,019
   13          111,592       500,000  500,000    500,000            51,955   81,390  129,537          50,973    80,408  128,555
   14          123,471       500,000  500,000    500,000            55,140   89,570  148,394          54,649    89,079  147,903
   15          135,945       500,000  500,000    500,000            58,138   98,036  169,271          58,138    98,036  169,271
   16          149,042       500,000  500,000    500,000            60,935  106,792  192,403          60,935   106,792  192,403
   17          162,794       500,000  500,000    500,000            63,519  115,849  218,062          63,519   115,849  218,062
   18          177,234       500,000  500,000    500,000            65,884  125,225  246,559          65,884   125,225  246,559
   19          192,396       500,000  500,000    500,000            68,012  134,926  278,240          68,012   134,926  278,240
   20          208,316       500,000  500,000    500,000            69,879  144,960  313,501          69,879   144,960  313,501
   21          225,031       500,000  500,000    500,000            71,251  155,158  352,710          71,251   155,158  352,710
   22          242,583       500,000  500,000    507,492            72,292  165,686  396,478          72,292   165,686  396,478
   23          261,012       500,000  500,000    560,824            72,955  176,540  445,098          72,955   176,540  445,098
   24          280,363       500,000  500,000    618,631            73,194  187,725  498,896          73,194   187,725  498,896
   25          300,681       500,000  500,000    681,286            72,966  199,251  558,431          72,966   199,251  558,431
   26          322,015       500,000  500,000    749,195            72,228  211,136  624,329          72,228   211,136  624,329
   27          344,415       500,000  500,000    829,658            70,940  223,410  697,192          70,940   223,410  697,192
   28          367,936       500,000  500,000    917,750            69,061  236,105  777,754          69,061   236,105  777,754
   29          392,633       500,000  500,000  1,014,190            66,536  249,260  866,829          66,536   249,260  866,829
   30          418,565       500,000  500,000  1,119,761            63,287  262,907  965,311          63,287   262,907  965,311


</TABLE>

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

(2)  Values  reflect  applicable  premium  expenses  charges,  current  cost  of
     insurance  rates,  a monthly  administrative  charge of $17.50 per month in
     year 1 and $6.00 per month  thereafter,  and a mortality  and expense  risk
     charge of 0.75% of assets  during  the first ten  Policy  Years,  and 0.25%
     thereafter.

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

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

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.49%,  4.47%,  and
     10.43% respectively,  during the first ten Policy Years, and -1.00%, 4.99%,
     and 10.97% respectively thereafter.

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

                                       25
<PAGE>


                     AMERICAN UNITED LIFE INSURANCE COMPANY(R)

                           FLEXIBLE PREMIUM ADJUSTABLE

                             VARIABLE LIFE INSURANCE

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


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


VARIABLE INVESTMENT        $6,000 ANNUAL PREMIUM USING GUARANTEED CHARGES


                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

                                   Assuming Hypothetical              Assuming Hypothetical               Assuming Hypothetical
                PREMIUMS               Gross Annual                        Gross Annual                       Gross Annual
                 ACCUM.            Investment Return of                Investment Return of               Investment Return of
    END          AT 5%       ________________________________    ________________________________   ________________________________
    OF          INTEREST
   YEAR         PER YEAR       0% Gross 6% Gross 12% Gross         0% Gross 6% Gross 12% Gross        0% Gross 6% Gross 12% Gross
- ------------ --------------- ---------------------------------- ----------------------------------- --------------------------------
     1           6,300         500,000  500,000   500,000           4,092     4,383     4,674               0         0          0
     2          12,915         500,000  500,000   500,000           8,284     9,128    10,009           3,374     4,218      5,099
     3          19,861         500,000  500,000   500,000          12,332    14,004    15,818           7,422     9,094     10,908
     4          27,154         500,000  500,000   500,000          16,230    19,008    22,145          11,320    14,098     17,235
     5          34,811         500,000  500,000   500,000          19,972    24,139    29,037          15,062    19,229     24,127
     6          42,852         500,000  500,000   500,000          23,547    29,392    36,545          19,128    24,973     32,126
     7          51,295         500,000  500,000   500,000          26,951    34,764    44,730          23,023    30,836     40,802
     8          60,159         500,000  500,000   500,000          30,177    40,257    53,660          26,740    36,820     50,223
     9          69,467         500,000  500,000   500,000          33,215    45,865    63,408          30,269    42,919     60,462
    10          79,241         500,000  500,000   500,000          36,057    51,584    74,057          33,602    49,129     71,602
    11          89,503         500,000  500,000   500,000          38,882    57,694    86,122          36,918    55,730     84,158
    12         100,278         500,000  500,000   500,000          41,481    63,931    99,379          40,008    62,458     97,906
    13         111,592         500,000  500,000   500,000          43,824    70,277   113,951          42,842    69,295    112,969
    14         123,471         500,000  500,000   500,000          45,879    76,712   129,974          45,388    76,221    129,483
    15         135,945         500,000  500,000   500,000          47,618    83,218   147,614          47,618    83,218    147,614
    16         149,042         500,000  500,000   500,000          49,009    89,774   167,059          49,009    89,774    167,059
    17         162,794         500,000  500,000   500,000          50,023    96,365   188,531          50,023    96,365    188,531
    18         177,234         500,000  500,000   500,000          50,640   102,985   212,295          50,640   102,985    212,295
    19         192,396         500,000  500,000   500,000          50,817   109,606   238,646          50,817   109,606    238,646
    20         208,316         500,000  500,000   500,000          50,501   116,195   267,921          50,501   116,195    267,921
    21         225,031         500,000  500,000   500,000          49,631   122,715   300,520          49,631   122,715    300,520
    22         242,583         500,000  500,000   500,000          48,142   129,124   336,918          48,142   129,124    336,918
    23         261,012         500,000  500,000   500,000          45,931   135,354   377,668          45,931   135,354    377,668
    24         280,363         500,000  500,000   524,954          42,893   141,336   423,350          42,893   141,336    423,350
    25         300,681         500,000  500,000   578,206          38,919   147,003   473,940          38,919   147,003    473,940
    26         322,015         500,000  500,000   635,784          33,896   152,286   529,820          33,896   152,286    529,820
    27         344,415         500,000  500,000   703,803          27,705   157,119   591,431          27,705   157,119    591,431
    28         367,936         500,000  500,000   778,037          20,218   161,432   659,354          20,218   161,432    659,354
    29         392,633         500,000  500,000   859,048          11,270   165,130   734,229          11,270   165,130    734,229
    30         418,565         500,000  500,000   947,438             632   168,081   816,757             632   168,081    816,757


</TABLE>

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

(2)  Values reflect  applicable  premium  expenses  charges,  guaranteed cost of
     insurance  rates,  a monthly  administrative  charge of $30.00 per month in
     year 1 and $6.00 per  month  thereafter,  and a mortality  and expense risk
     charge of 0.75% of assets  during  the first ten  Policy  Years,  and 0.25%
     thereafter.

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

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

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.49%,  4.47%,  and
     10.43% respectively,  during the first ten Policy Years, and -1.00%, 4.99%,
     and 10.97% respectively thereafter.


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

                                       26
<PAGE>


                     AMERICAN UNITED LIFE INSURANCE COMPANY(R)

                           FLEXIBLE PREMIUM ADJUSTABLE

                             VARIABLE LIFE INSURANCE


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


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


VARIABLE INVESTMENT        $6,000 ANNUAL PREMIUM USING CURRENT CHARGES


                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

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


      1           6,300      504,550    504,856    505,161           4,550    4,856      5,161             0         0        251
      2          12,915      509,116    510,014    510,949           9,116   10,014     10,949         4,206     5,104      6,039
      3          19,861      513,557    515,344    517,281          13,557   15,344     17,281         8,647    10,434     12,371
      4          27,154      517,870    520,849    524,207          17,870   20,849     24,207        12,960    15,939     19,297
      5          34,811      522,052    526,531    531,783          22,052   26,531     31,783        17,142    21,621     26,873
      6          42,852      526,096    532,388    540,070          26,096   32,388     40,070        21,677    27,969     35,651
      7          51,295      529,999    538,423    549,134          29,999   38,423     49,134        26,071    34,495     45,206
      8          60,159      533,758    544,640    559,052          33,758   44,640     59,052        30,321    41,203     55,615
      9          69,467      537,367    551,039    569,906          37,367   51,039     69,906        34,421    48,093     66,960
     10          79,241      540,822    557,618    581,783          40,822   57,618     81,783        38,367    55,163     79,328
     11          89,503      544,336    564,699    595,251          44,336   64,699     95,251        42,372    62,735     93,287
     12         100,278      547,683    571,997    610,057          47,683   71,997    110,057        46,210    70,524    108,584
     13         111,592      550,846    579,504    626,328          50,846   79,504    126,328        49,864    78,522    125,346
     14         123,471      553,804    587,206    644,200          53,804   87,206    144,200        53,313    86,715    143,709
     15         135,945      556,542    595,096    663,830          56,542   95,096    163,830        56,542    95,096    163,830
     16         149,042      559,041    603,161    685,390          59,041  103,161    185,390        59,041   103,161    185,390
     17         162,794      561,286    611,392    709,074          61,286  111,392    209,074        61,286   111,392    209,074
     18         177,234      563,271    619,788    735,102          63,271  119,788    235,102        63,271   119,788    235,102
     19         192,396      564,971    628,330    763,707          64,971  128,330    263,707        64,971   128,330    263,707
     20         208,316      566,360    636,994    795,138          66,360  136,994    295,138        66,360   136,994    295,138
     21         225,031      567,162    645,499    829,410          67,162  145,499    329,410        67,162   145,499    329,410
     22         242,583      567,571    654,031    867,034          67,571  154,031    367,034        67,571   154,031    367,034
     23         261,012      567,534    662,534    908,319          67,534  162,534    408,319        67,534   162,534    408,319
     24         280,363      566,999    670,947    953,607          66,999  170,947    453,607        66,999   170,947    453,607
     25         300,681      565,921    679,213  1,003,282          65,921  179,213    503,282        65,921   179,213    503,282
     26         322,015      564,257    687,276  1,057,778          64,257  187,276    557,778        64,257   187,276    557,778
     27         344,415      561,969    695,081  1,117,575          61,969  195,081    617,575        61,969   195,081    617,575
     28         367,936      559,023    702,573  1,183,215          59,023  202,573    683,215        59,023   202,573    683,215
     29         392,633      555,371    709,681  1,255,282          55,371  209,681    755,282        55,371   209,681    755,282
     30         418,565      550,945    716,308  1,334,402          50,945  216,308    834,402        50,945   216,308    834,402


</TABLE>

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

(2)  Values  reflect  applicable  premium  expenses  charges,  current  cost  of
     insurance  rates,  a monthly  administrative  charge of $17.50 per month in
     year 1 and $6.00 per month  thereafter,  and a mortality  and expense  risk
     charge of 0.75% of assets  during  the first ten  Policy  Years,  and 0.25%
     thereafter.

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

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

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.49%,  4.47%,  and
     10.43% respectively,  during the first ten Policy Years, and -1.00%, 4.99%,
     and 10.97% respectively thereafter.


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

                                       27
<PAGE>

                     AMERICAN UNITED LIFE INSURANCE COMPANY(R)

                           FLEXIBLE PREMIUM ADJUSTABLE

                             VARIABLE LIFE INSURANCE


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


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


VARIABLE INVESTMENT        $6,000 ANNUAL PREMIUM USING GUARANTEED CHARGES


                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

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

      1           6,300      504,080    504,370    504,661           4,080    4,370      4,661             0         0          0
      2          12,915      508,249    509,090    509,967           8,249    9,090      9,967         3,339     4,180      5,057
      3          19,861      512,261    513,923    515,726          12,261   13,923     15,726         7,351     9,013     10,816
      4          27,154      516,110    518,865    521,975          16,110   18,865     21,975        11,200    13,955     17,065
      5          34,811      519,788    523,910    528,755          19,788   23,910     28,755        14,878    19,000     23,845
      6          42,852      523,282    529,048    536,104          23,282   29,048     36,104        18,863    24,629     31,685
      7          51,295      526,585    534,272    544,072          26,585   34,272     44,072        22,657    30,344     40,144
      8          60,159      529,691    539,577    552,714          29,691   39,577     52,714        26,254    36,140     49,277
      9          69,467      532,587    544,950    562,083          32,587   44,950     62,083        29,641    42,004     59,137
     10          79,241      535,262    550,379    572,239          35,262   50,379     72,239        32,807    47,924     69,784
     11          89,503      537,890    556,127    583,658          37,890   56,127     83,658        35,926    54,163     81,694
     12         100,278      540,259    561,921    596,082          40,259   61,921     96,082        38,786    60,448     94,609
     13         111,592      542,336    567,727    609,585          42,336   67,727    109,585        41,354    66,745    108,603
     14         123,471      544,084    573,506    624,242          44,084   73,506    124,242        43,593    73,015    123,751
     15         135,945      545,474    579,220    640,145          45,474   79,220    140,145        45,474    79,220    140,145
     16         149,042      546,467    584,825    657,386          46,467   84,825    157,386        46,467    84,825    157,386
     17         162,794      547,034    590,280    676,077          47,034   90,280    176,077        47,034    90,280    176,077
     18         177,234      547,154    595,551    696,351          47,154   95,551    196,351        47,154    95,551    196,351
     19         192,396      546,782    600,579    718,327          46,782  100,579    218,327        46,782   100,579    218,327
     20         208,316      545,863    605,290    742,131          45,863  105,290    242,131        45,863   105,290    242,131
     21         225,031      544,338    609,600    767,894          44,338  109,600    267,894        44,338   109,600    267,894
     22         242,583      542,144    613,420    795,757          42,144  113,420    295,757        42,144   113,420    295,757
     23         261,012      539,183    616,617    825,841          39,183  116,617    325,841        39,183   116,617    325,841
     24         280,363      535,359    619,051    858,279          35,359  119,051    358,279        35,359   119,051    358,279
     25         300,681      530,581    620,584    893,225          30,581  120,584    393,225        30,581   120,584    393,225
     26         322,015      524,764    621,072    930,854          24,764  121,072    430,854        24,764   121,072    430,854
     27         344,415      517,829    620,372    971,365          17,829  120,372    471,365        17,829   120,372    471,365
     28         367,936      509,702    618,336  1,014,988           9,702  118,336    514,988         9,702   118,336    514,988
     29         392,633      500,288    614,787  1,061,948             288  114,787    561,948           288   114,787    561,948
     30         418,565            0    609,493  1,112,454               0  109,493    612,454             0   109,493    612,454



</TABLE>

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

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

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

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

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.49%,  4.47%,  and
     10.43% respectively,  during the first ten Policy Years, and -1.00%, 4.99%,
     and 10.97% respectively thereafter.


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

                                       28
<PAGE>

                     AMERICAN UNITED LIFE INSURANCE COMPANY(R)

                           FLEXIBLE PREMIUM ADJUSTABLE

                             VARIABLE LIFE INSURANCE



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

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

VARIABLE INVESTMENT        $13,000 ANNUAL PREMIUM USING CURRENT CHARGES

                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

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

        1        13,650      500,000    500,000    500,000           9,437   10,087     10,738             0         0          0
        2        27,983      500,000    500,000    500,000          18,693   20,587     22,562         7,303     9,197     11,172
        3        43,032      500,000    500,000    500,000          27,629   31,379     35,449        16,239    19,989     24,059
        4        58,833      500,000    500,000    500,000          36,233   42,464     49,504        24,843    31,074     38,114
        5        75,425      500,000    500,000    500,000          44,489   53,842     64,845        33,099    42,452     53,455
        6        92,846      500,000    500,000    500,000          52,379   65,512     81,607        42,128    55,261     71,356
        7       111,138      500,000    500,000    500,000          59,886   77,473     99,943        50,774    68,361     90,831
        8       130,345      500,000    500,000    500,000          66,974   89,713    120,016        59,001    81,740    112,043
        9       150,513      500,000    500,000    500,000          73,613  102,224    142,022        66,779    95,390    135,188
       10       171,688      500,000    500,000    500,000          79,774  115,007    166,192        74,079   109,312    160,497
       11       193,923      500,000    500,000    500,000          85,878  128,724    193,778        81,322   124,168    189,222
       12       217,269      500,000    500,000    500,000          91,490  142,846    224,405        88,073   139,429    220,988
       13       241,782      500,000    500,000    500,000          96,591  157,409    258,517        94,313   155,131    256,239
       14       267,521      500,000    500,000    500,000         101,147  172,446    296,628       100,008   171,307    295,489
       15       294,547      500,000    500,000    500,000         105,112  187,985    339,344       105,112   187,985    339,344
       16       322,925      500,000    500,000    500,000         108,413  204,051    387,381       108,413   204,051    387,381
       17       352,721      500,000    500,000    500,000         110,959  220,667    441,609       110,959   220,667    441,609
       18       384,007      500,000    500,000    557,623         112,632  237,859    502,363       112,632   237,859    502,363
       19       416,857      500,000    500,000    621,032         113,310  255,678    569,754       113,310   255,678    569,754
       20       451,350      500,000    500,000    689,709         112,886  274,214    644,588       112,886   274,214    644,588
       21       487,568      500,000    500,000    764,083         110,144  292,961    727,698       110,144   292,961    727,698
       22       525,596      500,000    500,000    860,613         105,953  312,669    819,632       105,953   312,669    819,632
       23       565,526      500,000    500,000    967,365         100,184  333,546    921,300       100,184   333,546    921,300
       24       607,452      500,000    500,000  1,085,390          92,677  355,842  1,033,704        92,677   355,842  1,033,704
       25       651,475      500,000    500,000  1,215,833          83,185  379,841  1,157,936        83,185   379,841  1,157,936
       26       697,699      500,000    500,000  1,359,929          71,280  405,864  1,295,171        71,280   405,864  1,295,171
       27       746,234      500,000    500,000  1,519,024          56,458  434,349  1,446,689        56,458   434,349  1,446,689
       28       797,195      500,000    500,000  1,694,571          38,087  465,875  1,613,877        38,087   465,875  1,613,877
       29       850,705      500,000    525,246  1,888,153          15,411  500,234  1,798,241        15,411   500,234  1,798,241
       30       906,890            0    562,794  2,101,494               0  535,994  2,001,423             0   535,994  2,001,423


</TABLE>

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

(2)  Values  reflect  applicable  premium  expenses  charges,  current  cost  of
     insurance  rates,  a monthly  administrative  charge of $17.50 per month in
     year 1 and $6.00 per month  thereafter,  and a mortality  and expense  risk
     charge of 0.75% of assets  during  the first ten  Policy  Years,  and 0.25%
     thereafter.

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

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

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.49%,  4.47%,  and
     10.43% respectively,  during the first ten Policy Years, and -1.00%, 4.99%,
     and 10.97% respectively thereafter.



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


                                       29
<PAGE>

                     AMERICAN UNITED LIFE INSURANCE COMPANY(R)

                           FLEXIBLE PREMIUM ADJUSTABLE

                             VARIABLE LIFE INSURANCE


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

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


VARIABLE INVESTMENT        $13,000 ANNUAL PREMIUM USING GUARANTEED CHARGES


                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

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

      1          13,650      500,000    500,000    500,000           7,826    8,424      9,024             0         0          0
      2          27,983      500,000    500,000    500,000          15,435   17,129     18,900         4,045     5,739      7,510
      3          43,032      500,000    500,000    500,000          22,580   25,874     29,462        11,190    14,484     18,072
      4          58,833      500,000    500,000    500,000          29,228   34,631     40,763        17,838    23,241     29,373
      5          75,425      500,000    500,000    500,000          35,339   43,362     52,853        23,949    31,972     41,463
      6          92,846      500,000    500,000    500,000          40,871   52,025     65,796        30,620    41,774     55,545
      7         111,138      500,000    500,000    500,000          45,775   60,576     79,664        36,663    51,464     70,552
      8         130,345      500,000    500,000    500,000          49,971   68,940     94,518        41,998    60,967     86,545
      9         150,513      500,000    500,000    500,000          53,381   77,042    110,442        46,547    70,208    103,608
     10         171,688      500,000    500,000    500,000          55,925   84,810    127,550        50,230    79,115    121,855
     11         193,923      500,000    500,000    500,000          57,842   92,662    146,745        53,286    88,106    142,189
     12         217,269      500,000    500,000    500,000          58,750  100,117    167,674        55,333    96,700    164,257
     13         241,782      500,000    500,000    500,000          58,564  107,114    190,623        56,286   104,836    188,345
     14         267,521      500,000    500,000    500,000          57,168  113,566    215,932        56,029   112,427    214,793
     15         294,547      500,000    500,000    500,000          54,398  119,349    244,005        54,398   119,349    244,005
     16         322,925      500,000    500,000    500,000          50,028  124,286    275,332        50,028   124,286    275,332
     17         352,721      500,000    500,000    500,000          43,765  128,153    310,528        43,765   128,153    310,528
     18         384,007      500,000    500,000    500,000          35,220  130,650    350,388        35,220   130,650    350,388
     19         416,857      500,000    500,000    500,000          23,952  131,439    395,973        23,952   131,439    395,973
     20         451,350      500,000    500,000    500,000           9,487  130,159    448,707         9,487   130,159    448,707
     21         487,568            0    500,000    535,297               0  126,418    509,807             0   126,418    509,807
     22         525,596            0    500,000    606,333               0  119,749    577,460             0   119,749    577,460
     23         565,526            0    500,000    684,692               0  109,585    652,088             0   109,585    652,088
     24         607,452            0    500,000    771,086               0   95,187    734,367             0    95,187    734,367
     25         651,475            0    500,000    866,277               0   75,512    825,026             0    75,512    825,026
     26         697,699            0    500,000    971,082               0   49,100    924,840             0    49,100    924,840
     27         746,234            0    500,000  1,086,367               0   13,921  1,034,635             0    13,921  1,034,635
     28         797,195            0          0  1,213,045               0        0  1,155,281             0         0  1,155,281
     29         850,705            0          0  1,352,091               0        0  1,287,705             0         0  1,287,705
     30         906,890            0          0  1,504,547               0        0  1,432,902             0         0  1,432,902

</TABLE>

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

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

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

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

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.49%,  4.47%,  and
     10.43% respectively,  during the first ten Policy Years, and -1.00%, 4.99%,
     and 10.97% respectively thereafter.



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

                                       30
<PAGE>

                     AMERICAN UNITED LIFE INSURANCE COMPANY(R)

                           FLEXIBLE PREMIUM ADJUSTABLE

                             VARIABLE LIFE INSURANCE


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

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


VARIABLE INVESTMENT        $12,000 ANNUAL PREMIUM USING CURRENT CHARGES


                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

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


      1          12,600      259,733    260,364    260,996           9,733   10,364     10,996         4,038     4,669      5,301
      2          25,830      269,340    271,211    273,158          19,340   21,211     23,158        13,645    15,516     17,463
      3          39,722      278,680    282,414    286,458          28,680   32,414     36,458        22,985    26,719     30,763
      4          54,308      287,745    293,978    300,998          37,745   43,978     50,998        32,050    38,283     45,303
      5          69,623      296,522    305,900    316,893          46,522   55,900     66,893        40,827    50,205     61,198
      6          85,704      304,999    318,181    334,266          54,999   68,181     84,266        49,873    63,055     79,140
      7         102,589      313,162    330,817    353,251          63,162   80,817    103,251        58,606    76,261     98,695
      8         120,319      320,989    343,796    373,987          70,989   93,796    123,987        67,003    89,810    120,000
      9         138,935      328,458    357,106    396,628          78,458  107,106    146,628        75,041   103,689    143,211
     10         158,481      335,547    370,734    421,346          85,547  120,734    171,346        82,700   117,886    168,499
     11         179,006      342,711    385,352    449,325          92,711  135,352    199,325        90,433   133,074    197,047
     12         200,556      349,491    400,377    480,043          99,491  150,377    230,043        97,783   148,668    228,335
     13         223,184      355,871    415,808    513,780         105,871  165,808    263,780       104,732   164,669    262,641
     14         246,943      361,829    431,640    550,839         111,829  181,640    300,839       111,259   181,071    300,269
     15         271,890      367,331    447,853    591,545         117,331  197,853    341,545       117,331   197,853    341,545
     16         298,084      372,331    464,415    636,246         122,331  214,415    386,246       122,331   214,415    386,246
     17         325,589      376,773    481,279    685,315         126,773  231,279    435,315       126,773   231,279    435,315
     18         354,468      380,584    498,380    739,150         130,584  248,380    489,150       130,584   248,380    489,150
     19         384,791      383,695    515,652    798,194         133,695  265,652    548,194       133,695   265,652    548,194
     20         416,631      386,052    533,041    862,955         136,052  283,041    612,955       136,052   283,041    612,955
     21         450,063      386,895    549,763    933,251         136,895  299,763    683,251       136,895   299,763    683,251
     22         485,166      386,851    566,416  1,010,338         136,851  316,416    760,338       136,851   316,416    760,338
     23         522,024      385,896    582,960  1,094,929         135,896  332,960    844,929       135,896   332,960    844,929
     24         560,725      383,997    599,350  1,187,806         133,997  349,350    937,806       133,997   349,350    937,806
     25         601,361      381,091    615,503  1,289,806         131,091  365,503  1,039,806       131,091   365,503  1,039,806
     26         644,030      377,033    631,248  1,401,769         127,033  381,248  1,151,769       127,033   381,248  1,151,769
     27         688,831      371,678    646,404  1,524,629         121,678  396,404  1,274,629       121,678   396,404  1,274,629
     28         735,873      364,867    660,766  1,659,405         114,867  410,766  1,409,405       114,867   410,766  1,409,405
     29         785,266      356,450    674,125  1,807,242         106,450  424,125  1,557,242       106,450   424,125  1,557,242
     30         837,129      346,311    686,296  1,969,441          96,311  436,296  1,719,441        96,311   436,296  1,719,441

</TABLE>

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

(2)  Values  reflect  applicable  premium  expenses  charges,  current  cost  of
     insurance  rates,  a monthly  administrative  charge of $17.50 per month in
     year 1 and $6.00 per month  thereafter,  and a mortality  and expense  risk
     charge of 0.75% of assets  during  the first ten  Policy  Years,  and 0.25%
     thereafter.

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

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

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.49%,  4.47%,  and
     10.43% respectively,  during the first ten Policy Years, and -1.00%, 4.99%,
     and 10.97% respectively thereafter.



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

                                       31
<PAGE>

                     AMERICAN UNITED LIFE INSURANCE COMPANY(R)

                           FLEXIBLE PREMIUM ADJUSTABLE

                             VARIABLE LIFE INSURANCE

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


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

VARIABLE INVESTMENT        $12,000 ANNUAL PREMIUM USING GUARANTEED CHARGES

                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

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

      1          12,600      258,840    259,442    260,045           8,840    9,442     10,045         3,145     3,747      4,350
      2          25,830      267,578    269,336    271,169          17,578   19,336     21,169        11,883    13,641     15,474
      3          39,722      275,966    279,446    283,220          25,966   29,446     33,220        20,271    23,751     27,525
      4          54,308      283,984    289,755    296,267          33,984   39,755     46,267        28,289    34,060     40,572
      5          69,623      291,609    300,241    310,382          41,609   50,241     60,382        35,914    44,546     54,687
      6          85,704      298,813    310,879    325,644          48,813   60,879     75,644        43,687    55,754     70,518
      7         102,589      305,569    321,641    342,134          55,569   71,641     92,134        51,013    67,085     87,578
      8         120,319      311,831    332,478    359,926          61,831   82,478    109,926        57,844    78,492    105,939
      9         138,935      317,555    343,341    379,100          67,555   93,341    129,100        64,138    89,924    125,683
     10         158,481      322,699    354,178    399,749          72,699  104,178    149,749        69,852   101,331    146,901
     11         179,006      327,627    365,530    422,843          77,627  115,530    172,843        75,349   113,252    170,565
     12         200,556      331,918    376,842    447,848          81,918  126,842    197,848        80,210   125,133    196,139
     13         223,184      335,537    388,069    474,930          85,537  138,069    224,930        84,398   136,930    223,791
     14         246,943      338,437    399,152    504,259          88,437  149,152    254,259        87,867   148,583    253,689
     15         271,890      340,549    410,006    536,003          90,549  160,006    286,003        90,549   160,006    286,003
     16         298,084      341,783    420,518    570,324          91,783  170,518    320,324        91,783   170,518    320,324
     17         325,589      342,026    430,546    607,375          92,026  180,546    357,375        92,026   180,546    357,375
     18         354,468      341,137    439,909    647,296          91,137  189,909    397,296        91,137   189,909    397,296
     19         384,791      338,977    448,422    690,248          88,977  198,422    440,248        88,977   198,422    440,248
     20         416,631      335,434    455,911    736,428          85,434  205,911    486,428        85,434   205,911    486,428
     21         450,063      330,424    462,226    786,092          80,424  212,226    536,092        80,424   212,226    536,092
     22         485,166      323,877    467,223    839,535          73,877  217,223    589,535        73,877   217,223    589,535
     23         522,024      315,736    470,759    897,097          65,736  220,759    647,097        65,736   220,759    647,097
     24         560,725      305,934    472,679    959,147          55,934  222,679    709,147        55,934   222,679    709,147
     25         601,361      294,351    472,761  1,026,037          44,351  222,761    776,037        44,351   222,761    776,037
     26         644,030      280,809    470,711  1,098,094          30,809  220,711    848,094        30,809   220,711    848,094
     27         688,831      265,074    466,164  1,175,626          15,074  216,164    925,626        15,074   216,164    925,626
     28         735,873            0    458,688  1,258,925               0  208,688  1,008,925             0   208,688  1,008,925
     29         785,266            0    447,841  1,348,331               0  197,841  1,098,331             0   197,841  1,098,331
     30         837,129            0    433,218  1,444,280               0  183,218  1,194,280             0   183,218  1,194,280



</TABLE>

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

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

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

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

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.49%,  4.47%,  and
     10.43% respectively,  during the first ten Policy Years, and -1.00%, 4.99%,
     and 10.97% respectively thereafter.



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

                                       32
<PAGE>



                      OTHER POLICY BENEFITS AND PROVISIONS

Limits on Rights to Contest the Policy

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

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

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

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

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 and/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.

Change of Insured

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

Exchange for Paid-Up Policy

You may exchange the Policy for a paid-up whole life policy by Proper Notice and
upon  returning  the Policy to the Home  Office.  The new policy will be for the
level face  amount,  not greater than the  Policy's  Face  Amount,  which can be
purchased by the Policy's Net Cash Value. The new policy will be purchased using
the  continuous net single premium for the Insured's age upon the Insured's 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 and Fixed Account on a prorata basis unless you request cash
payment. We do not anticipate declaring any dividends.

Reports to Policy Owners

At least  once a year,  you will be sent a report  at your  last  known  address
showing, as of the end of the current report period:  Account Value, Cash Value,
Death  Benefit,  amount of

                                       33
<PAGE>


interest credited to amounts in the Fixed Account, change in value of amounts in
the Separate Account, premiums paid, loans, Partial Surrenders, expense charges,
and cost of insurance  charges since the prior report.  You will also be sent an
annual  and a  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 (except for premiums  deducted  automatically),  or if you
take out a loan,  transfer  amounts  among  the  Investment  Accounts  and Fixed
Account or take  surrenders,  you will receive a written  confirmation  of these
transactions.

Assignment

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

Reinstatement

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

Rider Benefits

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

     Waiver of Monthly Deduction Disability (WMDD)
     Issue Ages: 0-55

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

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

    Guaranteed Insurance Option (GIO)
    Issue ages:     0-39 (standard risks only)

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

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

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

    Other Insured Rider (OIR)
    Issue Ages:     0-85 (Other Insured's age)

    The Other Insured  Rider is level term life  insurance on someone other than
    the Insured.  The minimum issue amount is $10,000;  the maximum issue amount
    is equal to three times the Face Amount.  A maximum of two OIRs may be added
    to the Policy.  The OIR amount of coverage may be changed in the future, but
    increases are subject to evidence of insurability.

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

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

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

    Waiver of Premium Disability (WPD)
    Issue Ages:     0-55

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

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

     This rider  modifies  the terms of the Policy to provide  insurance  on the
     lives of two  Insureds  rather than one.

                                       34
<PAGE>


     When the Last Survivor  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.



    Automatic Increase Rider (AIR)
    Issue Ages:     0-55 (standard risks only)

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

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

    Guaranteed Minimum Death Benefit Rider (GMDB)


     This rider extends the Guarantee  Period as listed on the Policy Data Page.
     While the GMDB rider is in force,  the Policy will remain in force and will
     not  begin  the  grace  period  if on  each  Monthiversary,  the sum of the
     premiums paid to date, less any Partial  Surrenders,  any outstanding  loan
     and  loan  interest,  equals  or  exceeds  the  required  premium  for  the
     Guaranteed  Minimum Death Benefit multiplied by the number of Policy months
     since the Contract Date. The guarantee provided by this rider terminates if
     this  test is  failed  on any  Monthiversary.  The  guarantee  will  not be
     reinstated.  The GMDB Rider is only  available  to standard  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.  This rider is not available
     if the Last Survivor Rider is issued. There is no charge for ABR.


                               TAX CONSIDERATIONS

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

Tax Status of the Policy

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

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

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

Section  817(h) of the Internal  Revenue Code requires that the  investments  of
each of the Investment  Accounts must be

                                       35
<PAGE>


"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  with the issuance of  regulations
concerning  diversification,  that those  regulations  "do not provide  guidance
concerning the  circumstances  in which investor control of the investments of a
segregated asset account may cause the investor (i.e.,  the Owner),  rather than
the insurance company, to be treated as the owner of the assets in the account."
This  announcement  also  stated  that  guidance  would  be  issued  by  way  of
regulations or rulings on the "extent to which contract holders may direct their
investments to particular investment accounts without being treated as owners of
the underlying assets."

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

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

Tax Treatment of Policy Benefits

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

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

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 of any  outstanding  loans and
loan interest over the total  investment in the Policy will generally be treated
as ordinary income subject to tax.

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

Due to the Policy's  flexibility,  classification  as a Modified  Endowment will
depend on the individual circumstances of each Policy. In view of the foregoing,
a current or  prospective  Owner should  consult with a tax adviser to determine
whether a Policy  transaction  will cause the Policy to be treated as a Modified
Endowment.  However, at the time a premium is credited which in AUL's view would
cause the Policy to become a Modified Endowment,  AUL will attempt to notify the
Owner that unless a refund of the excess premium (with any appropriate interest)
is


                                       36
<PAGE>

requested by the Owner, the Policy will become a Modified Endowment. However,
we do not  undertake to provide  such notice.  The Owner will have 30 days after
receiving such notification to request the refund.

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

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

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

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

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

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

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

     Investment in the Policy. Investment in the Policy means: (1) the aggregate
amount of any premiums or other  consideration paid for a Policy,  minus (2) the
aggregate  amount  received under the Policy which is excluded from gross income
of the Owner  (except that the amount of any loan from,  or secured by, a Policy
that is a Modified  Endowment,  to the extent such amount is excluded from gross
income,  will be disregarded),  plus (3) the amount of any loan from, or secured
by, a Policy  that is a Modified  Endowment  to the extent  that such  amount is
included in the gross income of the Owner.

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.

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.


                                       37
<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 charge for state and local  premium  taxes) that it incurs that
may be attributable to the Investment Accounts or to the Policies.  However, AUL
reserves the right to make additional charges for any such tax or other economic
burden  resulting from the  application of the tax laws that it determines to be
properly attributable to the Investment Accounts or to the Policies.


                  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 and Changes in Face Amount."

Resolving Material Conflicts

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

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

                                       38
<PAGE>


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 de-registered 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.

                                       39
<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 generally will be paid 50% of planned premiums paid in the first
year for premiums up to target premium.  For planned  premiums paid in excess of
target premium,  registered representatives will also receive 3% of that excess.
Additional  commissions may be paid in certain  circumstances.  Other allowances
and overrides also may be paid.

AUL Directors and Executive Officers

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

<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

                                       40
<PAGE>

AUL Directors and Executive Officers (continued)

<S>                                                        <C>
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

                                       41
<PAGE>
AUL Directors and Executive Officers (continued)

<S>                                                        <C>
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.

                                       42
<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

                                       43
<PAGE>

<TABLE>
<CAPTION>
<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.


                                       44
<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.

                                       45
<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>

                                       46
<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.

                                       47
<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.

                                       48
<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>

                                       49
<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.


                                       50
<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.

                                       51
<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.

                                       52
<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.

                                       53
<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.


                                       54
<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.



                                       55
<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 American  Individual  Variable Life Unit Trust,  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.
================================================================================



                    FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE


                                     Sold By

                                 AMERICAN UNITED
                            LIFE INSURANCE COMPANY(R)


                               One American Square
                           Indianapolis, Indiana 46282


                                   PROSPECTUS


                               Dated: May 1, 2000


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


                                       56
<PAGE>



                                     PART II

Undertaking to File Reports

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

Rule 484 Undertaking

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

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

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

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(2)

                  (4)      Inapplicable

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

                           (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)

                  (6)      (a) Certification of Articles of Merger between
                               American Central Life Insurance Company
                               and United Mutual Life Insurance Company (2)

                           (b) Articles of Merger between
                               American Central Life Insurance Company
                               and United Mutual Life Insurance Company (2)

                           (b) By-laws  of  American   United   Life   Insurance
                               Company(R) (2)

                  (7)      Inapplicable

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

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

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

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

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

                  (9)      Inapplicable

                  (10)     Form  of   Application   for   Flexible   Premium
                           Adjustable Variable Life Insurance Policy(3)

                                       3
<PAGE>

         2.       Opinion and consent of legal  officer of American  United Life
                  Insurance   Company(R)  as  to  legality  of  Policies   being
                  registered(1)

         3.       Inapplicable

         4.       Inapplicable

         5.       Inapplicable

         6.       Consent of Independent Accountants(5)

         7.       Consent of Dechert Price & Rhoads(1)

         8.       Opinion of Actuary(1)

         9.       Memorandum  Describing  Issuance,   Transfer,  and  Redemption
                  Procedures(1)

         10.      Powers of Attorney(2)(5)
- ---------------

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

(2)       Filed  with the  Registrant's  Post-Effective  Amendment  No. 1 to the
          Registration  Statement on Form S-6 (File No.  333-32531) on April 30,
          1998.

(3)       Incorporated herein by reference to the Post Effective Amendment No. 2
          to the Registration Statement for the Modified Single Premium Variable
          Life  Insurance  Policy  also  funded  by  the  Registrant  (File  No.
          333-32553)  filed with the Securities and Exchange  Commission on  May
          1, 1999.

(4)       Filed  with  the  Registrant's  Post-effective  Amendment  No. 3 (File
          333-32531) on April 30, 1999.

(5)       Filed  with  the  Registrant's  Post-effective  Amendment  No. 4 (File
          333-32531) 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>



                               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
 N-4, 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 Flexible Premium Adjustable  Variable Life Insurance Policy,  Form S-6 (File
No.  333-32531),  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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